UV FLU TECHNOLOGIES INC - FORM 10-Q

Attached files

file	filename
EX-10.1 - UV FLU TECHNOLOGIES INC	v174353_ex10-1.htm
EX-32 - UV FLU TECHNOLOGIES INC	v174353_ex32.htm
EX-31.2 - UV FLU TECHNOLOGIES INC	v174353_ex31-2.htm
EX-31.1 - UV FLU TECHNOLOGIES INC	v174353_ex31-1.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: December 31, 2009

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 333-140322

UV FLU TECHNOLOGIES, INC

(Exact name of registrant as specified in its charter)

NEVADA	98-0496885
(State of incorporation)	(IRS Employer ID No.)

1694 Falmouth Road, Suite 147,

Centerville, Massachusetts 02632-2933

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (780) 691-1188

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.

x Yes ¨ 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 o 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 smaller reporting company)

Smaller Reporting company

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

¨ Yes x No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding at February 16, 2010
Common stock, $.001 par value		45,080,000

UV FLU TECHNOLOGIES, INC.

FORM 10-Q

December 31, 2009

INDEX

		PAGE
PART I—FINANCIAL INFORMATION		4

Item 1. Financial Statements (unaudited).		4

Condensed Balance Sheets as of December 31, 2009 (Unaudited) and September 30, 2009 (Audited).		4

Condensed Statements of Operations for the three month periods ended December 31, 2009 and 2008 and for the period from April 4, 2006 (inception) to December 31, 2009 (Unaudited).		5

Condensed Statements of Cash Flows for the three month periods ended December 31, 2009 and 2008 and for the period from April 4, 2006 (inception) to December 31, 2009 (Unaudited).		6

Notes to Financial Statements.		7

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.		13

Item 3. Quantitative and Qualitative Disclosures About Market Risk.		14

Item 4. Controls and Procedures.		14

PART II—OTHER INFORMATION		15

Item 1. Legal Proceedings.		15

Item 1A. Risk Factors.		15

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		20

Item 3. Defaults Upon Senior Securities.		21

Item 4. Submission of Matters to a Vote of Security Holders.		21

Item 5. Other Information.		21

Item 6. Exhibits.		21

Signature Page		22

Certifications
Exhibit 31.1
Exhibit 31.2
Exhibit 32

FORWARD-LOOKING STATEMENTS

This Report on Form 10-Q contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Reference is made in particular to the description of our plans and objectives for future operations, assumptions underlying such plans and objectives, and other forward-looking statements included in this report. Such statements may be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “believe,” “estimate,” “anticipate,” “intend,” “continue,” or similar terms, variations of such terms or the negative of such terms. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. Such statements address future events and conditions concerning, among others, capital expenditures, earnings, litigation, regulatory matters, liquidity and capital resources and accounting matters. Actual results in each case could differ materially from those anticipated in such statements by reason of factors such as future economic conditions, changes in consumer demand, legislative, regulatory and competitive developments in markets in which we operate, results of litigation and other circumstances affecting anticipated revenues and costs, and the risk factors set forth under the heading “Risk Factors” in our Annual report on Form 10-K for the fiscal year ended September 30, 2009, filed on December 29, 2009.

As used in this Form 10-Q, “we,” “us” and “our” refer to UV Flu Technologies, Inc., which is also sometimes referred to as the “Company.”

YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD LOOKING STATEMENTS

The forward-looking statements made in this report on Form 10-Q relate only to events or information as of the date on which the statements are made in this report on Form 10-Q. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this report and the documents that we reference in this report, including documents referenced by incorporation, completely and with the understanding that our actual future results may be materially different from what we expect or hope.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

UV FLU TECHNOLOGIES, INC

(A Development Stage Company)

CONDENSED BALANCE SHEETS

	December 31, 2009 (Unaudited)			September 30, 2009 (Audited)

ASSETS

Current Assets
Cash	$	20,025		$	2,819
Inventory, at cost		44,500			-

Total Current Assets		64,525			2,819

Property and Equipment
Equipment, net of accumulated depreciation of $nil and $2,587		-			2,284

Total Assets	$	64,525		$	5,103

LIABILITIES

Current Liabilities:
Accounts payable and accrued expenses	$	25,405		$	4,962
Loans payable		86,660			-

Total Current Liabilities		112,065			4,962

STOCKHOLDERS’ EQUITY

Capital Stock
Authorized:
75,000,000 common shares, par value $0.001 per share
Issued and outstanding:
45,080,000 common shares at December 31, 2009 and 142,080,000 common shares at September 30, 2009,		45,080			4,440

Additional paid-in capital		128,420			124,560

Deficit Accumulated During the Development Stage		(221,040	)		(127,783	)

Accumulated Comprehensive Income (loss)		-			(1,076	)

Total Stockholders’ Equity		(47,540	)		141

Total Liabilities and Stockholders’ Equity	$	64,525		$	5,103

The accompanying notes are an integral part of these statements.

UV FLU TECHNOLOGIES, INC

(A Development Stage Company)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three-month period ended December 31, 2009			Three-month period ended December 31, 2008			Cumulative April 4, 2006 (Inception) Through December 31, 2009

Sales and Rental Revenues	$	-		$	6,000		$	35,900

Cost of Sales		-			5,560			20,620

Gross Profit		-			440			15,280

Expenses
Depreciation and amortization		-			643			6,064
Marketing		25,692			-			44,651
Office and administration		3,478			1,186			36,037
Organizational costs		-			-			1,705
Professional fees		41,894			5,855			120,042
Rent		-			-			7,786
Consulting		10,400						10,400
Investor relations		11,829			-			11,829

Total Expenses		93,293			7,684			238,514

(Loss) from Operations		(93,293	)		(7,244	)		(223,234	)

Other Income (Expense)
Gain on sale of assets		1,116						1,116
Gain (Loss) on foreign exchange		(1,080	)		(31	)		1,078

Net (Loss)	$	(93,257	)	$	(7,213	)	$	(221,040	)

Basic And Diluted Loss Per Share	$	Nil		$	Nil

Weighted Average Number Of Shares Outstanding		47,134,348			142,080,000

UV FLU TECHNOLOGIES, INC

(A Development Stage Company)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Month Period ended December 31, 2009			Three Month Period ended December 31, 2008			Cumulative April 04, 2006 (Inception) Through December 31, 2009

Cash Flows from Operating Activities:
Net (loss)	$	(93,257	)	$	(7,213	)	$	(221,040	)

Adjustments to Reconcile Net Loss to Net Cash Used by Operating Activities:
Depreciation and amortization		-			643			6,064
Gain on sale of assets		(1,116	)		-			(1,116	)
Changes in current assets and liabilities
Inventory		-			5,559			-
Loans payable		86,660			-			86,660
Accounts payable and accrued liabilities		20,443			1,016			25,405
Net Cash Flows provided by Operating Activities		12,730			5			(104,027	)

Cash Flows from Investing Activities:
Sales proceeds of equipment		3,400			-			(1,471	)
Increase in website development costs		-			-			(3,477	)
Net Cash provided by Investing Activities		3,400			-			(4,948	)

Cash Flows From Financing Activity:
Sale of common shares		-			-			129,000
Net Cash Flows provided by Financing Activities		-			-			129,000

Net Cash Flows		16,130			5			20,025

Foreign Currency translation adjustment		1,076			(297	)		-

Cash, Beginning Of Period		2,819			4,769			-

Cash, End Of Period	$	20,025		$	4,477		$	20,025

Supplemental Disclosure Of Cash Flow Information
Cash paid for:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-

Inventory acquired through issuance of shares	$	44,500		$	-		$	-
Shares issued		15,000,000			-			-

The accompanying notes are an integral part of these statements.

UV FLU TECHNOLOGIES, INC

(A Development Stage Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS

NATURE AND CONTINUANCE OF OPERATIONS

Organization

UV FLU TECHNOLOGIES, INC (referred to herein as “we”, “us”, “our” and similar terms) was incorporated as NORTHWEST CHARIOTS INCORPORATED in the State of Nevada, United States of America, on April 04, 2006. On November 12, 2009, the Company changed its name from “Northwest Chariots Incorporated” to “UV Flu Technologies, Inc. The Company year-end is September 30th.

Development Stage Activities

The Company is in the development stage and during the three months ended December 31, 2009, we have no revenue from our current operations. To generate revenue, our new business plan is to focus on the research, development, manufacturing and sales of air purification systems and products. We will focus initially on the commercial market, targeting medical, hospitality and commercial property customers in the United States.

Based upon our business plan, we are a development stage enterprise. Accordingly, we present our financial statements in conformity with the accounting principles generally accepted in the United States of America that apply in establishing operating enterprises. As a development stage enterprise, we disclose the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from our inception to the current balance sheet date.

BASIS OF PRESENTATION – GOING CONCERN

Our accompanying unaudited financial statements have been prepared in conformity with GAAP, which contemplates our continuation as a going concern. However, we have minimal business operations to date. In addition, at December 31, 2009, we had incurred losses of $221,040, and have working capital deficit of 47,540. These matters raise substantial doubt about our ability to continue as going concern. In view of these matters, realization of certain of the assets in the accompanying balance sheet is dependent upon our ability to meet our financing requirements, raise additional capital, and the success of our future operations. There is no assurance that future capital raising plans will be successful in obtaining sufficient funds to assure our eventual profitability. While management believes that actions planned and presently being taken to revise our operating and financial requirements provide the opportunity for us to continue as a going concern, there is no assurance the actions will be successful. In addition, recent events in worldwide capital markets may make it more difficult for us to raise additional equity or debt capital.

Our financial statements do not include any adjustments that might result from these uncertainties.

SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies is presented to assist in understanding our financial statements. Our financial statements and notes are representations of our management who is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles in the United States of America (“GAAP”) and have been consistently applied in the preparation of the financial statements. The financial statements are stated in United States of America dollars.

Organizational and Start-up Costs

Costs of start-up activities, including organizational costs, are expensed as incurred in accordance with Accounting Standards Codification (“ASC”) subtopic 720-15 (formerly Statements of Position (“SOP”) 98-5).

UV FLU TECHNOLOGIES, INC

(A Development Stage Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS

SIGNIFICANT ACCOUNTING POLICIES (cont’d)

Income Taxes

We have adopted the ASC subtopic 740-10 (formerly Statement of Financial Accounting Standards (“SFAS”) No. 109 – “Accounting for Income Taxes”). ASC 740-10 requires the use of the asset and liability method of accounting of income taxes. Under the asset and liability method of ASC 740-10, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

We provide deferred taxes for the estimated future tax effects attributable to temporary differences and carry forwards when realization is more likely than not.

Inventories

Inventories are stated at the lower of cost or market, with cost being determined using the first-in first-out method. Inventories consist of purchased goods held for resale.

Property and Equipment

Property and equipment is stated at cost, and is depreciated over estimated useful lives using primarily the straight line method for financial reporting purposes. Useful lives range from 3 to 5 years. We evaluate equipment at least annually for impairment. As of December 31, 2009, all of the property and equipment had been sold for a net gain of $1,116. The Company has no property and equipment of value as of December 31, 2009.

Advertising

Advertising costs are expensed as in accordance with ASC subtopic 720-35 (formerly SOP 93-7).

Basic and Diluted Loss Per Share

In accordance with ASC subtopic 260-10 (formerly SFAS No. 128 – “Earnings Per Share”), the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. At December 31, 2009 and 2008, we had no stock equivalents that were anti-dilutive and excluded in the earnings per share computation.

Estimated Fair Value of Financial Instruments

The carrying value of our financial instruments, consisting of cash, and accounts payable approximate their fair value due to the short-term maturity of such instruments. Unless otherwise noted, it is management’s opinion that we are not exposed to significant interest, currency or credit risks arising from these financial statements.

Revenue Recognition

It is our policy that revenues will be recognized in accordance with ASC subtopic 605-10 (formerly SEC Staff Accounting Bulletin (SAB) No. 104, "Revenue Recognition."). Under ASC 605-10, product revenues (or service revenues) are recognized when persuasive evidence of an arrangement exists, delivery has occurred (or service has been performed), the sales price is fixed and determinable and collectability is reasonably assured.

UV FLU TECHNOLOGIES, INC

(A Development Stage Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS

SIGNIFICANT ACCOUNTING POLICIES (cont’d)

Currency

Our functional currency is the United States Dollar. Realized gain or loss on foreign currency transactions are reflected in the income statement.

Use of Estimates

The preparation of financial statements in conformity with GAAP 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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash is comprised of cash on hand and demand deposits. Cash equivalents include short-term highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value.

Concentrations

Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents. At December 31, 2009, we had $20,025 U.S. funds in deposit in a business bank account.

Recent Accounting Pronouncements

On July 1, 2009, FASB issued SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles”, also known as FASB Accounting Standards Codification (“ASC”) 105, “Generally Accepted Accounting Principles” (“ASC 105”) (the Codification”). ASC 105 establishes the exclusive authoritative reference for U.S. GAAP for use in financial statements, except for SEC rules and interpretive releases, which are also authoritative GAAP for SEC registrants. The Codification will supersede all existing non-SEC accounting and reporting standards. Management has determined that adoption of this pronouncement has not material impact on the financial statements.

The FASB issued ASC subtopic 855-10 (formerly SFAS 165 “Subsequent Events”), incorporating guidance on subsequent events into authoritative accounting literature and clarifying the time following the balance sheet date which management reviewed for events and transactions that may require disclosure in the financial statements. The Company adopted this standard effective the second quarter of 2009. The standard increased our disclosure by requiring disclosure reviewing subsequent events. ASC 855-10 is included in the “Subsequent Events” accounting guidance.

In April 2009, the FASB issued ASC subtopic 820-10 (formerly Staff Position No. FAS 157-4, Determining Fair Value When Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly”). ASC 820-10 provides guidance on how to determine the fair value of assets and liabilities when the volume and level of activity for the asset/liability has significantly decreased. FSP 157-4 also provides guidance on identifying circumstances that indicate a transaction is not orderly. In addition, FSP 157-4 requires disclosure in interim and annual periods of the inputs and valuation techniques used to measure fair value and a discussion of changes in valuation techniques. The Company is evaluating the effect of the adoption of FSP 157-4 and determined that it did not have a material impact on its results of operations and financial position.

UV FLU TECHNOLOGIES, INC

(A Development Stage Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS

SIGNIFICANT ACCOUNTING POLICIES (cont’d)

Recent Accounting Pronouncements (cont’d)

In July 2006, the FASB issued ASC subtopic 740-10 (formerly Interpretation No. (“FIN”) 48, “Accounting for Uncertainty in Income Taxes”). ASC 740-10 sets forth a recognition threshold and valuation method to recognize and measure an income tax position taken, or expected to be taken, in a tax return. The evaluation is based on a two-step approach. The first step requires an entity to evaluate whether the tax position would “more likely than not,” based upon its technical merits, be sustained upon examination by the appropriate taxing authority. The second step requires the tax position to be measured at the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement. In addition, previously recognized benefits from tax positions that no longer meet the new criteria would no longer be recognized. The application of this Interpretation will be considered a change in accounting principle with the cumulative effect of the change recorded to the opening balance of retained earnings in the period of adoption. Adoption of this new standard is not expected to have a material impact on our financial position, results of operations or cash flows.

In April 2008, the FASB issued ASC 815-40 (formerly Emerging Issues Task Force (“EITF”) 07-05, "Determining whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock"). ASC815-40 applies to any freestanding financial instruments or embedded features that have the characteristics of a derivative, and to any freestanding financial instruments that are potentially settled in an entity’s own common stock. ASC 815-40 is effective for financial statements issued for fiscal years beginning after December 15, 2008. The Company is currently evaluating the impact ASC 815-40, but does not expect the adoption of this pronouncement will have a material impact on its financial position, results of operations or cash flows.

In June 2009, the FASB issued ASC 105 Accounting Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principles. The FASB Accounting Standards Codification TM (the “Codification”) has become the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with Generally Accepted Accounting Principles (“GAAP”). All existing accounting standard documents are superseded by the Codification and any accounting literature not included in the Codification will not be authoritative. Rules and interpretive releases of the SEC issued under the authority of federal securities laws, however, will continue to be the source of authoritative generally accepted accounting principles for SEC registrants. Effective September 30, 2009, all references made to GAAP in our consolidated financial statements will include references to the new Codification. The Codification does not change or alter existing GAAP and, therefore, will not have an impact on our financial position, results of operations or cash flows.

In June 2009, the FASB issued changes to the consolidation guidance applicable to a variable interest entity (VIE). FASB ASC Topic 810, "Consolidation," amends the guidance governing the determination of whether an enterprise is the primary beneficiary of a VIE, and is, therefore, required to consolidate an entity, by requiring a qualitative analysis rather than a quantitative analysis. The qualitative analysis will include, among other things, consideration of who has the power to direct the activities of the entity that most significantly impact the entity's economic performance and who has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. This standard also requires continuous reassessments of whether an enterprise is the primary beneficiary of a VIE. FASB ASC 810 also requires enhanced disclosures about an enterprise's involvement with a VIE. Topic 810 is effective as of the beginning of interim and annual reporting periods that begin after November 15, 2009. This will not have an impact on the Company’s financial position, results of operations or cash flows.

UV FLU TECHNOLOGIES, INC

(A Development Stage Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS

SIGNIFICANT ACCOUNTING POLICIES (cont’d)

Recent Accounting Pronouncements (cont’d)

In June 2009, the FASB issued Financial Accounting Standards Codification No. 860 - Transfers and Servicing. FASB ASC No. 860 improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor's continuing involvement, if any, in transferred financial assets. FASB ASC No. 860 is effective as of the beginning of each reporting entity's first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. The Company is evaluating the impact the adoption of FASB ASC No. 860 will have on its financial statements.

International Financial Reporting Standards

In November 2008, the Securities and Exchange Commission (“SEC”) issued for comment a proposed roadmap regarding potential use of financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. Under the proposed roadmap, the Company would be required to prepare financial statements in accordance with IFRS in fiscal year 2014, including comparative information also prepared under IFRS for fiscal 2013 and 2012. The Company is currently assessing the potential impact of IFRS on its financial statements and will continue to follow the proposed roadmap for future developments.

ASSET ACQUISITION

On December 16, 2009, the Company entered into an Asset Purchase Agreement with an effective date of November 15, 2009, with AmAirpure, Inc., a related party, whereby the Company acquires certain of their assets relating to the design, development, and manufacture of technology and products including air purification systems. The agreement resulted in the issuance of 15,000,000 shares of common stock of the Company. The assets acquired included inventory, valued at sellers cost of $44,500, and a patent valued at $nil. The shares given were valued at the fair market value of the assets acquired.

LOANS PAYABLE

At December 31, 2009, the Company had a third party loan payable for $86,660 (September 30, 2009 - $nil). The loan bears interest at a rate of 10% per annum, and is due on demand. Arrears in payment of the principal and any interest shall bear interest at the rate of 30% per year calculated annually.

COMMON STOCK

Our authorized common stock consists of 75,000,000 shares with a par value of $0.001 per share.

On April 04, 2006, we issued 48,000,000 shares of common stock at a price of $0.01 for cash totalling $15,000.

On November 25, 2006, we issued 64,000,000 shares of common stock at a price of $0.01 for cash totalling $20,000.

On September 18, 2007, we issued 30,080,000 shares of common stock at a price of $0.10 for cash totalling $94,000.

On October 12, 2009, 112,000,000 shares of common stock were surrendered and cancelled.

On November 12, 2009, a forward split 32:1 was approved and enacted.

On December 16, 2009, we issued 15,000,000 shares of common stock for assets purchased. See Note 4.

As at December 31, 2009 and 2008, there are no outstanding options or warrants.

UV FLU TECHNOLOGIES, INC

(A Development Stage Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS

INCOME TAXES

We are subject to US and Canadian income taxes. To date, we have accumulated losses of approximately $221,040, and therefore have paid no income tax. We expect tax rates in both the US and Canada to be approximately 34%. Substantially all operations prior to September 30, 2009 have been in Canada. Substantially all operations going forward will be in the United States.

Deferred income taxes arise from temporary timing differences in the recognition of income and expenses for financial reporting and tax purposes. Our deferred tax assets consist entirely of the benefit from net operating loss (“NOL”) carry-forwards. The NOL carry-forwards expire in 2028. Our deferred tax assets are offset by a valuation allowance due to the uncertainty of the realization of the NOL carry-forwards. NOL carry-forwards may be further limited by a change our ownership and other provisions of the tax laws.

The provision for refundable Federal income tax, using an effective tax rate of thirty-four percent (34%), consists of the following:

	Period Ended December 31, 2009			Year Ended September 30, 2009
Refundable Federal income tax attributable to:
Current operations	$	(31,700	)	$	(7,000	)
Change in deferred tax valuation allowance		31,700			7,000
Net refundable amount		-			-

The cumulative tax effect at the expected rate of thirty-four percent (34%) of significant items comprising our net deferred tax amount is as follows:

	December 31, 2009			September 30, 2009
Deferred tax asset attributable to:
Net operating loss carryover	$	75,200		$	43,400
Less: Valuation allowance		(75,200	)		(43,400	)
Net deferred tax asset		-			-

At December 31, 2009, we had an unused NOL carryover of approximating $221,040 that is available to offset future taxable income; it expires the beginning in 2026.

SUBSEQUENT EVENTS

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through February 16, 2010, the date the financial statements were issued.

There are no subsequent events to disclose.

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

The following discussion should be read in conjunction with our financial statements and notes thereto included elsewhere in this quarterly report. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward-looking statements are based upon estimates, forecasts, and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by us, or on our behalf. We disclaim any obligation to update forward-looking statements.

Background

We were organized under the laws of the State of Nevada on April 4, 2006 under the name “Northwest Chariots, Inc.” and were engaged in the business of renting and selling electrically powered human transporters, like electric bicycles, chariots and quads. Subsequent to our fiscal year ended September 30, 2009, we decided to change our product mix to air purification products and to focus on the research, development, manufacturing and sales of air purification systems and products.

In furtherance of our business objectives, on November 12, 2009, we effected a 32-1 forward stock split of all our issued and outstanding shares of common stock, and we merged with our wholly-owned subsidiary, UV Flu Technologies, Inc., for the purposes of effecting a name change to “UV Flu Technologies, Inc.”

On November 15, 2009, we acquired AmAirpure Inc.’s air purification technology, product, inventory and certain equipment pursuant to an Asset Purchase Agreement with AmAirpure, Inc. We issued 15,000,000 shares of our common stock to shareholders of AmAirpure in connection with the asset acquisition. Additionally, on November 25, 2009, we entered into a Distribution Agreement with Puravair Distributors LLC (“Puravair”) where we appointed Puravair as our exclusive master distributor for our Viraguard UV-400 product and our other products for the professional, medical and commercial markets in the U.S. and Canada.

We currently have minimal revenue from operations. In order to meet our business objectives, we will need to raise additional funds through equity or convertible debt financing. There can be no assurance that we will be successful in raising additional funds and, if unsuccessful, our plans for expanding operations and business activities may have to be curtailed. Any attempt to raise funds, through debt or equity financing, would likely result in dilution to existing shareholders.

Critical Accounting Policies

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management of our company to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. We believe certain critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements. A description of our critical accounting policies is set forth in our Annual Report on Form 10-K for the year ended September 30, 2009. As of, and for the three months ended December 31, 2009, there have been no material changes or updates to our critical accounting policies.

Results of Operations

The following discussion of the financial condition, results of operations, cash flows and changes in our financial position should be read in conjunction with our audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2009 filed on December 29, 2009.

Comparison of three month periods ended December 31, 2009 and December 31, 2008

During the three month periods ended December 31, 2009 and November 30, 2008, we earned revenues of $0 and $6,000, respectively.

For the three month periods ended December 31, 2009 and December 31, 2008, we incurred a loss of $93,257 and $7,213, respectively. The increase was largely attributed to increased marketing expenses, professional fees, consulting expenses and investor relations expenses.

Period from inception, April 4, 2006 to December 31, 2009

Since inception, we have an accumulated deficit during the development stage of $221,040.

Liquidity and Capital Resources

As of December 31, 2009, we had $20,025 in cash and a working capital deficiency of $47,540. During the three month period ended December 31, 2009, our primary sources of cash were loan proceeds and an increase in accounts payable.

For the three month period ended December 31, 2009, we generated net cash of $16,130, primarily from loan proceeds of $86,660, an increase in accounts payable of $20,433, and proceeds of $3,400 from the sales of equipment, offset by a loss of $93,257 from operating activities. However, we completed the acquisition of certain assets of AmAirpure issuing shares of our common stock.

We anticipate that our cash requirements will be significant in the near term due to our expected implementation of our marketing and sales goals. Accordingly, we expect to continue to use cash to fund operations for at least the remaining of our fiscal year ending September 30, 2010.

Off-Balance Sheet Transactions

There are no off-balance sheet items.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

Item 4. Controls and Procedures.

We carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer along with our Principal Financial Officer, of the effectiveness of the design of the our disclosure controls and procedures (as defined by Exchange Act Rule 13a-15(e) and 15a-15(e)) as of the end of our fiscal quarter pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, our Principal Executive Officer along with our Principal Financial Officer concluded that our disclosure controls and procedures are effective in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes in our internal controls over financial reporting that occurred during the three months ended December 31, 2009 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company have been detected.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

With the exception of historical facts stated herein, the matters discussed in this report on Form 10-Q are “forward looking” statements that involve risks and uncertainties that could cause actual results to differ materially from projected results. Such “forward looking” statements include, but are not necessarily limited to statements regarding anticipated levels of future revenues and earnings from the operations of UV Flu Technologies, Inc. (the “Company,” “we,” “us” or “our”), projected costs and expenses related to our operations, liquidity, capital resources, and availability of future equity capital on commercially reasonable terms. Factors that could cause actual results to differ materially are discussed below. We disclaim any intent or obligation to publicly update these “forward looking” statements, whether as a result of new information, future events or otherwise.

An investment in our common stock is subject to risks inherent to our business. The material risks and uncertainties that management believes affect us are described below. Before making an investment decision, you should carefully consider the risks and uncertainties described below together with all of the other information included or incorporated by reference in this report. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties that management is not aware of or focused on or that management currently deems immaterial may also impair our business operations. This report is qualified in its entirety by these risk factors.

If any of the following risks actually occur, our financial condition and results of operations could be materially and adversely affected. If this were to happen, the value of our common stock could decline significantly, and you could lose all or part of your investment.

Our limited operating history may not serve as an adequate basis to judge our future prospects and results of operations.

We have a limited operating history. As such, our historical operating results may not provide a meaningful basis for evaluating our business, financial performance and prospects. Accordingly, you should not rely on our results of operations for any prior periods as an indication of our future performance. Our operations will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. We are in the development stage and potential investors should be aware of the difficulties normally encountered by enterprises in the development stage. If our business plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment in our company.

We cannot accurately predict future revenues or profitability in the emerging market for air purifiers.

The market for ultra violet indoor air purifiers is rapidly evolving. As is typical for a rapidly evolving industry, demand and market acceptance for recently introduced products are subject to a high level of uncertainty. Moreover, since the market for our products is evolving, it is difficult to predict the future growth rate, if any, and size of this market.

Because of our lack of an operating history and the emerging nature of the markets in which we compete, we are is unable to accurately forecast our revenues or our profitability. The market for our products and the long-term acceptance of our products are uncertain, and our ability to attract and retain qualified personnel with industry expertise, particularly sales and marketing personnel, is uncertain. To the extent we are unsuccessful in increasing revenues, we may be required to appropriately adjust spending to compensate for any unexpected revenue shortfall, or to reduce our operating expenses, causing us to forego potential revenue generating activities, either of which could have a material adverse effect on our business, results of operations and financial condition.

We have incurred losses in prior periods and may incur losses in the future.

We incurred net losses of approximately $93,257 for our fiscal quarter ended December 31, 2009. As of December 31, 2009, we had an accumulated deficit of approximately $221,040. We have not achieved profitability in any period, and we expect to continue to incur net losses for the foreseeable future. Should we continue to incur net losses in future periods, we may not be able to increase the number of employees or our investment in capital equipment, sales and marketing programs and research and development in accordance with present plans. Continuation of net losses may also require us to secure additional financing sooner than expected. Such financing may not be available in sufficient amounts, or on terms acceptable to us and may dilute existing shareholders.

We will require additional capital in the future in order to maintain and expand our operations. Failure to obtain required capital would adversely affect our business.

Until such time as we become profitable, we will be required to obtain additional financing or capital investments in order to maintain and expand our operations and take advantage of future business opportunities. Obtaining additional financing will be subject to, among other factors, market conditions, industry trends, investor sentiment and investor acceptance of our business plan and management. These factors may make the timing, amount, terms and conditions of additional financing unattractive or unavailable to us. There are no assurances that we will be able to raise cash from equity or debt financing efforts or that, even if raised, such cash would be sufficient to satisfy our anticipated capital requirements. Further, there is no assurance concerning the terms on which such capital might be available. Failure to obtain financing sufficient to meet our anticipated capital requirements could have a material adverse effect on our business, operating results and financial condition.

If our products do not achieve greater market acceptance, or if alternative brands are developed and gain market traction, our business would be adversely affected.

Our success is dependent upon the successful development and marketing of our products. Our future success depends on increased market acceptance of our air purifier product lines. The air purification community may not embrace our product line. Acceptance of our products will depend on several factors, including cost, product effectiveness, convenience, strategic partnerships and reliability. We also cannot be sure that our business model will gain wide acceptance among retailers or the air purifier community. If the market fails to continue to develop, or develops more slowly than we expect, our business, results of operations and financial condition will be adversely affected. Moreover, if new air purifier brands are developed, our prospective products and current technologies could become less competitive or obsolete. Any of these factors could have a material and adverse impact on our growth and profitability.

The markets in which we operate are very competitive, and many of our competitors and potential competitors are larger, more established and better capitalized than we are.

Although air purification technology is a rapidly emerging technology, the market for these products is highly competitive and we expect that competition will continue to intensify. Our products compete broadly with other current companies offering air purification technology, including companies that offer UV air purification technology, such as 3M Corporation and Sears. These products compete directly with the products offered by us.

Many competitors have longer operating histories, larger customer bases, and greater financial, research and development, technical, marketing and sales, and personnel resources than we have. Given their capital resources, the larger companies with whom we compete or may compete in the future, are in a better position to substantially increase their manufacturing capacity, research and development efforts or to withstand any significant reduction in orders by customers in our markets. Such larger companies typically have broader and more diverse product lines and market focus and thus are not as susceptible to downturns in a particular market. In addition, some of our competitors have been in operation much longer than we have been and therefore may have more longstanding and established relationships with current and potential customers.

Because we are small and do not have much capital, we must limit our activities. Our relative lack of capital and resources will adversely affect our ability to compete with large entities that market air purifier products. We compete against other air purifier manufacturers and retailers, some of which sell their products globally, and some of these providers have considerably greater resources and abilities than we have. These competitors may have greater marketing and sales capacity, established sales and distribution networks, significant goodwill and global name recognition. Furthermore, it may become necessary for us to reduce our prices in response to competition. A reduction in prices of our products could adversely affect our revenues and profitability.

In addition, other entities not currently offering products similar to us may enter the market. Any delays in the general market acceptance of our products may harm our competitive position. Any such delay would allow our competitors additional time to improve their service or product offerings, and provide time for new competitors to develop. Increased competition may result in pricing pressures, reduced operating margins and loss of market share, which could have an adverse effect on our business, operating results and financial condition.

Inability of our officers and directors to manage the growth of the business may limit our success.

We expect to grow as we execute or business strategy. Rapid growth would place a significant strain on our management and operational resources. In addition, we expect the demands on our infrastructure and technical support resources to grow along with our customer base, and if we are successful in implementing our marketing strategy, it could experience difficulties responding to demand for our products and technical support in a timely manner and in accordance with market expectations. These demands may require the addition of new management personnel or the development of additional expertise by existing management personnel. There can be no assurance that our networks, procedures or controls will be adequate to support our operations or that management will be able to keep pace with such growth. Failure to manage growth effectively could have a material adverse effect on our business, operating results and financial condition.

As we expand, management will be faced with new challenges due to increases in operating expenses and risks related to expansion.

As our business grows and expands, we will spend substantial financial and other resources on developing and introducing new products and expanding our sales and marketing organization, strategic relationships and operating infrastructure. If our business and revenues grow, we expect that our cost of revenues, sales and marketing expenses, general and administrative expenses, operations and customer support expenses will increase.

If we fail to integrate our recent acquisitions with our operations, our business could suffer.

We recently acquired air purification technology and products from AmAirpure, Inc., and in the future we may acquire more air purification technologies, businesses or assets. The integration of acquired businesses, technologies or assets requires significant effort and entails risks. We may find it difficult to integrate operations of acquired businesses as personnel may leave and licensees, distributors or suppliers may terminate their arrangements or demand amended terms to these arrangements. Additionally, our management may have their attention diverted while trying to integrate businesses or assets that may be acquired. If we are not able to successfully integrate any businesses or assets that we acquire, we may not realize the anticipated benefits of these acquisitions.

Our success depends on our ability to capitalize on our strategic relationships and partnerships with suppliers, distributors, purchasers and users of our products.

We will rely on strategic relationships with third parties to expand our distribution channels and to undertake joint product development and marketing efforts. Our ability to increase sales depends on marketing our products through new and existing strategic relationships. We intend to partner with established existing suppliers and distributors in order to reach target markets such as the medical, healthcare, hospitality, food service and lodging markets. The termination of one or more of our strategic relationships may have a material adverse effect on our business, operating results and financial condition.

Our intellectual property may not protect our products, and/or our products may infringe on the intellectual property rights of third parties.

We regard our trademarks, trade secrets and similar intellectual property as critical to our success and attempts to protect such property with registered and common law trademarks and copyrights, restrictions on disclosure and other actions to forestall infringement. Despite precautions implemented by us, unauthorized third parties may copy certain portions of our products or reverse engineer or obtain and use information regarded by us as proprietary. We have secured one patent in the United States, have filed an application for an additional patent, and may seek additional patents in the future. We do not know if a patent will issue on the patent application or whether any future patent applications will be issued with the scope of the claims sought by us, or whether any patents received by us will be challenged or invalidated. In addition, many other organizations are engaged in research and product development efforts that may overlap with our products. Such organizations may currently have, or may obtain in the future, legally blocking proprietary rights, including patent rights, in one or more products or methods under development or consideration by us. These rights may prevent us from commercializing products, or may require us to obtain a license from the organizations to use the technology. We may not be able to obtain any such licenses that may be required on reasonable financial terms, if at all, and cannot be sure that the patents underlying any such licenses will be valid or enforceable. The laws of some foreign countries do not protect proprietary rights to the same extent as the laws of the United States. Our means of protecting our proprietary rights in the United States or abroad may not be adequate and competitors may independently develop similar technology and products. Third parties may infringe or misappropriate our copyright, trademarks and similar proprietary rights. In addition, other parties may assert infringement claims against us. We cannot be certain that our products do not infringe issued patents that may relate to our products. We may be subject to legal proceedings and claims from time to time in the ordinary course of business, including claims of alleged infringement of the trademarks and other intellectual property rights of third parties. Intellectual property litigation is expensive and time consuming and may divert management's attention away from running our business which may have a material adverse effect on our business, operating results and financial condition.

The value of our technology may be vulnerable to the discovery of unknown technological defects.

Our products depend on complex technology. Complex technology often contains defects, particularly when first introduced or when new versions are released. Although we conduct extensive testing, there is a possibility that technology defects may not be detected until after the product has been released. Although we have not experienced any material technology defects to date, it is possible that despite testing, defects may occur in the products. The defects may result in damage to our reputation or increase costs, cause us to lose revenue or delay market acceptance or divert our development resources, any of which may have a material adverse effect on our business, operating results and financial condition.

Government and private insurance plans may not adequately reimburse patients for our products, which could result in reductions in sales or selling prices for our products.

Our ability to sell our products will depend in some part on the extent to which reimbursement for the cost of our products will be available from government health administration authorities, private health insurers and other organizations. In November 2008, the FDA approval for our UV 400 Viraguard product as a Class II medical device, and we believe that certain purchasers of our product may generally qualify for reimbursement of some of the costs of purchasing our product, subject to the terms and conditions of their insurance plan or Medicare or Medicaid. Third party payers such as insurance companies are increasingly challenging the prices charged for medical products and can, without notice, deny coverage for treatments that may include the use of our products. Therefore, even if a product is approved for marketing, we cannot be assured that reimbursement will be allowed for the product, that the reimbursement amount will be adequate or, that the reimbursement amount, even if initially adequate, will not subsequently be reduced. Additionally, future legislation or regulations concerning the healthcare industry or third party or governmental coverage and reimbursement, particularly legislation or regulation limiting consumers’ reimbursement rights, may harm our business.

As we develop new products, those products will generally not qualify for reimbursement, if at all, until they are approved for marketing and until they are approved for reimbursement under policies of insurance, Medicare and Medicaid. We do not file claims and bill governmental programs or other third party payers directly for reimbursement for our products. However, we are still subject to laws and regulations relating to governmental reimbursement programs, particularly Medicaid and Medicare.

Failure to comply with anti-kickback and fraud regulations could result in substantial penalties and changes in our business operations.

The federal Anti-Kickback Law prohibits persons from knowingly and willfully soliciting, receiving, offering or providing remuneration, directly or indirectly, to induce either the referral of an individual, or the furnishing, recommending or arranging for a good or service, for which payment may be made under a federal healthcare program such as the Medicare and Medicaid programs. The U.S. government has interpreted this law broadly to apply to the marketing and sales activities of manufacturers and distributors like us. Many states and other governments have adopted laws similar to the federal Anti-Kickback Law. We are also subject to other federal and state fraud laws applicable to payment from any third party payer. These laws prohibit persons from knowingly and willfully filing false claims or executing a scheme to defraud any healthcare benefit program, including private third party payers. These laws may apply to manufacturers and distributors who provide information on coverage, coding, and reimbursement of their products to persons who do bill third party payers. Any violation of these laws and regulations could result in civil and criminal penalties (including fines), increased legal expenses and exclusions from governmental reimbursement programs, all of which could have a material adverse effect upon our business, financial conditions and results of operations.

Complying with Food and Drug Administration, or FDA, and other regulations is an expensive and time-consuming process, and any failure to comply could have a materially adverse effect on our business, financial condition, or results of operations.

We are subject to various federal, state, local and international regulations regarding our business activities, including regulation by the U.S. FDA. Failure to comply with these regulations could result in, among other things, recalls of our products, substantial fines and criminal charges against us or against our employees. Compliance with such regulations is costly in terms of the time and money required to complete the approval process. Furthermore, our products could be subject to recall if the FDA, state regulatory authorities or we determine, for any reason, that our products are not safe or effective. Any recall or other regulatory action could increase our costs, damage our reputation, affect our ability to supply customers with the quantity of products they require and materially affect our operating results.

Product sales, introductions or modifications may be delayed or canceled as a result of FDA regulations or similar foreign regulations, which could cause our sales and profits to decline.

Before we can market or sell a new medical device in the United States, we must obtain FDA clearance, which can be a lengthy and time-consuming process and thus very costly. We will have to receive clearance from the FDA to market our products in the United States under Section 510(k) of the Federal Food, Drug, and Cosmetic Act or our products must be found to be exempt from the Section 510(k) clearance process.

Any new product introduction or existing product modification could be subjected to a lengthier, more rigorous FDA examination process. For example, in certain cases we may need to conduct clinical trials of a new product before submitting a 510(k) notice. Additionally, we may be required to obtain premarket approvals for our products. The requirements of these more rigorous processes could delay product introductions and increase the costs associated with FDA compliance. Marketing and sale of our products outside the United States are also subject to regulatory clearances and approvals, and if we fail to obtain these regulatory approvals, our sales could suffer.

We cannot assure you that any new products we develop will receive required regulatory approvals from U.S. or foreign regulatory agencies.

We are subject to substantial regulation related to quality standards applicable to our manufacturing and quality processes. Our failure to comply with these standards could have an adverse effect on our business, financial condition, or results of operations.

The FDA regulates the approval, manufacturing, and sales and marketing of our products in the U.S. Although we outsource the manufacture of our products and do not currently manufacture any products currently, our manufacturers may be required to register with the FDA and may be subject to periodic inspection by the FDA for compliance with the FDA’s Quality System Regulation (“QSR”) requirements, which require manufacturers of medical devices to adhere to certain regulations, including testing, quality control and documentation procedures. In addition, the federal Medical Device Reporting regulations require our manufacturers to provide information to the FDA whenever there is evidence that reasonably suggests that a device may have caused or contributed to a death or serious injury or, if a malfunction were to occur, could cause or contribute to a death or serious injury. Compliance with applicable regulatory requirements is subject to continual review and is rigorously monitored through periodic inspections by the FDA. Failure to comply with current governmental regulations and quality assurance guidelines could lead to temporary manufacturing shutdowns, product recalls or related field actions, product shortages or delays in product manufacturing. Efficacy or safety concerns, an increase in trends of adverse events in the marketplace, and/or manufacturing quality issues with respect to our products could lead to product recalls or related field actions, withdrawals, and/or declining sales.

Our profitability and success is subject to risks associated with potential general economic downturn.

Recently, the general health of the U.S. economy has been relatively weakened substantially, a consequence of which has been declining spending by individuals and companies. To the extent the general economic health of the U.S. continues to decline, or to the extent individuals or companies fear such a decline will continue, such individuals and companies may continue to reduce expenditures such as those for the products offered by us because such products may be considered dispensable items in a recession. A continued decline could delay decisions among certain of our customers to purchase our products or could delay decisions by prospective customers to make initial evaluations of our products. Such delays may have a material adverse effect on our business, operating results and financial condition.

A limited public trading market exists for our common stock, which makes it more difficult for our stockholders to sell their common stock in the public markets.

Although our common stock is quoted on the OTC Bulletin Board, or OTCBB, under the symbol “UVFT,” there is currently no active public trading market for our common stock. No assurance can be given that an active market will develop or that a stockholder will ever be able to liquidate our shares of common stock without considerable delay, if at all. Many brokerage firms may not be willing to effect transactions in our securities. Furthermore, our future stock price may be impacted by factors that are unrelated or disproportionate to our operating performance. These market fluctuations, as well as general economic, political and market conditions, such as recessions, lack of available credit, interest rates or international currency fluctuations may adversely affect the future market price and liquidity of our common stock.

Our common stock may be subject to the penny stock rules which may make it more difficult to sell our common stock.

Because our common stock is not listed on any national securities exchange, trading in our common stock is also subject to the regulations regarding trading in “penny stocks,” which are those securities trading for less than $5.00 per share. The following is a list of the general restrictions on the sale of penny stocks:

Before the sale of penny stock by a broker-dealer to a new purchaser, the broker-dealer must determine whether the purchaser is suitable to invest in penny stocks. To make that determination, a broker-dealer must obtain, from a prospective investor, information regarding the purchaser’s financial condition and investment experience and objectives. Subsequently, the broker-dealer must deliver to the purchaser a written statement setting forth the basis of the suitability finding and obtain the purchaser’s signature on such statement.

A broker-dealer must obtain from the purchaser an agreement to purchase the securities. This agreement must be obtained for every purchase until the purchaser becomes an “established customer.” A broker-dealer may not effect a purchase of a penny stock less than two business days after a broker-dealer sends such agreement to the purchaser.

The Securities Exchange Act of 1934, or the Exchange Act, requires that before effecting any transaction in any penny stock, a broker-dealer must provide the purchaser with a “risk disclosure document” that contains, among other things, a description of the penny stock market and how it functions and the risks associated with such investment. These disclosure rules are applicable to both purchases and sales by investors.

A dealer that sells penny stock must send to the purchaser, within ten days after the end of each calendar month, a written account statement including prescribed information relating to the security.

These requirements can severely limit the liquidity of securities in the secondary market because few brokers or dealers are likely to be willing to undertake these compliance activities. As a result of our common stock not being listed on a national securities exchange and the rules and restrictions regarding penny stock transactions, an investor’s ability to sell to a third party and our ability to raise additional capital may be limited. We make no guarantee that our market-makers will continue to make a market in our common stock, or that any market for our common stock will continue.

We cannot guarantee that investors will be paid any dividends.

We have never declared or paid dividends on our common stock. We intend to retain earnings, if any, to support the development of our business and therefore do not anticipate paying cash dividends for the foreseeable future. Payment of future dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including current financial condition, operating results and current and anticipated cash needs.

Nevada law and our articles of incorporation authorize us to issue shares of stock, which shares may cause substantial dilution to our existing shareholders and/or have rights and preferences greater than our common stock.

Pursuant to our Articles of Incorporation, we have, as of the date of this Report, 75,000,000 shares of common stock authorized. As of the date of this Report, we have 45,080,000 shares of common stock issued and outstanding. As a result, our Board of Directors has the ability to issue a large number of additional shares of common stock without shareholder approval, which if issued could cause substantial dilution to our then shareholders.

We are subject to new corporate governance and internal control reporting requirements, and our costs related to compliance with, or our failure to comply with existing and future requirements, could adversely affect our business .

We face corporate governance requirements under the Sarbanes-Oxley Act of 2002, as well as new rules and regulations subsequently adopted by the SEC and the Public Company Accounting Oversight Board. These laws, rules and regulations continue to evolve and may become increasingly stringent in the future. We are required to include management's report on internal controls as part of our annual report pursuant to Section 404 of the Sarbanes-Oxley Act. Furthermore, under the Sarbanes-Oxley rules, an attestation report on our internal controls from our independent registered public accounting firm will be required as part of our annual report for the fiscal year ending September 30, 2010. We strive to continuously evaluate and improve our control structure to help ensure that we comply with Section 404 of the Sarbanes-Oxley Act. The financial cost of compliance with these laws, rules and regulations is expected to remain substantial. We cannot assure you that we will be able to fully comply with these laws, rules and regulations that address corporate governance, internal control reporting and similar matters. Failure to comply with these laws, rules and regulations could materially adversely affect our reputation, financial condition and the value of our securities.

If we are unable to successfully recruit qualified and experienced employees and personnel, we may not be able to execute our business plan.

Our ability to increase revenues will depend in large part on our ability to successfully recruit, train and retain sales marketing personnel. There can be no assurance that we will be able to find, attract and retain existing employees or that we will be able to find, attract and retain qualified personnel on acceptable terms. Competition for additional qualified personnel is intense and we may not be able to hire or retain personnel with relevant experience. Any delays or difficulties encountered by us in hiring or retaining qualified personnel may adversely affect our business, operating results and financial condition.

We are dependent on our key employees.

Our success depends to a significant extent upon the continued service of our senior management and key executives, including John J. Lennon, President, CEO and Chief Financial Officer. Our success depends on the skills, experience and performance of senior management and other key personnel, many of whom have also worked together for only a short period of time. We do not have long-term employment agreements with any member of senior management or other key personnel. Our success also depends on our ability to recruit, train or retain qualified personnel. The loss of the services of any of the key members of senior management, other key personnel, or our inability to recruit, train or retain senior management or key personnel may have a material adverse effect on our business, operating results and financial condition.

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 Holders.

None

Item 5. Other Information.

Item 6. Exhibits.

Exhibit Number		Name

10.1		Distribution Agreement with Puravair Distributors LLC

31.1		Rule 13a-14(a)/15d-14(a) Certification (Principal Executive Officer)

31.2		Rule 13a-14(d)/15d-14(d) Certification (Principal Financial Officer)

32		Section 1350 Certifications

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, on this 16th day of February, 2010.

	UV FLU TECHNOLOGIES, INC

	By:	/s/ John J. Lennon

	Name: John J. Lennon
	Title: President, Chief Executive Officer and Chief Financial Officer

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UV FLU TECHNOLOGIES INC Reports

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