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EX-32 - EXHIBIT 32 - UV FLU TECHNOLOGIES INCv232040_ex32.htm
EX-31.2 - EXHIBIT 31.2 - UV FLU TECHNOLOGIES INCv232040_ex31-2.htm
EX-31.1 - EXHIBIT 31.1 - UV FLU TECHNOLOGIES INCv232040_ex31-1.htm

UNITED STATES 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:  June 30, 2011
 
¨
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 or Other Jurisdiction of
 
(I.R.S. Employer
Incorporation or Organization)
 
Identification Number)

1694 Falmouth Road, Suite 125
Centerville, Massachusetts 02632-2933
(Address of principal executive offices) (Zip Code)

(508) 362-5455
(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.  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 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 smaller
 reporting company)
x
 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 August 1, 2011
Common stock, $.001 par value
 
67,876,198

 
 

 

UV FLU TECHNOLOGIES, INC.
FORM 10-Q

June 30, 2011

INDEX

 
PAGE
PART I—FINANCIAL INFORMATION
 
   
Item 1. Financial Statements (unaudited)
2
   
Condensed Consolidated Balance Sheets as of June 30, 2011 (Unaudited) and September 30, 2010  (Audited)
2
   
Condensed Consolidated Statements of Operations for the nine-month period ended June 30,   2011 and 2010 and for the period from April 4, 2006 (inception) to June 30, 2011  (Unaudited)
3
   
Condensed Consolidated Statements of Operations for the three-month period ended June 30,   2011 and 2010 (Unaudited)
4
   
Condensed Consolidated Statements of Cash Flows for the nine-month periods ended June 30, 2011 and 2010 and for the period from April 4, 2006 (inception) to June 30, 2011  (Unaudited)
5
   
Notes to Condensed Financial Statements
6
   
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
14
   
Item 3. Quantitative and Qualitative Disclosures About Market Risk
18
   
Item 4. Controls and Procedures
18
   
PART II—OTHER INFORMATION
 
   
Item 1. Legal Proceedings
19
   
Item 1A. Risk Factors
19
   
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
19
   
Item 3. Defaults Upon Senior Securities
19
   
Item 4. Reserved
19
   
Item 5. Other Information
19
   
Item 6. Exhibits
19
   
Signatures
20
   
Certification
 
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, 2010, filed on January 13, 2011.
 
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.

 
1

 

PART I—FINANCIAL INFORMATION
Item 1.  Consolidated Financial Statements.

UV FLU TECHNOLOGIES, INC
(A Development Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEETS
 
   
June 30,
2011
(unaudited)
   
September 30,
2010
(audited)
 
             
ASSETS
           
             
Current Assets
           
Cash
  $ 6,175     $ -  
Accounts receivable
    45,419       7,404  
Inventory
    88,913       66,815  
Prepaid
    108,237       95,908  
                 
Total Current Assets
    248,744       170,127  
                 
Equipment, net of depreciation of $946 and $nil as of June 30, 2011 and September 30, 2010, respectively
    3,048       -  
Trademark
    950       -  
                 
Total Assets
  $ 252,742     $ 170,127  
                 
LIABILITIES
               
                 
Current Liabilities:
               
Accounts payable and accrued expenses
  $ 224,883     $ 149,775  
Notes payable – current portion, net of discount of $34,955 at June  30, 2011 and $nil at September 30, 2010 (Note 5)
    238,685       541,864  
                 
Total Current Liabilities
    463,568       691,639  
                 
Notes payable
    13,055       -  
                 
Total Liabilities
    476,623       691,639  
                 
STOCKHOLDERS’ EQUITY
               
                 
Common Stock (Note 6)
               
Authorized:
               
150,000,000 shares, par value $0.001 per share
               
Issued and outstanding:
               
67,876,198 shares at June 30, 2011 and 45,080,000 shares at September 30, 2010
    67,876       45,080  
                 
Additional paid-in capital
    1,314,208       128,420  
                 
Deficit Accumulated During the Development Stage
    (1,605,965 )     (695,012 )
                 
Total Stockholders’ Equity
    (233,881 )     (521,512 )
                 
Total Liabilities and Stockholders’ Equity
  $ 252,742     $ 170,127  
 
The accompanying notes are an integral part of these statements.

 
2

 

UV FLU TECHNOLOGIES, INC
(A Development Stage Company)

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

   
Nine months
ended
June 30,
2011
   
Nine months
ended
June 30,
2010
   
Cumulative April 4,
2006 (Inception)
Through
June 30, 2011
 
                   
Sales and Rental Revenues
  $ 129,146     $ 88,300     $ 272,749  
                         
Cost of Sales
    62,351       56,452       168,553  
                         
Gross Profit
    66,795       31,848       104,196  
                         
Expenses
                       
Bad debt
    -       -       67,500  
Depreciation and amortization
    319       -       6,383  
Marketing
    86,743       42,025       195,243  
Office and administration
    114,199       48,488       213,300  
Organizational costs
    -       -       1,705  
Professional fees
    133,743       127,060       342,856  
Consulting
    253,690       53,284       406,614  
Investor relations
    50,565       37,875       117,607  
                         
Total Expenses
    639,259       308,743       1,351,208  
                         
(Loss) from Operations
    (572,464 )     (276,895 )     (1,247,012 )
                         
Other Income (Expense)
                       
Gain on sale of assets
    -       1,116       1,116  
Interest expense
    (70,111 )     -       (92,770 )
Gain (Loss) on foreign exchange
    -       (3 )     1,079  
Impairment expense
    (268,378 )     -       (268,378 )
                         
Net (Loss)
  $ (910,953 )   $ (275,782 )   $ (1,605,965 )
                         
Basic And Diluted Loss Per Share
  $ (0.02 )  
$ Nil
         
                         
Weighted Average Number Of Shares Outstanding
    53,722,791       45,772,308          

The accompanying notes are an integral part of these statements.

 
3

 

UV FLU TECHNOLOGIES, INC
(A Development Stage Company)

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

   
Three months
ended
June 30,
2011
   
Three months
ended
June 30,
2010
 
             
Sales and Rental Revenues
  $ 79,939     $ 650  
                 
Cost of Sales
    31,915       6,439  
                 
Gross Profit
    48,024       (5,789 )
                 
Expenses
               
Depreciation and amortization
    167       -  
Marketing
    16,171       11,333  
Office and administration
    56,227       23,558  
Professional fees
    55,623       18,868  
Consulting
    74,999       27,949  
Investor relations
    (595 )     25,436  
Wages and benefits
            27,636  
                 
Total Expenses
    202,593       134,780  
                 
(Loss) from Operations
    (154,569 )     (140,568 )
                 
Other Income (Expense)
               
Gain on sale of assets
    -       -  
Interest expense
    (28,554 )     -  
Gain (Loss) on foreign exchange
    -       -  
Impairment expense
            -  
                 
Net (Loss)
  $ (183,123 )   $ (140,568 )
                 
Basic And Diluted Loss Per Share
  $ (0.00 )  
$ Nil
 
                 
Weighted Average Number Of Shares Outstanding
    64,538,420       45,080,000  

The accompanying notes are an integral part of these statements.

 
4

 

UV FLU TECHNOLOGIES, INC
(A Development Stage Company)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

   
Nine months
ended
June 30,
2011
   
Nine months
ended
June 30,
2010
   
Cumulative 
April 4,
2006 (Inception)
Through
June 30, 2011
 
                   
Cash Flows from Operating Activities:
                 
Net (loss)
  $ (910,953 )   $ (275,782 )   $ (1,605,95 )
                         
Adjustments to Reconcile Net Loss to Net Cash Used by Operating Activities:
                       
Depreciation and amortization
    318       -       6,382  
Gain on sale of assets
    -       (1,116 )     (1,116 )
Impairment expense
    268,378       -       268,378  
Stock issued for compensation
    212,700       -       212,700  
Amortization of beneficial conversion feature
    43,695       -       43,695  
Changes in current assets and liabilities
                       
Accounts receivable
    (35,169 )     (77,500 )     (42,573 )
Prepaid
    (6,172 )     (4,818 )     (102,080 )
Inventory
    20,381       (130,459 )     (1,937 )
Accounts payable and accrued liabilities
    29,760       89,093       179,535  
Net Cash Flows provided by Operating Activities
    (377,062 )     (400,582 )     (1,042,978 )
                         
Cash Flows from Investing Activities:
                       
Cash acquired in acquisition
    677                  
Cash paid for acquisition
    (10,000     -       (10,000
Purchase of equipment
    (947 )     -       (5,818 )
Sales proceeds  of  equipment
    -       3,400       3,400  
Increase in website development costs
    -       -       (3,477 )
Net Cash Flows provided by Investing Activities
    (10,270 )     3,400       (15,218 )
                         
Cash Flows From Financing Activity:
                       
Proceeds from notes payable
    307,507       405,126       849,371  
Sale of common shares
    86,000       -       215,000  
Net Cash Flows  provided by Financing Activities
    393,507       405,126       1,064,371  
                         
Net Cash Flows
    6,175       7,944       6,175  
                         
Cash, Beginning Of Period
    -       2,819       -  
                         
Cash, End Of Period
  $ 6,175     $ 10,763     $ 6,175  
                         
Supplemental Disclosure Of Cash Flow Information
                       
Cash paid for:
                       
Interest
  $ 765     $ -     $ 381  
Income tax
  $ -     $ -     $ -  
                         
Inventory acquired through issuance of stock
  $ -     $ 44,500       45,000  
Subsidiary acquired through issuance of stock
  $ 135,000     $ -       135,000  
Debt converted to shares
  $ 696,234       -       696,234  
Stock issued for compensation
  $ 146,700       -       146,701  
Shares issued
    14,596,198       15,000,000       29,596,198  

The accompanying notes are an integral part of these statements.

 
5

 
 
UV FLU TECHNOLOGIES, INC
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.
NATURE AND CONTINUANCE OF OPERATIONS

a)
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.  In January 2011, the Company completed the acquisition of RxAir Industries, LLC, a Nevada limited liability company (“RxAir”). The Company year-end is September 30th.

b)
Development Stage Activities
The Company is in the development stage and has only realized minimal revenue from our planned operations.  To generate revenue, our new business plan is to focus on the research, development, manufacturing and sales of air purification systems and products.   Domestically, the Company is marketing to the medical market through the RX Air subsidiary, and it is ramping up marketing efforts to the hospitality marketplace through the UV Flu brand.
 
Based upon our business plan, we are a development stage enterprise.  Accordingly, we present our consolidated 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.

2.
BASIS OF PRESENTATION – GOING CONCERN

Our accompanying consolidated 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 June 30, 2011, we had incurred losses of $1,605,965 since inception, and have working capital deficit of $214,824.  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 consolidated financial statements do not include any adjustments that might result from these uncertainties.

3.
SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies is presented to assist in understanding our consolidated financial statements.  Our consolidated 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 consolidated financial statements.  The consolidated financial statements are stated in United States of America dollars.

 
a)
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).

 
6

 
 
UV FLU TECHNOLOGIES, INC
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

3.
SIGNIFICANT ACCOUNTING POLICIES (cont’d)

 
b)
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 consolidated 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. See Note 7.
 
 
c)
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. As at June 30, 2011 we had $88,913 of finished goods and $nil in raw materials.  As of September 30, 2010, we had $66,815 of finished goods and $nil of raw materials.  Inventory is reviewed for obsolescence at the end of each reporting period.  There was no obsolete inventory as of June 30, 2011 and September 30, 2010.

 
d)
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.  Maintenance and repairs are charged to expense as incurred. Depreciation for the nine months ended June 30, 2011 and 2010 was $318 and $0, respectively.
 
 
e)
Advertising
Advertising costs are expensed as in accordance with ASC subtopic 720-35 (formerly SOP 93-7).
 
 
f)
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 June 30, 2011 and 2010, we had no stock equivalents that were anti-dilutive and excluded in the earnings per share computation.
 
 
g)
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 consolidated financial statements. See Note 8.

 
7

 
 
UV FLU TECHNOLOGIES, INC
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
3.
SIGNIFICANT ACCOUNTING POLICIES (cont’d)
 
 
h)
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.  Revenues are recognized only when the Company has transferred to the customer the significant risk and rewards of ownership of the goods, title to the products transfers, the amount is fixed and determinable, evidence of an agreement exists, there is reasonable assurance of collection of the sales proceeds, the Company has no future obligations, and the customer bears the risk of loss.  This occurs at the time of shipment (FOB shipping point) of the products from the Company’s warehouse and an invoice is prepared. There are no rights of return and exchange is allowed only on defective products. Recognition of revenue is not affected as the right of exchange results in new units being shipped to the customer once defective units have been received by the company and verified as defective.

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

 
j)
Use of Estimates
The preparation of consolidated 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 consolidated financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

 
k)
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. There were no cash equivalents as of June 30, 2011 and September 30, 2010.
 
 
l)
Concentrations
Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents.

 
m)
Recent Accounting Pronouncements
In August 2010, the FASB issued Accounting Standard Updates No. 2010-21 (ASU No. 2010-21) “Accounting for Technical Amendments to Various SEC Rules and Schedules” and No. 2010-22 (ASU No. 2010-22) “Accounting for Various Topics – Technical Corrections to SEC Paragraphs”.  ASU No 2010-21 amends various SEC paragraphs pursuant to the issuance of Release no. 33-9026: Technical Amendments to Rules, Forms, Schedules and Codification of Financial Reporting Policies.  ASU No. 2010-22 amends various SEC paragraphs based on external comments received and the issuance of SAB 112, which amends or rescinds portions of certain SAB topics.  Both ASU No. 2010-21 and ASU No. 2010-22 are effective upon issuance.  The amendments in ASU No. 2010-21 and No. 2010-22 will not have a material impact on the Company’s consolidated 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 consolidated 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 consolidated 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 consolidated financial statements and will continue to follow the proposed roadmap for future developments.

 
n)
Accounts receivable
Accounts receivable are carried on a gross basis, with no discounting, less an allowance for doubtful accounts. We estimate the allowance for doubtful accounts based on existing economic conditions, the financial conditions of the customers, and the amount and the age of past due accounts.  Receivables are considered past due if full payment is not received by the contractual due date.  Past due accounts are generally written off against the allowance for doubtful accounts only after all collection attempts have been exhausted.  There is no collateral held by us for accounts receivable.  There was no allowance for doubtful accounts as of June 30, 2011 or September 30, 2010.

 
8

 

3.
SIGNIFICANT ACCOUNTING POLICIES (cont’d)

 
o)
Impairment of long-lived assets
The Company reviews its long-lived assets periodically to determine potential impairment by comparing the carrying value of the long-lived assets with the estimated future cash flows expected to result from the use of the assets, including cash flows from disposition. Should the sum of the expected future cash flows be less than the carrying value, the Company would recognize an impairment loss. An impairment loss would be measured by comparing the amount by which the carrying value exceeds the fair value of the long-lived assets and intangibles.  The Company recognized $268,368 of impairment expense in the nine months ended June 30, 2011.  See Note 4 for further details.

4.
ASSET ACQUISITION

On December 16, 2009, the Company entered into an Asset Purchase Agreement 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.

On January 31, 2011, the Company completed the acquisition of RxAir pursuant to the Acquisition Agreement.  At the closing of the acquisition, RxAir became a wholly-owned subsidiary of the Company.  The purchase price consisted of: (a)  $125,000, consisting of: (i) $10,000 previously paid upon the execution of the letter of intent between the Company and Red Oak regarding the acquisition transaction, and (ii) $115,000 payable via a convertible note due on October 24, 2011; and (b) 1,500,000 shares of common stock of the Company issuable to Red Oak. The shares issued were valued at $135,000, the current market price on the date of acquisition for a total consideration of $260,000.  The liabilities assumed exceeded the value of the assets acquired by $8,378 at the date of acquisition therefore $268,378 of Goodwill was recorded.  The Goodwill was evaluated and was it was determined that the carrying value of the Goodwill exceeded expected future cash flows and the Goodwill was impaired.  $268,378 of impairment expense has been recognized in the nine months ended June 30, 2011.

The acquisition included a consulting agreement and the issuance of 300,000 shares of common stock of the Company to each of three key personnel of RxAir, such issuance contingent upon their continued active involvement with RxAir and issuable to each as follows: (i) 75,000 shares on the closing date of the acquisition, (ii) 75,000 shares 6 months after the closing date of the acquisition, and (iii) 150,000 shares 12 months after the closing date of the acquisition. The shares given as of the closing date were valued at the current market price on the date of acquisition of $.09 per share for a total consideration of $6,750.  The remaining shares will be expensed as they vest and are issued.
 
5.
NOTES PAYABLE

During the nine months ended June 30, 2011, $696,234 of notes payable was converted into common stock at a rate of $0.30 per share for a total of 9,946,198 shares.  At June 30, 2011, the Company had unrelated third party notes payable totaling $251,740 (September 30, 2010 - $541,864) net of discounts of $34,955 and includes interest payable of $48,310.  Interest expense relating to these notes was $70,111 and $0 for the nine months ended June 30, 2011 and 2010, respectively. The following table details the terms of the notes payable:
 
Loan Amount
   
Current
Portion
   
Interest Rate
   
Penalty
Rate
 
Due Date
$ 7,500     $ 7,500       10 %     30
On demand
  115,000       115,000       6 %     -  
October 24, 2011
  45,000       45,000       8 %     22 %
November 4, 2011
  13,055       4,346       6 %     -  
October 12, 2014
  22,594       22,594       -       -  
On demand
  300       300       -       -  
On demand

The current portion of these notes payable was $238,685 and $541,864 as of June 30, 2011 and September 30, 2010, net of discounts of $34,955 and $0, respectively.  The long term portion of these notes payable was $13,055 and $0 as of June 30, 2011 and September 30, 2010, respectively

During the nine months ended June 30, 2011, loans in the amount of $115,000 and $45,000, as mentioned in the above table, were issued with beneficial conversion features.  These beneficial conversion features were valued at $78,650 and a discount to the note payable was recorded.  This discount will be amortized into interest expense using the interest method over the remaining lives of the notes.  During the nine months ended June 30, 2011, $43,695 was amortized into interest expense and $34,955 remains as the unamortized discount as of June 30, 2011.

 
9

 

UV FLU TECHNOLOGIES, INC
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

6.
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 totaling $15,000.

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

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

On October 12, 2009, 112,000,000 shares of common stock were surrendered 13and 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.

On January 20 2011, we issued 1,000,000 shares of common stock to the directors of the Company in lieu of payment for their services.  The shares given were valued at the current market price of $.061 per share for a total consideration of $61,000

On February 9, 2011, we issued 1,500,000 shares of common stock in the acquisition of RxAir Industries, LLC. The shares issued were valued at the current market price on the date of acquisition of $135,000 ($.09 per share).  See note 4.

On February 9, 2011, we issued 225,000 shares of common stock to three key Rx Air personnel as for consulting services related to the acquisition of RxAir Industries, LLC.  The shares given were valued at the current market price on the date of acquisition of $.09 per share for a total consideration of $20,250.  See note 4

On February 22, 2011, we issued 1,750,000 shares of common stock to directors for consulting services to the Company.  The shares given were valued at the current market price of $.034 per share for a total consideration of $59,500.

On February 22, 2011, we issued 175,000 shares of common stock to consultants for consulting and marketing services to the Company.  The shares given were valued at the current market price of $.034 per share for a total consideration of $5,950

On February 22, 2011, we issued 450,000 shares of common stock of the Company at a price of $0.02 for cash totaling $9,000

On February 25, 2011, we issued 9,946,198 shares of common stock at a price of $0.07 in settlement of $696,234 of convertible debt.

On May 2, 2011, we issued 2,150,000 shares of common stock at a price of $.02 for cash totaling $43,000.

On June 7, 2011, we issued 3, 400,000 shares of common stock in the Company at a price of $.01, and we issued 2,200,000 shares of common stock as compensation for services performed.

On June 23, 2011, the Company approved a vote authorizing an increase in the number of shares authorized from 75 to 150 million shares.

As of June 30, 2011 and September 30, 2010, there are no outstanding options or warrants.


 
10

 
 
UV FLU TECHNOLOGIES, INC
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
7.
INCOME TAXES

We are subject to US income taxes.  To date, we have accumulated losses of approximately $1,605,965 and therefore have paid no income tax.  We expect tax rates in the US to be approximately 34%.  Substantially all operations prior to September 30, 2009 were in Canada.  Substantially all operations during year ending September 30, 2010 and going forward are 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 2029.  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:
 
   
Nine months
ended
June 30,
2011
   
Year ended
September 30,
2010
 
Refundable Federal income tax attributable to:
           
Current operations
  $ (218,500 )   $ (192,000 )
Change in deferred tax valuation allowance
    218,500       192,000  
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:

   
June 30, 2011
   
September 30,
2010
 
Deferred tax asset attributable to:
           
Net operating loss carryover
  $ 454,500     $ 236,000  
Less: Valuation allowance
    (454,500 )     (236,000 )
Net deferred tax asset
    -       -  

At June 30, 2011, we had an unused Canadian NOL carryover of approximating $128,859 that is available to offset future taxable income in Canada; it expires the beginning in 2026. At June 30, 2011, we had unused NOL carryover of approximately $1,200,000 that is available to offset future taxable income in the U.S., it expires beginning in 2030.

 
11

 
 
UV FLU TECHNOLOGIES, INC
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
8.
FAIR VALUE MEASUREMENTS

The Company adopted ASC Topic 820-10 at the beginning of 2009 to measure the fair value of certain of its financial assets required to be measured on a recurring basis.  The adoption of ASC Topic 820-10 did not impact the Company’s financial condition or results of operations.  ASC Topic 820-10 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).  ASC Topic 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date.  A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability.  The three levels of the fair value hierarchy under ASC Topic 820-10 are described below:

Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access.

Level 2 – Valuations based on quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

Level 3 – Valuations based on inputs that are supportable by little or no market activity and that are significant to the fair value of the asset or liability.

The following table presents a reconciliation of all assets and liabilities measured at fair value on a recurring basis as of June 30, 2011:
 
   
Level 1
   
Level 2
   
Level 3
   
Fair Value
 
Cash
  $ 6,175     $ -     $ -     $ 6,175  
Accounts receivable
    -       45,419       -       45,419  
Accounts payable
    -       224,883       -       224,883  
Notes Payable
    -       251,740       -       251,740  

The following table presents a reconciliation of all assets and liabilities measured at fair value on a recurring basis as of September 30, 2010:


   
Level 1
   
Level 2
   
Level 3
   
Fair Value
 
Cash
  $ -     $ -     $ -     $ -  
Accounts receivable
    -       7,404       -       7,404  
Accounts payable
    -       149,775       -       149,775  
Notes Payable
    -       541,864       -       541,864  
 
 
12

 
 
UV FLU TECHNOLOGIES, INC
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
9.
COMMITMENTS

The Company entered into a lease agreement on July 27, 2010 for office space for one year beginning August 15, 2010.  The commitments for the fiscal year ending September 30, 2011 total $11,700.  Rent expense for the six months ending June 30, 2011 was $5,850.

With the acquisition of the RxAir subsidiary, the Company acquired a lease for its operating facilities.  The current lease is for the period of May 1, 2010 to April 30, 2011 at a rate of $1,460 per month.  We have a security deposit in the amount of $4,380 on this lease.  We also rent an office under a second lease which is covered by a lease for the period of January 1, 2011 to December 31, 2011 at a rate of $150 per month.

Future minimum rental payments due under these two leases are $2,360 for the remainder of fiscal 2011 and $450 for fiscal 2012.

Rent expense for the nine months ended June 30, 2011 and year ended September 30, 2010 was $18,675 and $900, respectively

10.
SUBSEQUENT EVENTS

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

On August 7, 2011, the holder of the $45,000 note gave notice to convert $12,000 of the note, in accordance with the terms of the note, into 1,224,490 shares of the Company’s common stock.  The balance of the note after partial conversion is $33,000.

On August 11, 2011, the note for $115,000 plus accrued interest of $3,000 was converted by the holder of the note, in accordance with the terms of the note, as amended, into 13,111,111 shares of the Company’s common stock.

 
13

 

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

The following discussion should be read in conjunction with our consolidated 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

UV Flu Technologies, Inc. (“we”, “us”, “our,” or the “Company”) was organized under the laws of the State of Nevada on April 4, 2006 under the name “Northwest Chariots, Inc.”  We were engaged in the business of renting and selling electrically powered human transporters, like electric bicycles, chariots, and quads.  Following 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-for-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.”

Effective 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 Viratech UV-400 product and our other products for the professional, medical, and commercial markets in the U.S. and Canada.  On September 30, 2010, we terminated our Distribution Agreement with Puravair and began adding new distributors, which totaled five as of year end.

The latest production runs of our Viratech UV-400 product incorporate our patented UV bacteria killing technology, which has been cleared by the FDA for use as a medical device.  In June 2010, we expanded our market reach by introducing the latest generation of our Viratech UV-400 product into the residential and hospitality markets.

On October 28, 2010, we entered into a binding letter of intent with The Red Oak Trust (“Red Oak”) (the “LOI”) in connection with our proposed acquisition of one hundred percent (100%) of the issued and outstanding units of RxAir Industries, LLC, a Nevada limited liability company (“RxAir”), which is wholly owned by Red Oak (the “Acquisition”).  RxAir began operations 15 years ago and has built a reputation for delivering high-quality air purification products made in the United States.  The Acquisition included the Company acquiring RxAir’s patents, trademarks, inventory, production equipment, one 510k covering an FDA clearance for the Rx-3000 as a Class II Medical Device, as well as a customer list covering approximately 1,000 locations, including over 400 hospitals.  The Company plans to use the Acquisition as a springboard into the medical and commercial market and believes the Acquisition will lead to increased sales.

On January 31, 2011, we entered into and completed our Acquisition of RxAir pursuant to the Acquisition Agreement, dated January 31, 2011, by and the Company, and Red Oak, as the sole shareholder of RxAir.  At the closing of the Acquisition, RxAir became a wholly-owned subsidiary of the Company.

 
14

 
 
We currently have limited revenues from operations.  We have begun marketing and distributing our products and expect to conduct some targeted direct selling in the next several months.  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 consolidated 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 consolidated 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 consolidated 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 consolidated 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, 2010.  As of, and for the six months ended June 30, 2011, 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, 2010 filed on January 13, 2011.

Results of Operations for the nine months ended June 30, 2011 as compared to the nine months ended June 30, 2010

During the nine months ended June 30, 2011, we received gross revenue of $129,146 as compared to $88,300 for the nine months ended June 30, 2010.

For the nine months ended June 30, 2011 and June 30, 2010, we incurred a loss of $910,953 and $275,782 respectively.

Results of Operations for the Nine months ended June 30, 2011 as Compared to the Nine months ended June 30, 2010

Sales and Rental Revenue

During the nine months ended June 30, 2011, we received gross revenue of $129,146 as compared to $88,300 for the nine months ended June 30, 2010.  The increase is primarily related to the increase in sales and leasing of units from our new product line, along with sales to the Hospital segment, resulting from the acquisition of RX Air Industries in January 2011. The results don’t fully reflect the strides the Company has made in building a platform for significant growth. The sales from last year were primarily from the sale to one particular distributor of the old inventory. That distributor was terminated September 30, 2010 for non-performance. The Company has since identified three huge markets for its products, and has taken steps to pursue each.
The Hospitality space, which includes Hotels, as well as Salons and Spas, is being pursued with a new program being launched in August, called ABC “Purity +” Rooms, where Hotels are actually given the purifiers at no up-front capital costs. Rooms in the program are disinfected and deodorized, and with the placement of Viratech UV400’s in every room, the rooms can charge a premium rate, for being free from “Allergans, Bacteria, and other Contaminants.” Additional premium revenues charged for the program are split with the hotel property.

 
15

 

The Medical space, we are pursuing through our RX Air platform, and the International market we are just beginning to ship product. We have signed a major distributor in India, who is now placing its’ third order, and has us now approved for sale in Hospitals throughout India, and we are actively negotiating with multiple companies for distribution in China and the Mideast.

We have also begun negotiations with a major furniture chain in the Northeast, who would sell our product direct to their customer base. We will not place our product through chain stores, or over the internet, as we want to maintain our pricing, and support our distributor network.

We have designed a lower cost unit for the residential marketplace, that we feel will be the best product in the market, and will incorporate our technology with an advanced filter medium. We feel next year the demand for that product internationally could be significant.

 
16

 

Net Income (Loss)

During the nine months ended June 30, 2011, our net loss was $910,953 as compared to $275,782 for the nine months ended June 30, 2010.  The increase in net loss is due to an increase in our general and administrative expenses of $639,259 for the nine months ended June 30, 2011 as compared to $308,743 for the nine months ended June 30, 2010 as a result of increased business activity associated with development of our new product line, as well as an increase in interest expense of $70,111 as compared to $nil for the nine months ended June 30, 2010. The Company also recognized an impairment of goodwill which resulted in a write down of $268,378 for the nine months ended June 30, 2011 as compared to $nil for the nine months ended June 30, 2010.

General and Administrative Expenses

During the nine months ended June 30, 2011, we incurred total expenses of $639,259 as compared to $276,895 for the nine months ended June 30, 2010.  The increase is primarily related to expenses for marketing, office and administration, professional fees, consulting and investor relation costs increased due to an increase business activity associated with development of the new product line.   The increases in these particular expenses are as follows:

 
   
June 30, 2011
   
June 30, 2010
 
Marketing
  $ 86,743       42,025  
Office and administration
    114,199       48,488  
Professional fees
    133,743       127,060  
Consulting
    253,690       53,284  
Investor relations
    50,565       37,875  
Total
  $ 639,259       308,743  

Depreciation and amortization expense was $319 for the nine months ended June 30, 2011 and $nil for the nine months ended June 30, 2010 as the Company acquired manufacturing equipment with the acquisition of the new subsidiary.

Expenses or other cash flows in this period may not be indicative of future periods as we are in the early development stage.

Liquidity and Capital Resources

As of June 30, 2011, we had cash of $6,175, and working capital deficiency of $214,824.  During the period ended June 30, 2011, we funded our operations from receipts of sales revenues, proceeds from loans payable and sale of shares.  We have recognized a total of $272,749 in revenues since our inception and incurred $841,371 in net notes payable.  In order to survive, we are dependent on increasing our sales volume.  Additionally, we plan to continue further financings and believe that this will provide sufficient working capital to fund our operations for at least the next 12 months.  Changes in our operating plans, increased expenses, additional acquisitions, or other events may cause us to seek additional equity or debt financing in the future.

For the nine months ended June 30, 2011, we used $377,062 in cash flows to fund operating activities as compared to $400,582 for the period ended June 30, 2010.  The decrease is primarily due to an increase in our general and administrative expenses for the nine months ended June 30, 2011 as compared to the nine months ended June 30, 2010 as a result of increased business activity associated with development of our new product line. For the period ended June 30, 2011, net cash provided by operating activities reflected $20,960 in changes in current assets and inventory, and we gained $29,760 in accounts payable and accrued liabilities.

For the period ended June 30, 2011 cash flows from investing activities was $947 cash paid for the purchase of equipment and $677 from cash acquired in the subsidiary and $10,00 cash paid for the acquisition compared to $nil (zero) for the period ended September 30, 2010.

 
17

 
 
For the nine months ended June 30, 2011, cash flows from financing activities was $393,507 compared to $405,126 for the period ended June 30, 2010.  $307,507 was from proceeds of notes payable  and $86,000 proceeds from the sale of common shares for the six month period ending June 30, 2011 compared to $405,126 and $nil respectively the six months ending June 30, 2010.

We anticipate that our cash requirements will be significant in the near term due to contemplated development, purchasing, marketing and sales of our air purification technologies and products.  Accordingly, we expect to continue raise capital through share offering and continue to use loans payable to fund operations for the fiscal year ended September 30, 2011, as we look to generating sufficient revenue to meet our needs.

Off-Balance Sheet Arrangements

We presently do not have any off-balance sheet arrangements.

Capital Expenditures

We did not make any capital expenditures in the nine months ended June 30, 2011.

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, as amended, 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 June 30, 2011 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.

 
18

 

PART II—OTHER INFORMATION
 
Item 1.  Legal Proceedings.
 
None.
 
Item 1A.  Risk Factors.
 
Not applicable.
 
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.
 
None.
 
Item 3.  Defaults Upon Senior Securities.
 
None.
 
Item 4.  Reserved.
 
Not applicable.
 
Item 5.  Other Information.
 
None.
 
Item 6.  Exhibits.
 
Exhibit Number
 
Name
     
2.1
 
Acquisition Agreement, dated January 24, 2011, by and between UV
Flu Technologies, Inc., a Nevada corporation, and The Red Oak Trust, as the sole shareholder of RxAir Industries, LLC, a Nevada limited liability company (1)
     
10.1
 
Consulting Agreement, dated January 24, 2011, by and between
RxAir Industries, LLC, a Nevada limited liability company, and with Bridgepoint Partners, LLC, as the consultant (1)
     
10.2
 
Guarantee by UV Flu Technologies, Inc., a Nevada corporation, in favor
of Bridgepoint Partners, LLC, as the consultant (1)
     
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
 

 
(1)
Incorporated by reference to the registrant’s Current Report on Form 8-K as filed with the SEC on January 28, 2011.
 
 
19

 

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.

 
UV FLU TECHNOLOGIES, INC
     
Date: August 12, 2011
By:
/s/ John J. Lennon
 
Name:
John J. Lennon
 
Title:
President, Chief Executive Officer and
Chief Financial Officer

 
20