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: December 31, 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.              S 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)

S

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   S 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 14, 2012
Common stock, $.001 par value		33,180,015

 

 

UV FLU TECHNOLOGIES, INC.

FORM 10-Q

 

December 31, 2011

 

INDEX

 

	PAGE
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)	2
Condensed Consolidated Balance Sheets as of December 31, 2011 (Unaudited) and December 31, 2010 (Audited)	2
Condensed Consolidated Statements of Operations for the three-month period ended December 31, 2011 and 2010 and for the period from April 4, 2006 (inception) to December 31, 2011 (Unaudited)	3
Condensed Consolidated Statements of Cash Flows for the three-month periods ended December 31, 2011 and 2010 and for the period from April 4, 2006 (inception) to December 31, 2011 (Unaudited)	4
Notes to Condensed Financial Statements	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3. Quantitative and Qualitative Disclosures About Market Risk	16
Item 4. Controls and Procedures	16
PART II—OTHER INFORMATION
Item 1. Legal Proceedings	17
Item 1A. Risk Factors	17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3. Defaults Upon Senior Securities	17
Item 4. Reserved	17
Item 5. Other Information	17
Item 6. Exhibits	17
Signatures	18
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, 2011, filed on December 19, 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.

 

 

PART I—FINANCIAL INFORMATION

 Item 1.  Consolidated Financial Statements.

 

UV FLU TECHNOLOGIES, INC

(A Development Stage Company)

CONDENSED CONSOLIDATED BALANCE SHEETS

 

		December 31, 2011 (unaudited)				September 30, 2011 (audited)
ASSETS
Current Assets
Cash		$	7,796			$	9,519
Accounts receivable			19,535				3,268
Inventory			108,440				114,407
Prepaid			104,359				107,184
Total Current Assets			240,131				234,378
Equipment, net of depreciation of $1,663 and $1,297 as of December 31, 2011and September 30, 2011, respectively			6,492				6,685
Total Assets		$	246,623			$	241,063
LIABILITIES
Current Liabilities:
Accounts payable and accrued expenses		$	86,025			$	126,256
Notes payable – current portion, net of discount of $8,486 at December  31, 2011 and $19,966 at September 30, 2011 (Note 5)			138,406				158,380
Total Current Liabilities			224,431				284,636
Long term portion of loan payable			11,245				12,331
Total Liabilities			235,676				296,967
STOCKHOLDERS’ EQUITY
Common Stock (Note 6)
Authorized:
200,000,000 shares, par value $0.001 per share
Issued and outstanding:
132,720,065 shares at December 31, 2011 and 83,800,069 shares at September 30, 2011			132,720				83,800
Additional paid-in capital			1,676,261				1,404,381
Deficit Accumulated During the Development Stage			(1,798,034	)			(1,544,085	))
Total Stockholders’ Equity			(10,947	)			(55,904	))
Total Liabilities and Stockholders’ Equity		$	246,623			$	241,063

 

The accompanying notes are an integral part of these statements.

 

 

UV FLU TECHNOLOGIES, INC

(A Development Stage Company)

 

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

 

		Three months ended December 31, 2011				Three months ended December 31, 2010				Cumulative April 4, 2006 (Inception) Through December 31, 2011
Sales and Rental Revenues		$	31,082			$	6,267			$	330,434
Cost of Sales			14,224				5,276				200,395
Gross Profit			16,858				991				130,039
Expenses
Bad debt			-				-				77,458
Depreciation and amortization			366				-				7,100
Marketing			3,733				18,807				165,806
Office and administration			56,767				33,412				302,196
Organizational costs			-				-				1,705
Professional fees			54,298				40,327				385,523
Consulting			140,898				21,890				549,337
Impairment Expense			-				-				245,378
Investor relations			-				24,778				93,857
Total Expenses			256,062				139,214				1,828,360
(Loss) from Operations			(239,205	)			(138,223	)			(1,698,321	)
Other Income (Expense)
Gain on sale of assets			-								1,116
Interest expense			(14,745	)			(10,580	)			(101,908	)
Gain (Loss) on foreign exchange			-								1,079
Net (Loss)		$	(253,949	)		$	(148,803	)		$	(1,798,034	)
Basic And Diluted Loss Per Share		$	(0.00	)		$	Nil
Weighted Average Number Of Shares Outstanding			130,775,450				45,080,000

 

The accompanying notes are an integral part of these statements.  

 

 

UV FLU TECHNOLOGIES, INC

(A Development Stage Company)

 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

 

		Three months ended December 31, 2011				Three months ended December 31, 2010				Cumulative April 4, 2006(Inception) Through December 31, 2011
Cash Flows from Operating Activities:
Net (loss)		$	(253,949	)		$	(148,803	)		$	(1,798,034	)
Adjustments to Reconcile Net Loss to Net Cash Used by Operating Activities:
Depreciation and amortization			366				-				7,100
Gain on sale of assets			-				-				(1,116	)
Impairment expense			-				-				245,378
Stock issued for compensation			109,300				-				347,800
Stock issued for debt settlement			206,500				-				206,500
Amortization of beneficial conversion feature			11,480				-				85,439
Changes in current assets and liabilities
Accounts receivable			(16,267	)			310				(16,689	)
Prepaid			2,825				(3,367	)			(98,202	)
Inventory			5,967				1,812				(21,461	)
Accounts payable and accrued liabilities			(40,233	)			(26,278	)			66,713
Net Cash Flows provided by Operating Activities			25,989				(176,326	)			(976,572	)
Cash Flows from Investing Activities:
Cash acquired in acquisition			-				-				677
Cash paid for acquisition			-				-				(10,000	)
Purchase of equipment			(172	)			-				(9,029	)
Sales proceeds  of  equipment			-				-				3,400
Increase in website development costs			-				-				(3,477	)
Net Cash Flows provided by Investing Activities			(172	)			-				(18,429	)
Cash Flows From Financing Activity:
Proceeds from notes payable			(32,540	)			187,608				764,797
Sale of common shares			5,000				-				238,000
Net Cash Flows  provided by Financing Activities			(27,540	)			187,608				1,002,797
Net Cash Flows			(1,723	)			11,282				7,796
Cash, Beginning Of Period			9,519				-				-
Cash, End Of Period		$	7,796			$	10,763			$	7,796
Supplemental Disclosure Of Cash Flow Information
Cash paid for:
Interest		$	14,724			$	-			$	15,743
Income tax		$	-			$	-			$	-
Inventory acquired through issuance of stock		$	-			$	-				44,500
Subsidiary acquired through issuance of stock		$	-			$	-				135,000
Debt converted to shares		$	206,500				-				949,756
Stock issued for compensation		$	109,300				-				347,800

 

The accompanying notes are an integral part of these statements.

 

 

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.

 

The Company approved a 1 for 4 reverse stock split on January 20, 2012. No adjustments have been made to the presentation of stock in these financial statements as of December 31, 2011.

 

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 December 31, 2011, we had incurred losses of $1,798,034 since inception, and have working capital of $15,700.  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).

 

 

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 December 31, 2011 we had $76,287 of finished goods and $32,153 in raw materials.  As of September 30, 2011, we had $81,145 of finished goods and $33,262 of raw materials.  Inventory is reviewed for obsolescence at the end of each reporting period.  There was no obsolete inventory as of December 31, 2011 and September 30, 2011.

 

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 three months ended December 31, 2011 and 2010 was $366 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 December 31, 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.

 

 

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 December 31, 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 December 31, 2011 or September 30, 2011.

 

 

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 $nil of impairment expense in the three months ended December 31, 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 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 year ended September 31, 2010.

 

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 three months ended December 31, 2011, $206,500 of notes payable was converted into common stock at various rates ranging from $0.006 to $0.03 per share for a total of 31,083,329 shares. At December 31, 2011, the Company had unrelated third party notes payable totaling $149,651 (September 30, 2011 - $170,711) net of discounts of $8,486 and includes interest payable of $10,580.  Interest expense relating to these notes was $14,724 and $0 for the three months ended December 31, 2011 and 2010, respectively. The following table details the terms of the notes payable:

 

Loan Amount				Current Portion				Interest Rate				Penalty Rate				Due Date
$	32,500			$	32,500				8	%			22	%		May 31, 2012
	100,000				100,000				6	%			-			On demand
	15,590				4,346				6	%			-			October 12, 2014

 

The current portion of these notes payable was $138,406 and $158,380 as of December 31, 2011 and September 30, 2011, net of discounts of $8,486 and $19,966, respectively. The long term portion of these notes payable was $11,245 and $12,331 as of December 31, 2011 and September 30, 2011, respectively

 

During the year ended September 30, 2011, loans were issued with beneficial conversion features. These beneficial conversion features were valued at $93925 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 year ended September 30, 2011, $11,480 was amortized into interest expense and $8,486 remains as the unamortized discount as of December 31, 2011.  

 

 

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.

 

On October 3, 2011, the Company approved a vote authorizing an increase in the number of shares authorized from 150 to 200 million shares. The Company also authorized a shareholder vote to approve the Company’s common stock to undergo a reverse stock split, on a ratio of 1:4. The reverse split was approved by shareholder vote and was officially done on January 20, 2012. The share numbers in this Q have not been adjusted for the reverse split.

 

On October 3, 2011, the Company approved the conversion of a $115,000 convertible note, with $3,000 of attached interest, for a total of $118,000, into 19,666,663 shares of common stock at $.006 per share.

 

On October 4, 2011, the Company issued 13,000,000 shares at a price of $.006, for consulting services.

 

On October 4, 2011, the Company issued 4,166,667 shares of the Company at $.006 for consulting services related to website, warehousing and fulfillment.

 

On October 4, 2011, the Company issued 4,666,666 shares of common stock at $.009, for forgiveness of $42,102.25 in consulting fees due, and 2,250,000 shares of common stock at $.006 for forgiveness of $13,500 in consulting fees due.

 

On October 4, 2011, the Company issued 4,250,000 shares of common stock for compensation amounting to $25,500.

 

On December 29, 2011, the Company issued 250,000 shares of common stock at $.02, for an investment of $5,000, 420,000 shares of common stock at $.015, as reimbursement for $6,305 of travel expenses, and 250,000 shares at $.03, for conversion of a $7,500 promissory note dated February 2, 2011.

 

As of December 31, 2011 and September 30, 2011, there are no outstanding options or warrants.

 

  

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, 2012 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:

 

		Three months ended December 31, 2011				Year ended September 30, 2011
Refundable Federal income tax attributable to:
Current operations		$	(86,000	)		$	(289,000	)
Change in deferred tax valuation allowance							289,000
Net refundable amount			86,000-				-

 

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, 2011				September 30, 2011
Deferred tax asset attributable to:
Net operating loss carryover		$	485,000			$	398,000
Less: Valuation allowance			(485,000	)			(398,000	)
Net deferred tax asset			-				-

 

At December 31, 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 December 31, 2011, we had unused NOL carryover of approximately $1,400,000 that is available to offset future taxable income in the U.S., it expires beginning in 2030.

 

 

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 December 31, 2011:

 

		Level 1				Level 2				Level 3				Fair Value
Cash		$	7,796			$	-			$	-			$	7,796
Accounts receivable			-				19,535				-				19,535
Accounts payable			-				86,025				-				86,025
Notes Payable			-				138,406				-				138,406

 

The following table presents a reconciliation of all assets and liabilities measured at fair value on a recurring basis as of September 30, 2011:

 

		Level 1				Level 2				Level 3				Fair Value
Cash		$	9,519-			$	-			$	-				$ 9,519-
Accounts receivable			-				3,268				-				3,268
Accounts payable			-				126,256				-				126,256
Notes Payable			-				170,711				-				170,711

 

  

UV FLU TECHNOLOGIES, INC

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

9.

COMMITMENTS

 

The company entered into two leases for its main business locations as of September 30, 2011. The first lease calls for payments of $900 to $1,000 per month from August 15, 2010 to August 14, 2013. The second lease calls for payments of $1,460 per month from May 1, 2011 to April 30, 2012. The minimum future payments under these leases are $21,670 for the year ended September 30,2 012 and $11,000 for the year ended September 30, 2013

 

Rent expense for the three months ended December 31, 2011 and year ended September 30, 2011 was $7,740 and $24,020, respectively

  

10.

SUBSEQUENT EVENTS

 

In preparing these financial statements, the Company evaluates events and transactions for potential recognition or disclosure through the date the financial statements were issued. The following items were noted:

 

On January 20, 2012, the Company enacted a reverse stock split on the common shares of the Company, at a ratio of one share for every four.

 

  

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.

 

 

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, 2011 filed on December 27, 2011.

 

Results of Operations for the three months ended December 31, 2011 as compared to the three months ended December 31, 2010

 

During the three months ended December 31, 2011, we received gross revenue of $31,082 as compared to $6,267 for the three months ended December 31, 2010.

 

For the three months ended December 31, 2011 and December 31, 2010, we incurred a loss of $253,949 and $148,803 respectively.

 

Results of Operations for the Three months ended December 31, 2011 as Compared to the Three months ended December 31, 2010

 

Sales and Rental Revenue

 

During the three months ended December 31, 2011, we received gross revenue of $31,082 as compared to $6,267 for the three months ended December 31, 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.

 

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 shipments to a major furniture chain in the Northeast, who will sell our product direct to their customer base, particularly in conjunction with new mattress and bedding sets. 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.

 

 

Net Income (Loss)

 

During the three months ended December 31, 2011, our net loss was $253,949 as compared to $148,803 for the three months ended December 31, 2010.  The increase in net loss is due to an increase in our general and administrative expenses of $256,062 for the three months ended December 31, 2011 as compared to $139,214 for the three months ended December 31, 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 $14,745 as compared to $10,580 for the three months ended December 31, 2010.

 

General and Administrative Expenses

 

During the three months ended December 31, 2011, we incurred total expenses of $256,062 as compared to $139,214 for the three months ended December 31, 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:

  

		December 31, 2011				December 31, 2010
Marketing		$	3,733				18,807
Office and administration			56,767				33,412
Professional fees			54,298				40,327
Consulting			140,898				21,890
Depreciation			366				-
Investor relations			-				24,778
Total		$	256,062				139,214

 

Depreciation and amortization expense was $366 for the three months ended December 31, 2011 and $nil for the three months ended December 31, 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 December 31, 2011, we had cash of $7,796, and working capital of $15,700.  During the period ended December 31, 2011, we funded our operations from receipts of sales revenues, proceeds from loans payable and sale of shares.  We have recognized a total of $330,434 in revenues since our inception and incurred $764,797 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 three months ended December 31, 2011, $25,989 in cash flows was provided from operating activities as compared to $176,326 that was used to fund operating activities for the period ended December 31, 2010.  The decrease is primarily due to an increase in our general and administrative expenses for the three months ended December 31, 2011 as compared to the three months ended December 31, 2010 as a result of the increased costs associated with running and upgrading our Dallas, Tx RX Air subsidiary. For the period ended December 31, 2011, net cash used by operating activities reflected $7,475 in changes in current assets and inventory, and we used $40,231 in accounts payable and accrued liabilities.

 

For the period ended December 31, 2011 cash flows used for investing activities was $173 cash paid for the purchase of equipment as compared to $nil (zero) for the period ended December 31, 2010.

 

 

For the three months ended December 31, 2011, cash flows used for financing activities was $27,540 compared to $187,608 of cash inflow for the period ended December 31, 2010. $32,540 was used to pay notes payable and $5,000 proceeds from the sale of common shares for the three month period ending December 31, 2011 compared to $nil and $nil respectively the three months ending December 31, 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 sales to fund current operations.

 

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 three months ended December 31, 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 December 31, 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.

 

 

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 UVFlu 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.

 

               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: February 16, 2012	By:	/s/ John J. Lennon
	Name:	John J. Lennon
	Title:	President, Chief Executive Officer and
		Chief Financial Officer