UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





(Mark
One)


x                                                    
  ANNUAL REPORT PURSUANT TO SECTION 13


OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934





For
the fiscal year ended September 30, 2009





OR





 ̈                                                      TRANSITION
REPORT PURSUANT TO SECTION 13


OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934





For the
transition period from __________ to ______________





Commission
File Number: 333-140322





UV
      FLU TECHNOLOGIES, INC
              (Exact
      name of registrant as specified in its charter)Nevada
              (State
      of incorporation)
            
            98-0496885
              (I.R.S.
      Employer Identification No.)1694
      Falmouth Road, Suite 147, Centerville,
      Massachusetts  02632-2933
              (Address
      of principal executive offices) (Zip Code)(780)
      691-1188
              (Registrant’s
      telephone number, including area
code)





Securities
registered pursuant to Section 12(b) of the Act:


None
            
            None(Title
      of each class)
            
            (Name
      of each exchange on which
registered)





Securities
registered pursuant to Section 12(g) of the Act:


Common Stock, $0.001 par value


(Title of
class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.





 ̈           Yes                      x           No





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.





 ̈           Yes                      x           No





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 twelve 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 if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K, is not contained herein, and will not be contained, to the best
of the registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment of this
Form 10-K.   ̈





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” and “small
reporting company” in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer  ̈
              Accelerated
      filer  ̈
              Non-accelerated
      filer*  ̈
              Smaller
      reporting company x*(Do
      not check if a 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





The
aggregate market value of the common stock held by non-affiliates as of March
31, 2009 (the last trading day of the second quarter) was $94,000, based on the
last sale price of common stock sold.





As of
December 29, 2009, the last practicable date, 45,080,000 shares of the
registrant’s Common Stock were outstanding at a par value of
$0.001.





DOCUMENTS
INCORPORATED BY REFERENCE: Exhibits incorporated by reference are referred to
under Part IV.








TABLE
OF CONTENTS





PagePART
      IItem
      1.    Business
                
                3Item
      1A. Risk Factors
                
                13Item
      1B.  Unresolved Staff Comments
                
                20Item
      2.    Properties
                
                20Item
      3.    Legal Proceedings
                
                20Item
      4.    Submission of Matters to a Vote of Security
      Holders
                
                20PART
      IIItem
      5.   Market For Registrant’s Common Equity, Related
      Stockholder Matters And Issuer Purchases of EquitySecurities
                
                20Item
      6.    Selected Financial Data
                
                20Item
      7.    Management’s Discussion and Analysis of
      Financial Condition and Results of Operations
                
                21Item
      7A. Quantitative and Qualitative Disclosures About Market
    Risk
                
                26Item
      8.    Financial Statements and Supplementary
      Data
                
                26Item
      9.    Changes in and Disagreements With Accountants on
      Accounting and Financial Disclosure
                
                26Item
      9A.  Controls and Procedures
                
                26Item
      9B.  Other Information
                
                27PART
      IIIItem
      10.  Directors, Executive Officers and Corporate
      Governance
                
                27Item
      11.  Executive Compensation
                
                28Item
      12.  Security Ownership of Certain Beneficial Owners and
      Management and Related Stockholder Matters
                
                29Item
      13.  Certain Relationships and Related Transactions, and
      Director Independence
                
                30Item
      14.  Principal Accounting Fees and Services
                
                31PART
      IVItem
      15.  Exhibits, Financial Statement Schedules
                
                32Index
      to Financial Statements
                
                F-1
      to F-13SignaturesExhibits


2





PART
I





ITEM
      1.
            BUSINESS





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.  Subsequent to our fiscal year ended September 30, 2009, we
decided to change our product mix to air purification products and to focus on
the research, development, manufacturing and sales of air purification systems
and products.





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





Subsequent
to our fiscal year ended September 30, 2009, 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.





Our
Solution





Around
the world, there is a growing awareness of the increasingly poor air quality,
particularly with the recent outbreak of H1N1 swine flu and other respiratory
pathogens.  The public has long been aware of the dangers associated
with outdoor air pollution, but never before has there been such growing public
concern about the quality of indoor air as well.  Today’s lifestyles,
coupled with modern building construction practices have created significant
challenges in maintaining healthy indoor air.  Poor indoor air quality
has been proven scientifically to cause increased asthma and allergy related
symptoms, as well as contribute to the spread of disease.  These
factors have created a large and growing need for products which will improve
indoor air quality in the workplace and at home.





We fill
the need for improved air purification systems in the workplace and at home with
proprietary technology utilizing high-energy ultraviolet radiation (UV) inside a
“killing chamber” which destroys airborne bacteria, deactivates allergens,
viruses, spores and mold.  We plan to develop and market products,
which will improve indoor air quality effectively, efficiently, economically and
do so in an environmentally friendly way.





Our
products safely kills over 99% of airborne bacteria, including swine
flu.  Extensive independent laboratory testing confirms that this
unique technology kills airborne pathogens, and bacteria.





Market
Overview





The
market for air purification equipment has been gaining momentum as a result of
rising concerns over indoor air quality and increasing health consciousness
among consumers. Products within this group that until recently had been viewed
as a luxury are now found in an increasing number of homes and commercial
workspaces. As a result, the North American air purification equipment market is
expected to expand significantly.





The U.S.
indoor air quality market generated $7.7 billion in 2008, with the equipment
segment accounting for $3.6 billion. Continuing media attention given to the
health effects of toxic mold, the outbreak of infectious diseases such as swine
flu, and the increase in chronic respiratory diseases such as asthma have
resulted in new interest in, and attention to, indoor air quality. Building
owners and operators are expected to purchase growing quantities of indoor air
quality-related equipment in the hope of reducing or eliminating these
contaminants from their buildings.





Employers
have incentive to keep workers healthy. 425 million sick days were taken in
2008, costing an estimated $60 billion in lost productivity. “Presenteeism,” a
new term coined for employees working while unhealthy, is even worse for
employers and the healthcare system, costing approximately $160 billion annually
in lost productivity. (Kalorama Information, “The Market for Wellness Programs”,
September 2009).


3





Increased
media attention and growing public concern over the rise of the H1N1 swine flu
pandemic, antibiotic resistant superbugs, asthma, allergies, tuberculosis, Sick
Building Syndrome and toxic mold are spurring governments, employers and
homeowners to take action to safeguard their health. Demand for products that
combat the spread of airborne illness is rising exponentially, as starkly
highlighted by public reaction to the outbreak of H1N1.





According
to the World Health Organization (WHO), as of November 2009, worldwide more than
199 countries and overseas territories/communities have reported laboratory
confirmed cases of pandemic influenza H1N1 2009, including over 6,000
deaths.





Globally,
since the beginning of the H1N1 swine flu pandemic on April 19, 2009 through
October 24, 2009, a total of 80 countries reported to FluNet. The total number
of specimens reportedly positive for influenza viruses by NIC laboratories was
176,815. Of these, 112,425 (63.6%) were pandemic H1N1, 6963 (3.9%) were seasonal
A (H1), 20,392 (11.5%) were A (H3), 32,194 (18.2%) were A (not subtyped) and
4841 (2.7%) were influenza B.





The Wall
Street Journal reported the pandemic will create a $7 billion windfall for
manufacturers of swine flu vaccine this year. Between July and September,
shipments of hand sanitizer rose a remarkable 129%.





This
heightened awareness has spread to the growing $7.7 billion indoor air quality
market, increasing demand for products that improve air quality and remove
airborne pathogens in commercial buildings, hospitals, schools and homes. Poor
indoor air quality is scientifically proven to cause the spread of infectious
disease and increase asthma and allergy symptoms. The Environmental Protection
Agency reports the air inside structures, where people now spend approximately
90% of their time, poses a greater threat to health than outdoor
air.





The air
cleaner market is very large with multiple levels.  It encompasses an
extremely wide range of products, designed to improve the quality of indoor
air.  In order to deal with the increasingly complex issue of indoor
air quality, commercial enterprises must often purchase and use multiple
solutions in their effort to provide a safe indoor
environment.  Including the products designed to freshen the air,
surface sprays, portable air cleaners, filters for HVAC systems, other
“specialty” solutions for the removal of smoke and airborne microorganisms, the
total market for air cleaning products tops an estimated $6 billion per
year.





As
summarized below, the commercial market (estimated over $5 billion) for air
purification products can be broken into three different target segments: (1)
Medical; (2) Hospitality; and (3) Office.  A listing of selected
market opportunities within each segment can be found below.  As
awareness of poor indoor air quality and its impact on worker productivity
grows, demand for products, which go beyond masking and filtration will continue
to grow.





Commercial
Market





Medical
              
              Hospitality
              
              OfficeHospitals
              
              Hotels
              
              CommercialNursing
      Homes
              
              Motels
              
              Small
      OfficeMedical
      Offices
              
              Inns
              
              Home
      OfficeDentists
              
              Restaurants
              
              Day
      CareClinics





According
to IMR Research, the consumer market is estimated to be in the millions of units
and over $1 billion in sales.  This market has been growing at an
annual rate of 17% since 1992.  Products utilizing HEPA or HEPA-type
filters dominate the market, representing over two-thirds of unit
sales.





About 80%
of the unit volume sells at prices below $200.  These products are
typically sold through major mass merchants including home center outlets,
specialty catalogs and on the Internet.





While
representing slightly less than 35% of the unit sales, products retailing over
$200 represent more than 50% of the dollar volume.  This includes
high-end HEPA air cleaners, electrostatic devices and, previously ozone
generators.  In addition to traditional retail outlets handling upper
end products, they can also be found in specialty catalogs and sold on a
direct-to-consumer basis.  With the recent disappearance of a company
that held a large market share in this sector of the market, a significant and
growing market exists for premium price air cleaners.


4





Consumer
Market





Products
utilizing filters (standard and HEPA) dominate the consumer
market.  Electrostatic products are starting to appear in a portable
form.  There are currently only two major brands in this market
sector, so there is also a growing opportunity and demand for us to develop
consumer targeted indoor air quality products.





Scientific
Overview





We
develop highly innovative germicidal air purification technology that disinfects
indoor air by deactivating allergens and killing airborne pathogens including
bacteria, viruses and mold. Our flagship product, the UV 400 ViraGuard, utilizes
high-intensity germicidal ultraviolet radiation (UV-C) inside a killing chamber
that goes beyond filtering to trap and destroy harmful microbes. Extensive
independent testing by EPA and FDA certified laboratories confirms the
proprietary system captures and kills airborne bacteria including Bacillus
subtilis, Pseudomonas aeruginosa, Staphylococcus aureus, Klebsiella pneumonia
and viruses including Influenza A and H1N1 at rates exceeding 99.2% on a
first-pass basis.





We
combine our air purification technology (see diagram below), a sophisticated
electronic ballast system with an electronic control module in a product which
is totally effective yet user-friendly.  The technology uses
Ultraviolet C (UVC) in a proprietary, replaceable cartridge which provides 12
months of continuous operation (24/7).  Inside the cartridge,
pathogens and bacteria and in fact, anything with a DNA is killed or
neutralized. A gross particulate screen removes the remaining debris from the
air stream.  This sealed cartridge can be discarded in the regular
trash at the end of its useful life.





During
the actual purification process, air enters through the base of the
purifier.  A quiet fan, mounted at the unit’s lower end, pushes
incoming contaminated air into the bottom of the replaceable
cartridge.  Inside, the air flows through the first of two inline
baffle sets.  The chamber, created by these baffles, slows the airflow
and provides turbulence necessary for proper elimination of
impurities.  Next, the air stream enters the main
chamber.  Here, impurities in the air are bombarded with germicidal
UVC, killing the bacteria and neutralizing the impurities.  After
purification in the main chamber, the air stream passes through a second set of
inline baffles, which refocuses the flow.  It then exits the unit
through a gross particulate screen.  This screen removes neutralized
pathogens and other particles left in the air stream. The final air stream
contains only purified air.











Electronic
controls insure that our product is completely effective during the life of the
cartridge, allows performance monitoring of all major electrical components,
simplifies operation and endows the units with appropriate safety
features.  An indicator light provides information regarding the state
of the cartridge and indicates when a replacement is necessary.


5





Product





The
UV 400 Viraguard


The UV
400 Viraguard line will be the lead product we produce and distribute. Our
initial product line for the North American market includes three portable
units, designed to handle room sizes, from 1200 cu.ft. to over 2500
cu.ft.  For larger areas, multiple portable units or a ceiling mounted
unit will provide the coverage required.  The UV 400 Viraguard
portable model is 32 inches tall and uses a 6 inch diameter
cartridge.  The second product currently being designed is
approximately 1/3rd smaller
and will use a 4.5 inch diameter cartridge (see rendering below). For the U.S.
market, all portable models operate on 110/120volt current and do not require
any special wiring.  In each product family, there is a design
provision for 220/240volt operation, which allows for adaptation to
international standards or use in heavy-duty commercial
applications.  Each unit is designed to run continuously and will have
a minimum active life of 5 years.   Annual cartridge replacement
is required to ensure that the unit maintains adequate germicidal UV strength.
Recommended replacement frequency assumes 24 hour per day (24/7)
usage.  Because the units run with less resistance than traditional
HEPA air filters, the fan is smaller, resulting in a much quieter product.
Depending on room size, each unit will recycle air in a room at the rate of 5 to
10 times per hour.




Large
and Small Portable Units








6





Sales
and Distribution Channels





We will
focus initially on the commercial market, targeting medical, hospitality and
commercial property customers. We will sell and lease our products directly or
through distributors to medical accounts including hospitals, doctor and dentist
offices, clinics and nursing homes. Initial sales are anticipated as the result
of interaction with key hospital and nursing home administrators as well as
medical equipment distributors and medical sales representatives. We plan to
leverage longstanding contacts within the healthcare industry to drive
placement.





We are
seeking a master distribution agreement with a large medical equipment supplier
with an active sales force. We aim to form sector-specific distribution
agreements with established suppliers and distributors targeting the
hospitality, food service and lodging markets. We plan to strategically target
the large consumer market for indoor air quality products once commercial sales
have progressed.





Customers





We do not
currently have any customers as we are still developing our sales and
distribution model.





Competition





Awareness
of the effects of poor indoor air quality continues to grow and will push
customers to look for more efficacious products. We believe that companies
currently supplying air purification products to commercial accounts will be
looking for additional products to sell and new sources of on-going revenue. We
believe our UV 400 Viraguard product represents a significant opportunity to
distributors for first sales as well as the on-going replacement cartridge sales
volume into a growing installed user base.





Our
products compete broadly with other current companies offering air purification
products, including companies that offer UV air purification
products.  Honeywell was one of the best-known brand names in the
commercial segment of the market.  3M Corporation purchased the
commercial air treatment division of Honeywell and now markets their product
line.In the consumer
market segment, we compete withHoneywell, Duracraft and
Enviracaire brands, all of which compete at the middle and upper-middle price
points with HEPA based products and are offered by Kaz,
Incorporated.  Kaz purchased Honeywell’s consumer products division
and continues to market product under the existing brand names along with a wide
variety of other brands.  Recently, Alpine Industries left the
consumer segment of the market, leaving an opening for new and existing
companies to assume Alpine’s market share.





These
products are in direct competition with our products for market share.  We
have made comparisons of competitive air masking and filtration products to
determine the extent to which these competitive products achieve their
advertising claims. We believe we are one of the few companies that publish
laboratory reports of our products performance capabilities.  Based
upon these comparisons, we do not believe there is any existing product which
can provide safe, effective operation and still deliver high levels of
purification against four forms of airborne contaminants (molds, spores, viruses
and airborne bacteria).  At one end of the product spectrum, the
market includes the replaceable air freshening devices found in restrooms that
are intended to mask lavatory and other odors. While masking odors, these
products are not capable of attacking the source of the odor. The products also
require frequent and costly replacement.





The
predominant middle market air cleansing product forms are HEPA type air cleaners
and filtration devices built into HVAC systems. Filtration products have some
effectiveness against airborne particulates, but they do little to combat odors
or pollutants like smoke, bacteria and viruses. Many of these filtering systems
are out-of-date.  They all require regular filter replacement and
maintenance, which ultimately impacts their level of effectiveness. Changing the
filter requires wearing protective clothing and a breathing
device.  Filters connected to central HVAC systems represent
significant sales potential and costs to customers because of the sizable
installed base of such systems.





At the
high end of the spectrum are custom-designed air purification devices, which
include large freestanding germicidal UV or ozone generating machines. These
machines, which represent a very small portion of the market, are expensive
(from $1,000 to $10,000 per unit).  Since design and technology of
custom units exposes the environment to the UV radiation or ozone, to be
effective either (1) they require evacuation of a room or house to run safely at
high concentrations of ozone or risk of eye damage to the UV lamp or (2) their
performance against airborne contaminants is relatively poor.


7





Research
and Development





Our
research and development activities are focused principally on the development
of new products that serve the air purification market and on significant
upgrades to our existing products. We have completed the design of our second
product, a smaller, lower cost version of the UV 400 ViraGuard.  We
expect to begin shipping the new model into commercial accounts before the end
of 2010.





We plan
to design one or two, ceiling mounted, multiple cartridge
models.  These larger capacity units will be permanently attached to
the ceiling and will be hard wired into the electrical system.  To
facilitate their operation, some models will include a remote control, which
will provide on and off capability as well as adjustment of fan
speed.  To maximize manufacturing efficiency and simplify inventory
control, these in-ceiling products are designed to use the same 4.5 inch or 6
inch cartridge as in the portable units.





Our
short-term goal is to build a market of a line of portable and mounted products
in the United States. This may include a strategic alliance with, or acquisition
of a nationwide distributor.  Following that, we will expand our
markets to include Europe and Asia.  Our long-term goal is to complete
the development of other products utilizing our technology and for which we have
filed for preliminary patent protection.  Research and development
expense reflects the cost of these activities, as well as the costs to obtain
regulatory approvals of new products and processes and to maintain the highest
quality standards with respect to existing products.





Manufacturing





Our
manufacturing strategy is to utilize high quality, low cost contract
manufacturers to provide the routine production of our products.  We
will outsource the manufacture of the majority of our products.





Quality
Control





Our
quality strategy emphasizes rigorous internal and independent laboratory testing
to maintain the highest levels of quality control for our
products.  To insure that the proper style and feature set were
identified, a number of potential design combinations were
developed.  These initial designs were presented to consumers in
special triad focus group session and played a major role in selection of the
final design.  These groups also helped to identify the message, which
will be used when we begin our public relations and consumer advertising
programs.





In order
to eliminate any potential product liability issues, extensive testing has been
done with existing prototypes.  This testing confirms that all
products meet worldwide electrical and safety standards.  Separately,
each electrical component to be used will be certified by its manufacturer as
meeting ETL and/or UL standards.





Our
quality system has been created to be harmonized with national and international
standards and is focused to ensure it is appropriate for the specific devices we
manufacture.  Our corporate quality policies govern the methods used
in, and the facilities and controls used for, the design, manufacture,
packaging, labeling, storage, installation, and servicing of all finished
devices intended for human use. These requirements are intended to ensure that
finished devices will be safe and effective and otherwise in compliance with the
Federal Food, Drug, and Cosmetic Act and other governmental
agencies.





In order
to validate the efficacy of our technology, we conducted numerous tests at
independent, FDA certified laboratories between 1996 and 2007.  We
will continue to conduct similar tests in the future.





Independent
EPA and FDA certified laboratory testing (results below) confirms the system
captures and kills airborne bacteria including Bacillus subtilis, Pseudomonas
aeruginosa, Staphylococcus aureus, Klebsiella pneumonia and viruses including
Influenza A and H1N1 at rates ranging from 99.2% to more than 99.99% on a
first-pass basis. In actual operation multiple passes through the unit will
occur, producing average removal rates that far exceed 99.2%.


8




NorthEast
Laboratories Test Results on the UV 400 ViraGuard Unit




Microbe
                                                                                                                      
                                                                                                                      Population
                                                                                                                        Before
                                                                                                                      
                                                                                                                      Population
                                                                                                                        After
                                                                                                                      
                                                                                                                      Inactivation
                                                                                                                        %
                                                                                                                      
                                                                                                                      Average
                                                                                                                        %
                                                                                                                      
                                                                                                                      k
                                                                                                                        cm2/μW
                                                                                                                        -s
                                                                                                                      
                                                                                                                      Effective
                                                                                                                        Dose μW-
                                                                                                                        s/cm2Bacillus
      subtilis
                                                                                                                      
                                                                                                                      420
                                                                                                                      
                                                                                                                      <1
                                                                                                                      
                                                                                                                      99.76
                                                                                                                      
                                                                                                                      99.71
                                                                                                                      
                                                                                                                      0.001686
                                                                                                                      
                                                                                                                      3583300
                                                                                                                      
                                                                                                                      <1
                                                                                                                      
                                                                                                                      99.67
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      3383Pseudomonas
                                                                                                                      
                                                                                                                      8370
                                                                                                                      
                                                                                                                      29
                                                                                                                      
                                                                                                                      99.65
                                                                                                                      
                                                                                                                      99.72
                                                                                                                      
                                                                                                                      0.002375
                                                                                                                      
                                                                                                                      2385aeruginosa
                                                                                                                      
                                                                                                                      140,000
                                                                                                                      
                                                                                                                      300
                                                                                                                      
                                                                                                                      99.79
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      2588Klebsiella
      pneumoniae
                                                                                                                      
                                                                                                                      19,000
                                                                                                                      
                                                                                                                      79
                                                                                                                      
                                                                                                                      99.58
                                                                                                                      
                                                                                                                      99.10
                                                                                                                      
                                                                                                                      0.000548
                                                                                                                      
                                                                                                                      1000520,360
                                                                                                                      
                                                                                                                      280
                                                                                                                      
                                                                                                                      98.62
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      7822Staphylococcus
      aureus
                                                                                                                      
                                                                                                                      600
                                                                                                                      
                                                                                                                      7
                                                                                                                      
                                                                                                                      98.83
                                                                                                                      
                                                                                                                      99.30
                                                                                                                      
                                                                                                                      0.003475
                                                                                                                      
                                                                                                                      128116,000
                                                                                                                      
                                                                                                                      36
                                                                                                                      
                                                                                                                      99.78
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      1754Effective
      Mean UV Dose
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      4100UVGI
      Rating Value (URV)
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      15


Note:
      Results for Bacillus represent a minimum.
                  Source:Northeast Laboratories, Inc.
      129 Mill Street Berlin, CT
06037





Inactivation
Rates for UV 400 ViraGuard – Single Pass




MICROBE
                                        
                                        UVGI
                                          D90 J/m2
                                        
                                        k m2/J
                                        
                                        Source
                                        
                                        Inactivation
                                          Rate  %SARS
      coronavirus
                                        
                                        226
                                        
                                        0.01020
                                        
                                        Predicted
                                        
                                        34.2Adenovirus
                                        
                                        42
                                        
                                        0.05500
                                        
                                        Predicted
                                        
                                        89.5Varicella-zoster
      virus
                                        
                                        39
                                        
                                        0.05860
                                        
                                        Predicted
                                        
                                        91.0Coxsackievirus
      B-1
                                        
                                        21
                                        
                                        0.11081
                                        
                                        Predicted
                                        
                                        98.9Klebsiella
      pneumoniae
                                        
                                        42
                                        
                                        0.05480
                                        
                                        Test
      Results
                                        
                                        99.104Influenza
      A (H1N1)
                                        
                                        19
                                        
                                        0.11868
                                        
                                        Predicted
                                        
                                        99.2Staphylococcus
      aureus
                                        
                                        7
                                        
                                        0.34750
                                        
                                        Test
      Results
                                        
                                        99.304Bacillus
      subtilis
                                        
                                        14
                                        
                                        0.16860
                                        
                                        Test
      Results
                                        
                                        99.714Pseudomonas
      aeruginosa
                                        
                                        10
                                        
                                        0.23750
                                        
                                        Test
      Results
                                        
                                        99.720Variola
      (smallpox)
                                        
                                        15
                                        
                                        0.15280
                                        
                                        Predicted
                                        
                                        99.81Vaccinia
                                        
                                        15
                                        
                                        0.15277
                                        
                                        Predicted
                                        
                                        99.81Vaccinia
                                        
                                        15
                                        
                                        0.15424
                                        
                                        Predicted
                                        
                                        99.82


9





The
average inactivation rate for viruses is in excess of 89% for a single pass
through the unit. Multiple passes through the unit will occur in actual
operation and therefore the total removal rates over time could greatly exceed
the values shown above.





Source:Northeast Laboratories,
Inc.




Potentially
Airborne Viruses




VIRUS
                                      
                                      GROUP
                                      
                                      Annual
                                        Cases
                                      
                                      Nosocomial
                                      
                                      Primary CauseInfluenza
      A (H1N1)
                                      
                                      RNA
      Virus
                                      
                                      2,000,000
                                      
                                      Yes
                                      
                                      flu,
      swine flu, secondary pneumoniaMeasles
      virus
                                      
                                      RNA
      Virus
                                      
                                      500,000
                                      
                                      Yes
                                      
                                      measles
      (rubeola)Respiratory
      Syncytial
                                      
                                      RNA
      Virus
                                      
                                      75,000
                                      
                                      Yes
                                      
                                      pneumonia,
                                        bronchiolitisVaricella-zoster
      virus
                                      
                                      DNA
      Virus
                                      
                                      46,016
                                      
                                      Yes
                                      
                                      chickenpoxParainfluenza
      virus
                                      
                                      RNA
      Virus
                                      
                                      28,900
                                      
                                      Yes
                                      
                                      flu,
      colds, croup, pneumoniaRubella
      virus
                                      
                                      RNA
      Virus
                                      
                                      3,000
                                      
                                      Yes
                                      
                                      rubella
      (German measles)SARS
      virus
                                      
                                      RNA
      Virus
                                      
                                      10
      (China)
                                      
                                      Yes
                                      
                                      Severe
      Acute Respiratory SyndromeAdenovirus
                                      
                                      DNA
      Virus
                                      
                                      common
                                      
                                      -
                                      
                                      colds,
      feverCoronavirus
                                      
                                      RNA
      Virus
                                      
                                      common
                                      
                                      -
                                      
                                      colds,
      feverCoxsackievirus
                                      
                                      RNA
      Virus
                                      
                                      common
                                      
                                      -
                                      
                                      colds,
      feverEchovirus
                                      
                                      RNA
      Virus
                                      
                                      common
                                      
                                      -
                                      
                                      colds,
      feverJunin
                                      
                                      RNA
      Virus
                                      
                                      -
                                      
                                      No
                                      
                                      hemmorrhagic
      feverLassa
                                      
                                      RNA
      Virus
                                      
                                      -
                                      
                                      No
                                      
                                      Lassa
      feverMachupo
                                      
                                      RNA
      Virus
                                      
                                      -
                                      
                                      No
                                      
                                      hemmorrhagic
      feverMarburg
                                      
                                      RNA
      Virus
                                      
                                      -
                                      
                                      No
                                      
                                      hemmorrhagic
      feverMumps
                                      
                                      RNA
      Virus
                                      
                                      -
                                      
                                      Yes
                                      
                                      mumpsNorwalk
                                      
                                      RNA
      Virus
                                      
                                      -
                                      
                                      No
                                      
                                      gastroenteritisParvovirus
                                      
                                      DNA
      Virus
                                      
                                      -
                                      
                                      -
                                      
                                      fifth
      diseaseReovirus
                                      
                                      RNA
      Virus
                                      
                                      common
                                      
                                      -
                                      
                                      colds,
      feverRhinovirus
                                      
                                      RNA
      Virus
                                      
                                      common
                                      
                                      -
                                      
                                      colds,
      feverLymphocytic
      choriomenigitis
                                      
                                      RNA
      Virus
                                      
                                      -
                                      
                                      -
                                      
                                      LCVAvian
      influenza
                                      
                                      RNA
      Virus
                                      
                                      -
                                      
                                      -
                                      
                                      fluHantaan
      virus
                                      
                                      RNA
      Virus
                                      
                                      -
                                      
                                      -
                                      
                                      hantavirusVaccinia
                                      
                                      DNA
      Virus
                                      
                                      -
                                      
                                      -
                                      
                                      cowpoxVariola
      (smallpox)
                                      
                                      DNA
      Virus
                                      
                                      -
                                      
                                      No
                                      
                                      smallpox


10




Inactivation
Rates for UV 400 ViraGuard - Multiple Passes




Inactivation RateMICROBE
                                                    
                                                    Pass 1 %
                                                    
                                                    Pass 2 %
                                                    
                                                    Pass 3 %
                                                    
                                                    Pass 4 %SARS
      Coronavirus
                                                    
                                                    34.2
                                                    
                                                    56.67
                                                    
                                                    81.23
                                                    
                                                    >99.99Andenovirus
                                                    
                                                    89.5
                                                    
                                                    98.90
                                                    
                                                    99.99
                                                    
                                                    >99.99Varicella-zoster
      virus
                                                    
                                                    91.0
                                                    
                                                    99.18
                                                    
                                                    >99.99
                                                    
                                                    >99.99Coxsackierivurs
      B-1
                                                    
                                                    89.9
                                                    
                                                    99.99
                                                    
                                                    >99.99
                                                    
                                                    >99.99Klebsiella
      pneumoniae
                                                    
                                                    99.1
                                                    
                                                    >99.99
                                                    
                                                    >99.99
                                                    
                                                    >99.99Influenza
      A (H1N1)
                                                    
                                                    99.2
                                                    
                                                    >99.99
                                                    
                                                    >99.99
                                                    
                                                    >99.99Staphylococcus
      aureus
                                                    
                                                    993.
                                                    
                                                    >99.99
                                                    
                                                    >99.99
                                                    
                                                    >99.99Bacillus
      subtilis
                                                    
                                                    99.7
                                                    
                                                    >99.99
                                                    
                                                    >99.99
                                                    
                                                    >99.99Pseudomonas
      aeruginosa
                                                    
                                                    99.7
                                                    
                                                    >99.99
                                                    
                                                    >99.99
                                                    
                                                    >99.99Variola
      (smallpox)
                                                    
                                                    99.8
                                                    
                                                    >99.99
                                                    
                                                    >99.99
                                                    
                                                    >99.99Vaccinia
                                                    
                                                    99.8
                                                    
                                                    >99.99
                                                    
                                                    >99.99
                                                    
                                                    >99.99




11




Regulation





Our
products are subject to regulation by numerous government agencies, including
the FDA and comparable foreign agencies.  To varying degrees, each of
these agencies requires us to comply with laws and regulations governing the
development, testing, manufacturing, labeling, marketing, distribution,
installation and servicing of our research, investigational, and
commercially-distributed medical devices.  These international,
national, state, and local agencies set the legal requirements for ensuring our
products are safe and effective.  Virtually every activity associated
with the manufacture and sale of our products are scrutinized on a defined basis
and failure to implement and maintain a quality management system could subject
us to civil and criminal penalties.





Our UV
400 Viraguard product was issued by the FDA as a Class II medical device in
November 2008.  FDA approval to sell our product as a Class II medical
device provides invaluable credibility in the marketplace. By granting a
listing, the FDA indicates it has reviewed all aspects of a product, including
efficacy of the technology, independent test results and product safety to
insure that the product complies with our claims. Few air purification products
are listed by the FDA, and it is extremely important that we expend the
resources necessary to maintain this listing as a Class II medical device with
the FDA.





Because
Class II devices have a lower potential safety risk to the patient, user, or
caregiver, a full premarket analysis is not required for a Class II
device.  A premarket notification, known as a 510(k) submission, is
required to demonstrate that the device is as safe and effective as a
substantially equivalent medical device that has been legally marketed in the
U.S. prior to May 29, 1976.  Once the FDA has notified us that the
product file has been cleared, the medical device may be marketed and
distributed in the U.S.  Some products that have minimal risk to the
intended user are deemed by the FDA as exempt from the FDA approval or clearance
process.





Failure
to comply with applicable FDA requirements can result in fines, injunctions,
civil penalties, recall or seizure of products, total or partial suspension of
production or loss of distribution rights.  It may also include the
refusal of the FDA to grant approval of a PMA or clearance of a
510(k).  Actions by the FDA may also include withdrawal of marketing
clearances and possibly criminal prosecution.  Such actions, if taken
by the FDA, could have a material adverse effect on our business, financial
condition, and results of operation.





Internationally,
we will be required to comply with a multitude of other regulatory requirements
similar to those of the FDA before we are legally able to market and sell our
products in such international markets.





Environmental
Laws





We do not
manufacture the products that we sell and are therefore not subject to
environmental laws that regulate the manufacture of products.  The
plants that manufacture our products may be subject to environmental regulations
and will have to comply with such regulations in order to deliver marketable
products to us.  We may be required to comply with national and
international environmental regulations related to shipping, storage and
disposal of our products, and our quality management system will ensure that we
are in compliance with all relevant environmental laws.


12





Patents
and Proprietary Rights





We own
the rights to U.S. Patent No. 6939397 with 43 claims covering innovative
removable cartridge, housing, UV chamber, UV radiation source and baffle
technology.





While a
patent has been issued, we realize, (a) that we will benefit from patents issued
only if we are able to market our products in sufficient quantities of which
there is no assurance; (b) that substitutes for these patented items, if not
already in existence, may be developed; (c) that the granting of a patent is not
a determination of the validity of a patent, such validity can be attacked in
litigation or we or owner of the patent may be forced to institute legal
proceedings to enforce validity; and (d) that the costs of such litigation, if
any, could be substantial and could adversely affect us.





Backlog





We
currently have no backlog of orders.





Employees





As of
September 30, 2009, we had no employees.





Where
you can find more information





We
required to file annual reports on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K and other information with the Securities and
Exchange Commission (SEC).  The public can obtain copies of these
materials by visiting the SEC’s Public Reference Room at 100 F Street, NE, Room
1580, Washington, DC 20549, by calling the SEC at 1-800-732-0330, or by
accessing the SEC’s website at http://www.sec.gov.  In addition, as
soon as reasonably practicable after these materials are filed with or furnished
to the SEC, we will make copies available to the public free of charge through
our website, http://www.uvflutech.com.  The information on our website
is not incorporated into, and is not part of, this annual report.





ITEM
1A.  RISK FACTORS




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





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





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





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




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


13





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





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





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





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





We
incurred net losses of approximately $20,850 for our fiscal ended September 30,
2009. As of September 30, 2009, we had an accumulated deficit of approximately
$127,783. We have not achieved profitability in any period, and we expect
to continue to incur net losses for the foreseeable future. Should we continue
to incur net losses in future periods, we may not be able to increase the number
of employees or our investment in capital equipment, sales and marketing
programs and research and development in accordance with present plans.
Continuation of net losses may also require us to secure additional financing
sooner than expected. Such financing may not be available in sufficient amounts,
or on terms acceptable to us and may dilute existing shareholders.





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





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





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




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





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





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


14





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





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





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





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





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





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





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





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





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


15





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





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





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





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





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





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





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





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


16





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





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





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




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





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




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





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





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


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


17




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





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





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





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





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





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





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





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




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





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





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




18





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




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





We
cannot guarantee that investors will be paid any dividends.





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





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




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





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





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





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





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





We
are dependent on our key employees.





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


19




ITEM
      1B.
                UNRESOLVED
      STAFF COMMENTS.





ITEM
      2.
            PROPERTIES.





We
currently maintain our registered offices at 1694 Falmouth Road #125,
Centerville, MA 02632-2933.





ITEM
      3.
            LEGAL
      PROCEEDINGS.





None.





ITEM
      4.
            SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY
HOLDERS.





None.




PART
II


ITEM
      5.
              MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY
SECURITIES.





Market
Information





Our
common stock currently trades on the OTC Bulletin Board (“OTCBB”) exchange under
the symbol UVFT.OB. Prior to our fiscal year ended September 30, 2009, there was
no established trading market for our common stock.  Our common stock
began trading on the OTCBB on November 12, 2009.





Stockholders





As of
December 29, 2009, we had 45,080,000 shares of common stock outstanding held
by 42 shareholders.





Dividends





We have
not paid dividends to date and do not anticipate paying any dividends in the
foreseeable future. Our Board of Directors intends to follow a policy of
retaining earnings, if any, to finance our growth. The declaration and payment
of dividends in the future will be determined by our Board of Directors in light
of conditions then existing, including our earnings, financial condition,
capital requirements and other factors.





Securities
Authorized For Issuance under Equity Compensation Plans





None.





Issuer
Purchases of Equity Securities





None.




ITEM
      6.
              SELECTED
      FINANCIAL DATA





As a
smaller reporting company, we are not required to provide this
information.


20


ITEM
      7.
            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 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.




The
discussion and financial statements contained herein are for our fiscal year
ended September 30, 2009 and September 30, 2008. The following discussion
regarding our financial statements should be read in conjunction with our
financial statements included herewith.




Financial
Condition as of September 30, 2009.




We
reported total current assets of $2,819 at September 30, 2009, consisting
exclusively of cash.  Total current liabilities reported of $4,962
consisted of $4,962 in accounts payable and accrued liabilities. We had a
working capital deficiency of $2,143 at September 30, 2009.




Net Loss
decreased from $68,355 for the year ended September 30, 2008 to $20,828 at
September 30, 2009.




We are
currently a development stage company focused in the air purification industry,
and evaluating opportunities for expansion within that industry through
acquisition or other strategic relationships.





Plan
of Operation




Background





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





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





Subsequent
to our fiscal year ended September 30, 2009, 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.





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




Cash
and Cash Equivalents




As of
September 30, 2009, we had cash of $2,819.  As such, we anticipate
that we will have to raise additional capital through debt or equity financings
to fund our operations and execute our business plan during the next 6 to 12
months.


21


Critical
Accounting Policies




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




Our
management routinely makes judgments and estimates about the effects of matters
that are inherently uncertain. As the number of variables and assumptions
affecting the probable future resolution of the uncertainties increase, these
judgments become even more subjective and complex. Our significant accounting
policies are discussed in Note 3 to our financial statements for the fiscal year
ended September 30, 2009 included in the Form 10-K. We have identified the
following accounting policies, described below, as the most important to an
understanding of our current financial condition and results of
operations.




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





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).





b)
            Income
      Taxes


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





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





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.





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.





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 September 30, 2009 and 2008, we had no stock equivalents
that were anti-dilutive and excluded in the earnings per share
computation.


22


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 financial statements.





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.").  Under ASC 605-10, product revenues (or service
revenues) are recognized when persuasive evidence of an arrangement exists,
delivery has occurred (or service has been performed), the sales price is fixed
and determinable and collectability is reasonably assured.





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 financial statements in conformity with GAAP requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amount of revenues and expenses during
the reporting period.  Actual results could differ from those
estimates.





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.





l)
            Concentrations


Financial
instruments that potentially subject us to concentrations of credit risk consist
principally of cash and cash equivalents.  At September 30, 2009, we
had $2,522 U.S. funds in deposit in a business bank account and U.S. equivalent
of $297 in Canadian funds in a business account which are not insured by
agencies of the U.S. Government.





m)
            Recent
      Accounting Pronouncements





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




The FASB
issued ASC subtopic 855-10 (formerly SFAS 165 “Subsequent
Events”), incorporating guidance on subsequent events into
authoritative accounting literature and clarifying the time following the
balance sheet date which management reviewed for events and transactions that
may require disclosure in the financial statements.  The Company adopted
this standard effective the second quarter of 2009.  The standard increased
our disclosure by requiring disclosure of the date through which subsequent
events have been reviewed.  The standard did not change our procedures
for reviewing subsequent events.  ASC 855-10 is included in the
“Subsequent Events” accounting guidance.





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


23


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





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




International
Financial Reporting Standards





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





Results
of Operations




The
following is Management’s discussion and analysis of certain significant factors
which have affected our financial condition and results of operations
during the periods included in the accompanying financial
statements.





Results
of Operations for the Year Ended September 30, 2009 as Compared to the Year
Ended September 30, 2008





Revenues





Revenues
for the year ended September 30, 2009 were $18,000 compared to $17,900 for the
year ended September 30, 2008.





Gross
Profit





Our gross
profit was $6,880 for the year ended September 30, 2009, as compared to $8,400
for the year ended September 30, 2008. The decrease in gross profit is due to an
increase in cost of goods sold from $9,500 for the year ended September 30, 2008
compared to $11,120 for the year ended September 30, 2009.




General
and administrative expenses





During
the fiscal year ended September 30, 2009, we incurred total expenses of $27,730,
as compared to $76,038 for the year ended September 30, 2008. These expenses
were related mainly to office and administration, depreciation  and
other expenses incurred in relation to activities associated with maintaining a
public listing, such as legal and accounting fees.




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


24


Results
of Operations for the Year Ended September 30, 2008 as Compared to the period
from inception (April 4, 2006) to September 30, 2007





Revenues





Revenues
for the year ended September 30, 2008 were $17,900 compared to $0 from the
period from April 4, 2006 (Inception) to September 30, 2007.





Gross
Profit





Our gross
profit was $8,400 for the year ended September 30, 2008, as compared to $0 from
the period from April 4, 2006 (Inception) to September 30, 2007.





General
and administrative expenses





During
the fiscal year ended September 30, 2008, we incurred total expenses of $76,038,
as compared to $41,453 for the period form inception (June 8, 2006) to September
30, 2007. These expenses were related mainly to professional fees for activities
associated with maintaining a public listing, such as legal and accounting
fees.





Liquidity
and Capital Resources




As of
September 30, 2009, we had cash of $2,819, and working capital deficiency of
$2,183.  During the period ended September 30, 2009, we funded our
operations from receipts of sales revenues.  We have recognized a
total of $35,900 in revenues since our inception.  In order to
survive, we are dependant on increasing our sales
volume.  Additionally, we plan to continue further financings and we
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
period ended September 30, 2009, we used $1,714 in cash flows to fund operating
activities. Net cash used in operating activities reflected $3,922 in
depreciation and amortization, $11,119 in changes in current assets and
liabilities inventory, and $4,073 in accounts payable and accrued
liabilities.




We
anticipate that our cash requirements will be significant in the near term due
to contemplated development, manufacturing, marketing and sales of our air
purification technologies and products. Accordingly, we expect to continue to
use cash to fund operations for at least the remaining of our fiscal year ended
September 30, 2010, 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 fiscal year ended September 30,
2009.





The
following table outlines payments due under our significant contractual
obligations over the periods shown, exclusive of interest:




PaymentsDueby
                  PeriodContract Obligations
                  At September30,2009
                
                Total
                
                
                Less than
                  1 Year
                
                
                1-3 years
                
                
                3-5 years
                
                
                More than
                  5 yearsTotal Debt
                
                $
                -
                
                
                
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -





The above
table outlines our obligations as of September 30, 2009 and does not reflect any
changes in our obligations that have occurred after that
date.


25


ITEM
      7A.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





As a
smaller reporting company, we are not required to provide this
information.





ITEM
      8.
            FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA





The
Annual Financial Statements for the year ended September 30, 2009 will follow
the text of this Form 10-K.





ITEM
      9.
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE.





During our fiscal year ended September 30, 2009, there were no
changes in and disagreements with accountants on accounting and financial
disclosure.





On
December 21, 2009, Subsequent to our fiscal year ended September 30, 2009,
Bateman McDuffie, Inc. formerly known as Bateman & Co., Inc., P.C.
(“Bateman”) was dismissed as our independent registered public accounting
firm.  Our Board of Directors approved the decision to change our
independent registered public accounting firm.





During
the last two fiscal years ended September 30, 2008 and 2007, and further through
the date of dismissal of Bateman, there have been no disagreements with Bateman
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement if not resolved
to the satisfaction of Bateman, would have caused them to make reference to the
subject matter of the disagreement(s) in connection with their report on our
financial statements for such years; and there were no reportable events, as
listed in Item 304(a)(1)(iv) of Regulation S-K.





On
December 21, 2009, we engaged Weaver & Martin, LLC (“Weaver”) as our new
independent registered public accounting firm to audit our financial statements
for this report on Form 10-K for the fiscal year ending September 30, 2009.
During the two most recent fiscal years and the interim periods preceding the
engagement, we did not consult with Weaver regarding (i) the application of
accounting principles to a specific transaction, either completed or proposed,
or the type of audit opinion that might be rendered on our financial statements,
and no written report or oral advice was provided to us by Weaver concluding
there was an important factor to be considered by us in reaching a decision as
to an accounting, auditing or financial reporting issue; or (ii) any matter that
was either the subject of a disagreement, as that term is defined in Item 304
(a)(1)(iv) of Regulation S-K or a reportable event, as that term is described in
Item 304 (a)(1)(v) of Regulation S-K.





ITEM 9A.
            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 15d-15(e)) as of the end of our fiscal year 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 at September 30, 2009 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.




Management’s Report on Internal
Control over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act. Under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief
Financial Officer, we conducted an evaluation of the effectiveness of our
internal control over financial reporting based on criteria established in the
framework inInternal Control – Integrated Framework
  issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on this evaluation, our management concluded that our internal
control over financial reporting was effective as of September 30,
2009.


26


Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate. All internal control systems, no matter
how well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation.





This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting. Our
management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only our management’s report in this annual
report.





Changes
in Internal Control over Financial Reporting





We have
had very limited operations and there were no changes in our internal controls
over financial reporting that occurred during the three months ended September
30, 2009 that have materially affected, or are reasonably likely to materially
affect, our internal controls over financial reporting. We believe that a
control system, no matter how well designed and operated, cannot provide
absolute assurance that the objectives of the control system are met, and no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within any company have been
detected.





ITEM
      9B.
            OTHER
      INFORMATION.





On
December 29, 2009, we completed the acquisition of certain assets from AmAirpure
Inc. pursuant to that certain Asset Purchase Agreement effective November 15,
2009 with AmAirpure, Inc., by issuing 15,000,000 shares of our common stock to
shareholders of AmAirpure Inc. The issuance of the common stock pursuant to the
Asset Purchase Agreement was exempt from registration under the Securities Act
pursuant to Section 4(2) and Regulation D thereof.  We made this
determination based on the representations of the shareholders of AmAirpure
which included, in pertinent part, that each shareholder was an "accredited
investor" within the meaning of Rule 501 of Regulation D promulgated under the
Securities Act, and that each shareholder was acquiring our common stock, for
investment purposes for its own account and not as nominee or agent, and not
with a view to the resale or distribution thereof, and that each shareholder
understood that the shares of our common stock may not be sold or otherwise
disposed of without registration under the Securities Act or an applicable
exemption therefrom.




PART
III





ITEM
      10.
            DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE.





Directors
and Executive Officers





The
following table sets forth the names and ages of our current directors and
executive officers, the principal offices and positions held by each
person:





Person
              
              Age
              
              PositionJohn
      J. Lennon
              
              53
              
              President,
      Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer,
      & Sole Director





John J.
Lennon | President,Chief Executive
Officer, Chief Financial Officer, Secretary and Sole
Director





On
November 12, 2009, our Board of Directors appointed Mr. John J. Lennon as
President, Secretary, Chief Financial Officer and sole member of the Board of
Directors.


27


From
September 2009 to present, Mr. Lennon has served as President, Chief Executive
Officer, Chief Financial Officer and Secretary of Celestial Delights USA Corp.;
from May 30, 2008 to July 7, 2009, as Treasurer, VP of Finance and Director of
Brite-Strike Tactical Illumination Products, Inc.; from February 2009 to June
2009, as President, Chief Financial Officer and Secretary of American
Petro-Hunter, Inc., from June 2009, as Chief Financial Officer and Secretary of
American Petro-Hunter, Inc.; from May 2009 to October 2009, as President, Chief
Financial Officer and Secretary of GC China Turbine Corp.; from March 2009, as
President, Chief Financial Officer and Secretary of LED Power Group, Inc.; from
2004, as President of Chamberlain Capital Partners; from 2006, as Director of
American Durahomes and from 2005-2007, as Treasurer/Director/VP of Finance of US
Starcom. Chamberlain Capital Partners assists companies in the area of
maximizing shareholder value through increased sales, cost reduction and refined
business strategy. Mr. Lennon has also assisted companies in obtaining debt
financing, private placements or other methods of funding. He is responsible for
corporate reporting, press releases, and funding related initiatives for
American Durahomes, a private corporation, and previously for US Starcom, a
public entity. On December 31, 2007, Mr. Lennon was appointed Chief Executive
Officer, President, Chief Financial Officer, Secretary, Treasurer and director
of Explortex Energy Inc., a publicly reporting company, which is a natural
resource exploration company engaged in the participation in drilling of oil and
gas in the United States.  Mr. Lennon resigned from his positions at
Explortex Energy Inc. on June 29, 2009.  From 1987 to 2004, Mr. Lennon
served as Senior Vice President of Janney Montgomery Scott, Osterville, MA,
Smith Barney and Prudential Bache Securities, managing financial assets for high
net worth individuals.





Mr.
Lennon currently serves on the Board of Directors of Celestial Delights USA
Corp., AmAirPure, Inc., American Petro-Hunter, Inc. and LED Power Group,
Inc.





Audit
Committee





Our  Board
of Directors  has not  established  a
separate  audit committee within the meaning of
Section  3(a)(58)(A) of the Securities  Exchange Act of
1934,  as
amended  (the  "Exchange  Act").  Instead,
the entire Board of Directors acts as the audit committee within the meaning of
Section 3(a)(58)(B) of the Exchange Act.  We are seeking
candidates for outside directors to serve on a separate audit committee when we
establish one. Due to our small size and limited operations and resources, it
has been difficult to recruit outside directors.





Audit
Committee Financial Expert





We
currently do not have an audit committee financial expert or an independent
audit committee expert on our Board of Directors.





Code
of Ethical Conduct





We have
adopted a Code of Ethical Conduct applicable to all employees including our
principal executive officer and principal financial officer.The full text of the Code
of Ethical Conduct is filed as an exhibit to this report on Form
10-K.





Compliance
with Section 16(a) of the Securities Exchange Act of 1934





Section
16(a) of the Securities and Exchange Act of 1934 requires any person who is a
director or executive officer or who beneficially holds more than ten percent
(10%) of any class of our securities which have been registered with the
Securities and Exchange Commission, to file reports of initial ownership and
changes in ownership with the Securities and Exchange
Commission.  These persons are also required under the regulations of
the Securities and Exchange Commission to furnish us with copies of all Section
16(a) reports they file.





To our
knowledge, based solely on our review of the copies of the Section 16(a) reports
furnished to us and a review of our shareholders of record for the fiscal year
ended September 30, 2009, there were no filing delinquencies.


ITEM
      11.
              EXECUTIVE
      COMPENSATION


The
summary compensation table below shows certain compensation information for
services rendered in all capacities to us by our principal executive officer and
by each other executive officer whose total annual salary and bonus exceeded
$100,000 during the fiscal periods ended September 30, 2009 and September 30,
2008. Other than as set forth below, no executive officer’s total annual
compensation exceeded $100,000 during our last fiscal period.


28


Summary
Compensation Table





Name and Principal Po
                        sition (a)
                      
                      Year
                        (b)
                      
                      Salary
                        ($)
                        (c)
                      
                      
                      Bonus
                        ($)
                        (d)
                      
                      
                      Stock
                        Awards
                        ($)
                        (e)(2)
                      
                      
                      Option
                        Awards
                        ($)
                        (f)
                      
                      Non
                        Equity
                        Incentive
                        Plan
                        Compensa
                        tion
                        ($)
                        (g)
                      
                      Non-qualified
                        Deferred
                        Compensation
                        Earnings
                        ($)
                        (h)
                      
                      
                      All Other
                        Compensa
                        tion
                        ($)
                        (i)
                      
                      
                      Total
                        ($)
                        (j)Ms.
      Barbara Ceretzke, President and Chief Executive Officer until November 12,
      2009
                      
                      2009
                      
                      $
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      
                      -0-
                      
                      
                      
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      $
                      -0-Ms.
      Sharon Dusza, Member of the Board until November 12, 2009
                      
                      2009
                      
                      $
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      
                      -0-
                      
                      
                      
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      $
                      -0-John
      J. Lennon, President, Chief Financial Officer and Sole
      Director
                      
                      2009
                      
                      $
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      
                      -0-
                      
                      
                      
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      $
                      -0-





Director
Compensation





We do not
pay compensation to directors for attendance at meetings. We do reimburse
directors for reasonable expenses incurred during the course of their
performance. There has been no compensation awarded to, earned by, or paid to
any of our named directors during the last fiscal year.





Pension
and Retirement Plans





Currently,
we do not offer any annuity, pension or retirement benefits to be paid to any of
our officers, directors or employees, in the event of retirement. There are also
no compensatory plans or arrangements with respect to any individual named above
which results or will result from the resignation, retirement or any other
termination of employment with our company, or from a change in the control of
our Company.





ITEM
      12.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS.





Securities
Authorized For Issuance Under Equity Compensation Plans





None.





Security
Ownership Of Certain Beneficial Owners And Management





The
following table sets forth, as of  December 29, 2009, the number and
percentage of outstanding shares of our common stock owned by (i) each person
known to us to beneficially own more than 5% of our outstanding common stock,
(ii) each director, (iii) each named executive officer, and (iv) all executive
officers and directors as a group. Share ownership is deemed to include all
shares that may be acquired through the exercise or conversion of any other
security immediately or within the next sixty days. Such shares that may be so
acquired are also deemed outstanding for purposes of calculating the percentage
of ownership for that individual or any group of which that individual is a
member. Unless otherwise indicated, the stockholders listed possess sole voting
and investment power with respect to the shares shown.


29





Name and Address of Beneficial Owner
                      (1)
                    
                    Amount and Nature of
                      Beneficial Ownership (2)
                    
                    
                    Percent of Class
                      of Common StockNu
      Earth Corp.
                      495
      Grand Boulevard
                      Suite
      206
                      Miramar
      Beach, FL 32550
                    
                    
                    2,500,000
                    
                    
                    
                    5.55
                    %John
      J. Lennon
                      1694
      Falmouth Road, Suite 147
                      Centerville,
      Massachusetts  02632-2933
                    
                    
                    4,350,000
                    
                    
                    
                    9.65
                    %Ownership
      of all directors
                      and
      officers as a group on the date of this report
                      (1
      person)
                    
                    
                    4,350,000
                    
                    
                    
                    9.65
                    %





(1)
            Unless
      otherwise noted, the security ownership disclosed in this table is of
      record and beneficial.  Unless provided for otherwise, the
      address for each of the beneficial owners named below is the Company's
      business address.





(2)
            Under
      Rule 13-d under the Exchange Act, shares not outstanding but subject to
      options, warrants, rights, conversion privileges pursuant to which such
      shares may be acquired in the next 60 days are deemed to be outstanding
      for the purpose of computing the percentage of outstanding shares owned by
      the persons having such rights, but are not deemed outstanding for the
      purpose of computing the percentage for such other
  persons.




We do not
know of any other shareholder who has more than 5 percent of the issued
shares.





There are
no voting trusts or similar arrangements known to us whereby voting power is
held by another party not named herein. We know of no trusts, proxies, power of
attorney, pooling arrangements, direct or indirect, or any other contract
arrangement or device with the purpose or effect of divesting such person or
persons of beneficial ownership of our common shares or preventing the vesting
of such beneficial ownership.





ITEM
      13.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORINDEPENDENCE





Related
Party Transactions




During
our fiscal year ended September 30, 2009, there were no transactions with
related parties.





Subsequent
to our fiscal year ended September 30, 2009, on December 16, 2009, we entered
into an Asset Purchase Agreement with AmAirpure, Inc. with an effective date of
November 15, 2009 whereby we acquired certain assets in consideration for the
issuance of 15,000,000 shares of our common stock.  Mr. Lennon, our
President, Chief Financial Officer and sole director is also a director and the
President of AmAirpure, Inc. and owns 43.5% of the outstanding shares of
AmAirpure, Inc.  Mr. Lennon received  6,525,000 shares of
our common stock pursuant to such transaction.





Review,
Approval or Ratification of Transactions with Related Persons





Although
we adopted a Code of Ethical Conduct on December 10, 2009, we still rely on our
board to review related party transactions on an ongoing basis to prevent
conflicts of interest. Our board reviews a transaction in light of the
affiliations of the director, officer or employee and the affiliations of such
person’s immediate family. Transactions are presented to our board for approval
before they are entered into or, if this is not possible, for ratification after
the transaction has occurred. If our board finds that a conflict of interest
exists, then it will determine the appropriate remedial action, if any. Our
board approves or ratifies a transaction if it determines that the transaction
is consistent with the best interests of the Company.  For the above
transaction, the board approved and ratified the transaction, finding it in the
best interest of the Company.


30


Director
Independence





During
fiscal 2009, we did not have any independent directors on our
board.  We evaluate independence by the standards for director
independence established by applicable laws, rules, and listing standards
including, without limitation, the standards for independent directors
established by The New York Stock Exchange, Inc., The NASDAQ National Market,
and the Securities and Exchange Commission.




Subject
to some exceptions, these standards generally provide that a director will not
be independent if (a) the director is, or in the past three years has been,
an employee of ours; (b) a member of the director’s immediate family is, or
in the past three years has been, an executive officer of ours; (c) the
director or a member of the director’s immediate family has received more than
$120,000 per year in direct compensation from us other than for service as a
director (or for a family member, as a non-executive employee); (d) the
director or a member of the director’s immediate family is, or in the past three
years has been, employed in a professional capacity by our independent public
accountants, or has worked for such firm in any capacity on our audit;
(e) the director or a member of the director’s immediate family is, or in
the past three years has been, employed as an executive officer of a company
where one of our executive officers serves on the compensation committee; or
(f) the director or a member of the director’s immediate family is an
executive officer of a company that makes payments to, or receives payments
from, us in an amount which, in any twelve-month period during the past three
years, exceeds the greater of $1,000,000 or two percent of that other company’s
consolidated gross revenues.





ITEM
      14.
            PRINCIPAL
      ACCOUNTING FEES AND SERVICES.





The
following table shows the fees paid or accrued by us for the audit and other
services provided by Bateman McDuffie, Inc. formerly known as Bateman & Co.,
Inc., P.C. until they were dismissed as our auditors for the fiscal periods
shown.




September 30, 2009
                      
                      
                      September 30, 2008Audit
      Fees
                      
                      $
                      15,162
                      
                      
                      $
                      14,260Audit
      — Related Fees
                      
                      
                      —
                      
                      
                      
                      —Tax
      Fees
                      
                      
                      —
                      
                      
                      
                      —All
      Other Fees
                      
                      
                      —
                      
                      
                      
                      —Total
                      
                      $
                      15,162
                      
                      
                      $
                      14,260
 
 The
following table shows the fees paid or accrued by us for the audit and other
services provided by Weaver & Martin for the fiscal periods
shown.
 
 September 30, 2009
                      
                      
                      September
                        30, 2008Audit
      Fees &
                      
                      $
                      
                      
                      
                      $Audit
      Related Fees
                      
                      
                      6,000
                      
                      
                      
                      —Tax
      Fees
                      
                      
                      —
                      
                      
                      
                      —All
      Other Fees
                      
                      
                      —
                      
                      
                      
                      —Total
                      
                      $
                      6,000
                      
                      
                      $
                      —





Audit
fees consist of fees billed for professional services rendered for the audit of
our financial statements and review of the interim financial statements included
in quarterly reports and services that are normally provided by the above
auditors in connection with statutory and regulatory fillings or
engagements




In the
absence of a formal audit committee, the full Board of Directors pre-approves
all audit and non-audit services to be performed by the independent registered
public accounting firm in accordance with the rules and regulations promulgated
under the Securities Exchange Act of 1934, as amended. The Board of Directors
pre-approved 100% of the audit, audit-related and tax services performed by the
independent registered public accounting firm for the fiscal year ended
September 30, 2009. The percentage of hours expended on the principal
accountant's engagement to audit the Company's financial statements for the most
recent fiscal year that were attributed to work performed by persons other than
the principal accountant's full-time, permanent employees was
0%.


31


PART IV





ITEM
      15.
            EXHIBITS,
      FINANCIAL STATEMENT SCHEDULES.





Exhibits


The
following exhibits are included as part of this report by
reference:





3.1(1)
              Articles
      of Incorporation, as amended3.1(2)
              Articles
      of Merger as filed with the Secretary of State of Nevada on November 12,
      2009.3.2(3)
              Bylaws
      of the Company10.1(4)
              Asset
      Purchase Agreement dated December 16, 200914.1
              Code
      of Ethics16.1(5)
              Letter
      regarding change of Independent Registered Public Accounting
      Firm31.1
              Rule
      13(a) — 14(a)/15(d) — 14(a) Certification (Principal Executive
      Officer)31.2
              Rule
      13(a) — 14(a)/15(d) — 14(a) Certification (Principal Financial
      Officer)32
              Certification
      Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of
2002





(1)
Incorporated herein by reference to exhibits previously filed on Registrant’s
Current Report on Form 8-K, filed on November 12, 2009.


(2)
Incorporated herein by reference to the Articles of Merger as filed with the
Secretary of State of Nevada on November 12, 2009.


(3)
Incorporated herein by reference to exhibits previously filed on Registrant’s
Current Report on Form SB-2, filed on January 30, 2007.


(4)
Incorporated herein by reference to exhibits previously filed on Registrant’s
Current Report on Form 8-K, filed on December 18, 2009.


(5)
Incorporated herein by reference to exhibits previously filed on Registrant’s
Current Report on Form 8-K, filed on December 23, 2009.


32


UV
FLU TECHNOLOGIES, INC


(A
Development Stage Company)


INDEX TO
FINANCIAL STATEMENTS





with





REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





SEPTEMBER
30, 2009





PageReport
      of Independent Registered Public Accounting Firm Weaver &
      Martin
                
                F-2Report
      of Independent Registered Public Accounting Firm Bateman &
      Co.
                
                F-3Financial
      Statements:Balance
      Sheets at September 30, 2009 and 2008
                
                F-4Statements
      of Operations for the years ended September 30, 2009, and 2008 and from
      April 4, 2006 through September 30, 2006
                
                F-5Statements
      of Stockholders’ Equity for the years ended September 30, 2009, 2008 and
      2007 and from April 4, 2006 through September 30, 2006
                
                F-6Statements
      of Cash Flows for the years ended September 30, 2009, and 2008 and from
      April 4, 2006 through September 30, 2006
                
                F-7Notes
      to Financial Statements
                
                F-8
      to
                  F-13


F-1


REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


WEAVER
& MARTIN




To the
Board of Directors and Stockholders


UV Flu
Technologies, Inc. (formerly Northwest Chariots Incorporated)


Centerville,
Massachusetts





REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





We have
audited the balance sheet of UV Flu Technologies, Inc. (formerly Northwest
Chariots Incorporated) (a development stage company) as of September 30, 2009
and the related statements of operations, stockholders’ equity, and cash flows
for the year then ended and the period of April 4, 2006 (inception) to September
30, 2009.  Amounts for periods prior to October 1, 2008 are based on
the reports of other auditors.  UV Flu Technologies, Inc.’s management
is responsible for these financial statements.  Our responsibility is
to express an opinion on these financial statements based on our
audit.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting.  Accordingly, we express no
such opinion.  Our audit of the financial statements includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation.  We believe that our audit provides a
reasonable basis for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of UV Flu Technologies, Inc. as of
September 30, 2009 and the results of its operations, stockholders’ equity, and
cash flows for the year then ended and the period of April 4, 2006 (inception)
to September 30, 2009 in conformity with accounting principles generally
accepted in the United States of America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company has suffered recurring losses from operations and is
dependent upon the continued sale of its securities or obtaining debt financing
for funds to meet its cash requirements. These factors raise substantial doubt
about the Company’s ability to continue as a going concern.  The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.





Weaver
& Martin, LLC


Kansas
City, Missouri


December
29, 2009


F-2


Bateman
McDuffie, Inc.


Certified
Public Accountants





19 Briar
Hollow Lane, Suite 263


Houston,
Texas 77027


(713)
552-9800


FAX
(713) 552-9700


www.batemanhouston.com





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To The
Board of Directors and Stockholders Of Northwest Chariots
Incorporated





We have
audited the accompanying balance sheets of Northwest Chariots Incorporated, (a
Nevada corporation and a development stage enterprise) as of September 30, 2008,
and the related statements of operations, stockholders’ equity, and cash flows
for the year ended September 30, 2008, and for the period from inception, April
4, 2006, through September 30, 2008. Northwest Chariots Incorporated’s
management is responsible for these financial statements. Our responsibility is
to express an opinion on these financial statements based on our
audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Northwest Chariots Incorporated (a
development stage enterprise) as of September 30, 2008, and the results of its
operations and its cash flows for the year ended September 30, 2008, and for the
period from inception, April 4, 2006, through September 30, 2008, in conformity
with accounting principles generally accepted in the United States of
America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company has had only minimal business operations to date, has
suffered losses from development stage activities to date approximating
$107,000, and has only approximately $15,000 in working capital, all of which
raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 2. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.





/s/
Bateman McDuffie, Inc.


BATEMAN
MCDUFFIE, INC.


(Formerly
known as Bateman & Co., Inc., P.C.)




Houston,
Texas


December
26, 2008




The accompanying notes are
an integral part of these statements


F-3


UV
FLU TECHNOLOGIES, INC


(Formerly
Northwest Chariots Incorporated)


(A
Development Stage Company)





BALANCE
SHEETS





September 30,
                              2009
                            
                            
                            September 30,
                              2008ASSETSCurrent
      AssetsCash
                            
                            $
                            2,819
                            
                            
                            $
                            4,769Inventory,
      at cost
                            
                            
                            -
                            
                            
                            
                            11,119Total
      Current Assets
                            
                            
                            2,819
                            
                            
                            
                            15,888Property
      and EquipmentEquipment,
      net of accumulated depreciation of $2,587 and $1,176
                            
                            
                            2,284
                            
                            
                            
                            3,695Other
      AssetsWebsite
      Development Costs, net of amortization (net of amortization of $nil and
      $966)
                            
                            
                            -
                            
                            
                            
                            2,511Total
      Assets
                            
                            $
                            5,103
                            
                            
                            $
                            22,094LIABILITIESCurrent
      Liabilities:Accounts
      payable and accrued expenses
                            
                            $
                            4,962
                            
                            
                            $
                            889Total
      Current Liabilities
                            
                            
                            4,962
                            
                            
                            
                            889STOCKHOLDERS’
      EQUITYCapital
      StockAuthorized:75,000,000
      common shares, par value $0.001 per shareIssued
      and outstanding:4,440,000
      common shares at September 30, 2009 and September 30, 2008,
      respectively
                            
                            
                            4,440
                            
                            
                            
                            4,440Additional
      paid-in capital
                            
                            
                            124,560
                            
                            
                            
                            124,560Deficit
      Accumulated During the Development Stage
                            
                            
                            (127,783
                            )
                            
                            
                            (106,955
                            )Accumulated
      Comprehensive Income (Loss)
                            
                            
                            (1,076
                            )
                            
                            
                            (840
                            )Total
      Stockholders’ Equity
                            
                            
                            141
                            
                            
                            
                            21,205Total
      Liabilities and Stockholders’ Equity
                            
                            $
                            5,103
                            
                            
                            $
                            22,094




The
accompanying notes are an integral part of these statements




F-4




UV
FLU TECHNOLOGIES, INC


(Formerly
Northwest Chariots Incorporated)


(A
Development Stage Company)





STATEMENTS OF
OPERATIONS





Year ended
                September 30,
                2009
              
              
              Year ended
                September 30,
                2008
              
              
              Cumulative April 4,
                2006 (Inception)
                Through
                September 30, 2009Sales
      and Rental Revenues
              
              $
              18,000
              
              
              $
              17,900
              
              
              $
              35,900Cost
      of Sales
              
              
              11,120
              
              
              
              9,500
              
              
              
              20,620Gross
      Profit
              
              
              6,880
              
              
              
              8,400
              
              
              
              15,280ExpensesDepreciation
      and amortization
              
              
              3,922
              
              
              
              2,142
              
              
              
              6,064Marketing
              
              
              -
              
              
              
              18,959
              
              
              
              18,959Office
      and administration
              
              
              5,860
              
              
              
              18,413
              
              
              
              32,559Organizational
      costs
              
              
              -
              
              
              
              -
              
              
              
              1,705Professional
      fees
              
              
              17,948
              
              
              
              28,738
              
              
              
              78,148Rent
              
              
              -
              
              
              
              7,786
              
              
              
              7,786Total
      Expenses
              
              
              27,730
              
              
              
              76,038
              
              
              
              145,221(Loss)
      from Operations
              
              
              (20,850
              )
              
              
              (67,638
              )
              
              
              (129,941
              )Other
      Income (Expense)Gain
      (Loss) on foreign exchange
              
              
              22
              
              
              
              (717
              )
              
              
              2,158Net
      (Loss)
              
              $
              (20,828
              )
              
              $
              (68,355
              )
              
              $
              (127,783
              )Basic
      And Diluted Loss Per Share
              
              $
              (0.01
              )
              
              $
              (0.02
              )Weighted
      Average Number Of Shares Outstanding
              
              
              4,440,000
              
              
              
              4,440,000


The
accompanying notes are an integral part of these statements
  F-5


UV
FLU TECHNOLOGIES, INC


(Formerly
Northwest Chariots Incorporated)


(A
Development Stage Company)





STATEMENT OF STOCKHOLDERS’
EQUITY AND OTHER COMPREHENSIVE INCOME





DEFICIT
                                ACCUMULATED
                              
                              
                              ACCUMULATEDADDITIONAL
                              
                              
                              DURING THE
                              
                              
                              OTHER COMPRE-CAPITAL STOCK
                              
                              
                              PAID-IN
                              
                              
                              DEVELOPMENT
                              
                              
                              HENSIVESHARES
                              
                              
                              AMOUNT
                              
                              
                              CAPITAL
                              
                              
                              STAGE
                              
                              
                              INCOME (LOSS)
                              
                              
                              TOTALInception,April
      4, 2006 – Shares issued for cash at $0.01
                              
                              
                              1,500,000
                              
                              
                              $
                              1,500
                              
                              
                              $
                              13,500
                              
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              15,000September
      25, 2006 – Shares issued for cash at $0.01
                              
                              
                              2,000,000
                              
                              
                              
                              2,000
                              
                              
                              
                              18,000
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              20,000Net
      loss for the period ended September 30, 2006
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (1,751
                              )
                              
                              
                              -
                              
                              
                              
                              (1,751
                              )Balances,
      September 30, 2006
                              
                              
                              3,500,000
                              
                              
                              
                              3,500
                              
                              
                              
                              31,500
                              
                              
                              
                              (1,751
                              )
                              
                              
                              -
                              
                              
                              
                              33,249September
      18, 2007 – Shares issued for cash at $0.10
                              
                              
                              940,000
                              
                              
                              
                              940
                              
                              
                              
                              93,060
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              94,000Net
      Loss for the year ended September 30, 2007
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (36,849
                              )
                              
                              
                              -
                              
                              
                              
                              (36,849
                              )Balances,
      September 30, 2007
                              
                              
                              4,440,000
                              
                              
                              
                              4,440
                              
                              
                              
                              124,560
                              
                              
                              
                              (38,600
                              )
                              
                              
                              -
                              
                              
                              
                              90,400Net
      Loss for the year ended September 30, 2008
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (68,355
                              )
                              
                              
                              -
                              
                              
                              
                              (68,355
                              )Change
      in other comprehensive income - Foreign currency translation
      adjustment
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (840
                              )
                              
                              
                              (840
                              )Total
      comprehensive income (loss) (Memo total)
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              (69,195
                              )Balances,
      September 30, 2008
                              
                              
                              4,440,000
                              
                              
                              
                              4,440
                              
                              
                              
                              124,560
                              
                              
                              
                              (106,955
                              )
                              
                              
                              (840
                              )
                              
                              
                              21,205Net
      Loss for the year ended September 30, 2009
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (20,828
                              )
                              
                              
                              -
                              
                              
                              
                              (20,828
                              )Change
      in other comprehensive income - Foreign currency translation
      adjustment
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (236
                              )
                              
                              
                              (236
                              )Total
      comprehensive income (loss) (Memo total)
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              (21,064
                              )Balances,
      September 30, 2009
                              
                              
                              4,440,000
                              
                              
                              $
                              4,440
                              
                              
                              $
                              124,560
                              
                              
                              $
                              (127,783
                              )
                              
                              $
                              (1,076
                              )
                              
                              $
                              141





The
accompanying notes are an integral part of these
statements


F-6


UV
FLU TECHNOLOGIES, INC


(Formerly
Northwest Chariots Incorporated)


(A
Development Stage Company)





STATEMENTS OF CASH
FLOWS





Year ended
                  September 30,
                  2009
                
                
                Year ended
                  September 30
                  2008
                
                
                Cumulative April 04,
                  2006 (Inception)
                  Through
                  September 30, 2009Cash
      Flows from Operating Activities:Net
      (loss)
                
                $
                (20,828
                )
                
                $
                (68,355
                )
                
                $
                (127,783
                )Adjustments
      to Reconcile Net Loss to Net Cash Used by Operating
      Activities:Depreciation
      and amortization
                
                
                3,922
                
                
                
                2,142
                
                
                
                6,064Changes
      in current assets and liabilitiesInventory
                
                
                11,119
                
                
                
                (11,119
                )
                
                
                -Accounts
      payable and accrued liabilities
                
                
                4,073
                
                
                
                (5,191
                )
                
                
                4,962Net
      Cash Flows (Used In) Operating Activities
                
                
                (1,714
                )
                
                
                (82,523
                )
                
                
                (116,757
                )Cash
      Flows from Investing Activities:Additions
      to equipment
                
                
                -
                
                
                
                (4,871
                )
                
                
                (4,871
                )Increase
      in website development costs
                
                
                -
                
                
                
                (3,477
                )
                
                
                (3,477
                )Net
      Cash (Used In) Investing Activities
                
                
                -
                
                
                
                (8,348
                )
                
                
                (8,348
                )Cash
      Flows From Financing Activity:Sale
      of common shares
                
                
                -
                
                
                
                -
                
                
                
                129,000Net
      Cash Flows (Used In) Provided by Financing Activities
                
                
                -
                
                
                
                -
                
                
                
                129,000Net
      Cash Flows
                
                
                (1,714
                )
                
                
                (90,871
                )
                
                
                3,895Foreign
      currency translation adjustment
                
                
                (236
                )
                
                
                (840
                )
                
                
                (1,076
                )Cash,
      Beginning Of Period
                
                
                4,769
                
                
                
                96,480
                
                
                
                -Cash,
      End Of Period
                
                $
                2,819
                
                
                $
                4,769
                
                
                $
                2,819Supplemental
      Disclosure Of Cash Flow InformationCash
      paid for:Interest
                
                $
                -
                
                
                $
                -
                
                
                $
                -Income
      taxes
                
                $
                -
                
                
                $
                -
                
                
                $
                -




The
accompanying notes are an integral part of these statements


F-7


UV
FLU TECHNOLOGIES, INC


(Formerly
Northwest Chariots Incorporated)


(A
Development Stage Company)


NOTES
TO 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.  The Company year-end is September
30th.





b)
            Development
      Stage Activities


We are in
the development stage and have only realized minimal revenue from our planned
operations.  Our business plan is to develop a retail sales and rental
business for electrically powered human transporters.  We are planning
to promote our transporters to large corporations throughout Western
Canada.





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





2.
            BASIS
      OF PRESENTATION – GOING CONCERN





Our
accompanying 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 September
30, 2009, we had incurred losses of $127,783, and have working capital deficit
of 2,143.  These matters raise substantial doubt about our ability to
continue as going concern.  In view of these matters, realization of
certain of the assets in the accompanying balance sheet is dependent upon our
ability to meet our financing requirements, raise additional capital, and the
success of our future operations.  There is no assurance that future
capital raising plans will be successful in obtaining sufficient funds to assure
our eventual profitability.  While management believes that actions
planned and presently being taken to revise our operating and financial
requirements provide the opportunity for us to continue as a going concern,
there is no assurance the actions will be successful.  In addition,
recent events in worldwide capital markets may make it more difficult for us to
raise additional equity or debt capital.





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





3.
            SIGNIFICANT
      ACCOUNTING POLICIES





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





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).


F-8


UV
FLU TECHNOLOGIES, INC


(Formerly
Northwest Chariots Incorporated)


(A
Development Stage Company)


NOTES
TO FINANCIAL STATEMENTS





3.
            SIGNIFICANT
      ACCOUNTING POLICIES (cont’d)





b)
            Income
      Taxes


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





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





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.





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.





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 September 30, 2009 and 2008, 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 financial statements.





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.").  Under ASC 605-10, product revenues (or service
revenues) are recognized when persuasive evidence of an arrangement exists,
delivery has occurred (or service has been performed), the sales price is fixed
and determinable and collectability is reasonably assured.





F-9




UV
FLU TECHNOLOGIES, INC


(Formerly
Northwest Chariots Incorporated)


(A
Development Stage Company)


NOTES
TO FINANCIAL STATEMENTS





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 financial statements in conformity with GAAP requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amount of revenues and expenses during
the reporting period.  Actual results could differ from those
estimates.





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.





l)
            Concentrations


Financial
instruments that potentially subject us to concentrations of credit risk consist
principally of cash and cash equivalents.  At September 30, 2009, we
had $2,522 U.S. funds in deposit in a business bank account and U.S. equivalent
of $297 in Canadian funds in a business account which are not insured by
agencies of the U.S. Government.





m)
            Recent
      Accounting Pronouncements





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




The
      FASB issued ASC subtopic 855-10 (formerly SFAS 165 “Subsequent
      Events”), incorporating guidance on subsequent events into
      authoritative accounting literature and clarifying the time following the
      balance sheet date which management reviewed for events and transactions
      that may require disclosure in the financial statements.  The Company
      adopted this standard effective the second quarter of 2009.  The
      standard increased our disclosure by requiring disclosure of the date
      through which subsequent events have been reviewed.  The
      standard did not change our procedures for reviewing subsequent
      events.  ASC 855-10 is included in the “Subsequent Events”
      accounting guidance.





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


F-10





UV
FLU TECHNOLOGIES, INC


(Formerly
Northwest Chariots Incorporated)


(A
Development Stage Company)


NOTES
TO FINANCIAL STATEMENTS





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





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





International
      Financial Reporting Standards





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





4.
            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 1,500,000 shares of common stock at a price of $0.01 for
cash totalling $15,000.





On
November 25, 2006, we issued 2,000,000 shares of common stock at a price of
$0.01 for cash totalling $20,000.





On
September 18, 2007, we issued 940,000 shares of common stock at a price of $0.10
for cash totalling $94,000.





As at September 30, 2009 and 2008,
there are no outstanding options or warrants.





5.
            INCOME
      TAXES





We are
subject to US and Canadian income taxes.  To date, we have accumulated
losses of approximately $127,783, and therefore have paid no income
tax.  We expect tax rates in both the US and Canada to be
approximately 34%.  Substantially all operations to date have been in
Canada.


F-11





UV
FLU TECHNOLOGIES, INC


(Formerly
Northwest Chariots Incorporated)


(A
Development Stage Company)


NOTES
TO FINANCIAL STATEMENTS





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





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


Year Ended
                    September 30,
                    2009
                  
                  
                  Year Ended
                    September 30,
                    2008Refundable
      Federal income tax attributable to:Current
      operations
                  
                  $
                  (7,000
                  )
                  
                  $
                  (23,200
                  )Change
      in deferred tax valuation allowance
                  
                  
                  7,000
                  
                  
                  
                  23,200Net
      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:





September 30,
                    2009
                  
                  
                  September 30,
                    2008Deferred
      tax asset attributable to:Net
      operating loss carryover
                  
                  $
                  43,400
                  
                  
                  $
                  36,400Less,
      Valuation allowance
                  
                  
                  (43,400
                  )
                  
                  
                  (36,400
                  )Net
      deferred tax asset
                  
                  
                  -
                  
                  
                  
                  -





At
September 30, 2009, we had an unused NOL carryover approximating $127,783 that
is available to offset future taxable income; it expires the beginning in
2026.





6.
            RELATED
      PARTY TRANSACTIONS





The
President and Secretary performed services on our behalf without compensation
during the period ended September 30, 2009 and 2008.  No provision for
these costs has been provided since it has been determined that they are
immaterial.





7.
            SUBSEQUENT
      EVENTS




The
Company has evaluated all subsequent events through December 29, 2009, the date
the financial statements were issued, and have noted the  following
items:




On
October 12, 2009, 3,500,000 shares were surrendered and cancelled




On
November 12, 2009, the Company completed a forward split of
issued  and outstanding shares of common stock on the basis of
thirty-two (32) common shares for one (1) pre-split common share. 
Accordingly, following the forward-split, 30,080,000 common shares are issued
and outstanding in the capital stock of the Company.




On
November 12, 2009, the Company changed its name from “Northwest Chariots
Incorporated” to “UV Flu Technologies, Inc.  The Company’s new trading
symbol under the OTC Bulletin Board is “UVFT”.


F-12


UV
FLU TECHNOLOGIES, INC


(Formerly
Northwest Chariots Incorporated)


(A
Development Stage Company)


NOTES
TO FINANCIAL STATEMENTS





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, manufacture, sale and distribution
of technology and products including air purification systems.  The
agreement includes the transfer of 15,000,000 shares of restricted common stock
of the Company.


F-13


SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, on this 29th day of December,
2009.





UV
      FLU TECHNOLOGIES, INCBy:
                /s/ John J. LennonName:
      John J. LennonTitle:
      President, Chief Executive Officer and Chief Financial
    Officer