U.S. SECURITIES AND EXCHANGE
COMMISSION
 WASHINGTON,
D.C.  20549
 FORM 10-Q
 
 x
              QUARTERLY REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For the quarterly period ended: December
31, 2009
 
 o
              TRANSITION REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 Commission file number:
333-140322
 
 UV FLU TECHNOLOGIES,
INC
 (Exact name of registrant as specified
in its charter)
 
 NEVADA
                  98-0496885(State of
      incorporation)
                  (IRS Employer ID
      No.)
 
 1694 Falmouth Road, Suite
147,
 Centerville,
Massachusetts  02632-2933
 (Address of principal executive offices)
(Zip Code)
 
 Registrant's telephone number, including
area code:  (780) 691-1188
 
 Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90
days.
 xYes ̈No
 
 Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required o submit and
post such files).
  ̈Yes ̈No
 
 Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
 
  ̈
              Large accelerated
      filer
               ̈
              Accelerated
      filer
               ̈
              Non-accelerated
      filer
                (Do not check if smaller
      reporting company)
              x
              Smaller Reporting
      company
 
 Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).
  ̈YesxNo
 
 Indicate the number of shares
outstanding of each of the issuer’s classes of common stock, as of the latest
practicable date.
 
 Class
                
                Outstanding at February 16,
      2010Common stock, $.001 par
      value
                
                45,080,000
  
  UV FLU TECHNOLOGIES,
INC.
 FORM 10-Q
 
 December 31, 2009
 
 INDEX
 
 PAGEPART I—FINANCIAL
      INFORMATION
                  
                  4Item 1. Financial Statements
      (unaudited).
                  
                  4Condensed Balance Sheets as of
      December 31, 2009 (Unaudited) and September 30, 2009
      (Audited).
                  
                  4Condensed Statements of Operations
      for the three month periods ended December 31, 2009 and 2008 and for the
      period from April 4, 2006 (inception) to December 31, 2009
      (Unaudited).
                  
                  5Condensed Statements of Cash Flows
      for the three month periods ended December 31, 2009 and 2008 and for the
      period from April 4, 2006 (inception) to December 31, 2009
      (Unaudited).
                  
                  6Notes to Financial
      Statements.
                  
                  7Item 2. Management's Discussion
      and Analysis of Financial Condition and Results of
      Operations.
                  
                  13Item 3. Quantitative and
      Qualitative Disclosures About Market Risk.
                  
                  14Item 4. Controls and
      Procedures.
                  
                  14PART II—OTHER
      INFORMATION
                  
                  15Item 1. Legal
      Proceedings.
                  
                  15Item 1A. Risk
      Factors.
                  
                  15Item 2. Unregistered Sales of
      Equity Securities and Use of Proceeds.
                  
                  20Item 3. Defaults Upon Senior
      Securities.
                  
                  21Item 4. Submission of Matters to a
      Vote of Security Holders.
                  
                  21Item 5. Other
      Information.
                  
                  21Item 6.
      Exhibits.
                  
                  21Signature
    Page
                  
                  22CertificationsExhibit
31.1Exhibit
31.2Exhibit 32
  2
  FORWARD-LOOKING
STATEMENTS
 
 This Report on Form 10-Q contains
forward-looking statements within the meaning of the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995. Reference is made in
particular to the description of our plans and objectives for future operations,
assumptions underlying such plans and objectives, and other forward-looking
statements included in this report. Such statements may be identified by the use
of forward-looking terminology such as “may,” “will,” “expect,” “believe,”
“estimate,” “anticipate,” “intend,” “continue,” or similar terms, variations of
such terms or the negative of such terms. Such statements are based on
management's current expectations and are subject to a number of factors and
uncertainties, which could cause actual results to differ materially from those
described in the forward-looking statements. Such statements address future
events and conditions concerning, among others, capital expenditures, earnings,
litigation, regulatory matters, liquidity and capital resources and accounting
matters. Actual results in each case could differ materially from those
anticipated in such statements by reason of factors such as future economic
conditions, changes in consumer demand, legislative, regulatory and competitive
developments in markets in which we operate, results of litigation and other
circumstances affecting anticipated revenues and costs, and the risk factors set
forth under the heading “Risk Factors” in our Annual report on Form 10-K for the
fiscal year ended September 30, 2009, filed on December 29,
2009.
 
 As used in this Form 10-Q, “we,” “us”
and “our” refer to UV Flu Technologies, Inc., which is also sometimes referred
to as the “Company.”
 
 YOU SHOULD NOT PLACE UNDUE RELIANCE ON
THESE FORWARD LOOKING STATEMENTS
 
 The forward-looking statements made in
this report on Form 10-Q relate only to events or information as of the date on
which the statements are made in this report on Form 10-Q. Except as required by
law, we undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or otherwise,
after the date on which the statements are made or to reflect the occurrence of
unanticipated events. You should read this report and the documents that we
reference in this report, including documents referenced by incorporation,
completely and with the understanding that our actual future results may be
materially different from what we expect or hope.
  3
  PART I—FINANCIAL
INFORMATION
  Item 1. Financial
Statements.
 
 UV
FLU TECHNOLOGIES, INC
 (A
Development Stage Company)
 
 CONDENSED BALANCE
SHEETS
 
 December 31,
                        2009
                        (Unaudited)
                      
                      
                      September 30,
                        2009
                        (Audited)ASSETSCurrent
      AssetsCash
                      
                      $
                      20,025
                      
                      
                      $
                      2,819Inventory,
      at cost
                      
                      
                      44,500
                      
                      
                      
                      -Total
      Current Assets
                      
                      
                      64,525
                      
                      
                      
                      2,819Property
      and EquipmentEquipment,
      net of accumulated depreciation of $nil and $2,587
                      
                      
                      -
                      
                      
                      
                      2,284Total
      Assets
                      
                      $
                      64,525
                      
                      
                      $
                      5,103LIABILITIESCurrent
      Liabilities:Accounts
      payable and accrued expenses
                      
                      $
                      25,405
                      
                      
                      $
                      4,962Loans
      payable
                      
                      
                      86,660
                      
                      
                      
                      -Total
      Current Liabilities
                      
                      
                      112,065
                      
                      
                      
                      4,962STOCKHOLDERS’
      EQUITYCapital
      StockAuthorized:75,000,000
      common shares, par value $0.001 per shareIssued
      and outstanding:45,080,000
      common shares at December 31, 2009 and 142,080,000 common shares at
      September 30, 2009,
                      
                      
                      45,080
                      
                      
                      
                      4,440Additional
      paid-in capital
                      
                      
                      128,420
                      
                      
                      
                      124,560Deficit
      Accumulated During the Development Stage
                      
                      
                      (221,040
                      )
                      
                      
                      (127,783
                      )Accumulated
      Comprehensive Income (loss)
                      
                      
                      -
                      
                      
                      
                      (1,076
                      )Total
      Stockholders’ Equity
                      
                      
                      (47,540
                      )
                      
                      
                      141Total
      Liabilities and Stockholders’ Equity
                      
                      $
                      64,525
                      
                      
                      $
                      5,103
  The
accompanying notes are an integral part of these statements.
  4
  UV
FLU TECHNOLOGIES, INC
 (A
Development Stage Company)
 
 CONDENSED STATEMENTS OF
OPERATIONS
 (Unaudited)
 
 Three-month
                                period ended
                                December 31,
                                2009
                              
                              
                              Three-month
                                period ended
                                December 31,
                                2008
                              
                              
                              Cumulative April 4,
                                2006 (Inception)
                                Through
                                December 31, 2009Sales
      and Rental Revenues
                              
                              $
                              -
                              
                              
                              $
                              6,000
                              
                              
                              $
                              35,900Cost
      of Sales
                              
                              
                              -
                              
                              
                              
                              5,560
                              
                              
                              
                              20,620Gross
      Profit
                              
                              
                              -
                              
                              
                              
                              440
                              
                              
                              
                              15,280ExpensesDepreciation
      and amortization
                              
                              
                              -
                              
                              
                              
                              643
                              
                              
                              
                              6,064Marketing
                              
                              
                              25,692
                              
                              
                              
                              -
                              
                              
                              
                              44,651Office
      and administration
                              
                              
                              3,478
                              
                              
                              
                              1,186
                              
                              
                              
                              36,037Organizational
      costs
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              1,705Professional
      fees
                              
                              
                              41,894
                              
                              
                              
                              5,855
                              
                              
                              
                              120,042Rent
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              7,786Consulting
                              
                              
                              10,400
                              
                              
                              
                              
                              
                              
                              
                              10,400Investor
      relations
                              
                              
                              11,829
                              
                              
                              
                              -
                              
                              
                              
                              11,829Total
      Expenses
                              
                              
                              93,293
                              
                              
                              
                              7,684
                              
                              
                              
                              238,514(Loss)
      from Operations
                              
                              
                              (93,293
                              )
                              
                              
                              (7,244
                              )
                              
                              
                              (223,234
                              )Other
      Income (Expense)Gain
      on sale of assets
                              
                              
                              1,116
                              
                              
                              
                              
                              
                              
                              
                              1,116Gain
      (Loss) on foreign exchange
                              
                              
                              (1,080
                              )
                              
                              
                              (31
                              )
                              
                              
                              1,078Net
      (Loss)
                              
                              $
                              (93,257
                              )
                              
                              $
                              (7,213
                              )
                              
                              $
                              (221,040
                              )Basic
      And Diluted Loss Per Share
                              
                              $
                              Nil
                              
                              
                              $
                              NilWeighted
      Average Number Of Shares Outstanding
                              
                              
                              47,134,348
                              
                              
                              
                              142,080,000
  5
  UV
FLU TECHNOLOGIES, INC
 (A
Development Stage Company)
 
 CONDENSED STATEMENTS OF CASH
FLOWS
 (Unaudited)
 
 Three Month
                      Period ended
                      December 31,
                      2009
                    
                    
                    Three Month
                      Period ended
                      December 31,
                      2008
                    
                    
                    Cumulative April 04,
                      2006 (Inception)
                      Through
                      December 31, 2009Cash
      Flows from Operating Activities:Net
      (loss)
                    
                    $
                    (93,257
                    )
                    
                    $
                    (7,213
                    )
                    
                    $
                    (221,040
                    )Adjustments
      to Reconcile Net Loss to Net Cash Used by Operating
      Activities:Depreciation
      and amortization
                    
                    
                    -
                    
                    
                    
                    643
                    
                    
                    
                    6,064Gain
      on sale of assets
                    
                    
                    (1,116
                    )
                    
                    
                    -
                    
                    
                    
                    (1,116
                    )Changes
      in current assets and liabilitiesInventory
                    
                    
                    -
                    
                    
                    
                    5,559
                    
                    
                    
                    -Loans
      payable
                    
                    
                    86,660
                    
                    
                    
                    -
                    
                    
                    
                    86,660Accounts
      payable and accrued liabilities
                    
                    
                    20,443
                    
                    
                    
                    1,016
                    
                    
                    
                    25,405Net
      Cash Flows provided by Operating Activities
                    
                    
                    12,730
                    
                    
                    
                    5
                    
                    
                    
                    (104,027
                    )Cash
      Flows from Investing Activities:Sales
      proceeds  of  equipment
                    
                    
                    3,400
                    
                    
                    
                    -
                    
                    
                    
                    (1,471
                    )Increase
      in website development costs
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (3,477
                    )Net
      Cash provided by Investing Activities
                    
                    
                    3,400
                    
                    
                    
                    -
                    
                    
                    
                    (4,948
                    )Cash
      Flows From Financing Activity:Sale
      of common shares
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    129,000Net
      Cash Flows  provided by Financing Activities
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    129,000Net
      Cash Flows
                    
                    
                    16,130
                    
                    
                    
                    5
                    
                    
                    
                    20,025Foreign
      Currency translation adjustment
                    
                    
                    1,076
                    
                    
                    
                    (297
                    )
                    
                    
                    -Cash,
      Beginning Of Period
                    
                    
                    2,819
                    
                    
                    
                    4,769
                    
                    
                    
                    -Cash,
      End Of Period
                    
                    $
                    20,025
                    
                    
                    $
                    4,477
                    
                    
                    $
                    20,025Supplemental
      Disclosure Of Cash Flow InformationCash
      paid for:Interest
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Income
      taxes
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Inventory
      acquired through  issuance of shares
                    
                    $
                    44,500
                    
                    
                    $
                    -
                    
                    
                    $
                    -Shares
      issued
                    
                    
                    15,000,000
                    
                    
                    
                    -
                    
                    
                    
                    -
 The
accompanying notes are an integral part of these statements.
  6
  UV
FLU TECHNOLOGIES, INC
 (A
Development Stage Company)
 NOTES
TO CONDENSED 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
 
 The
Company  is in the development stage and during the three months ended
December 31, 2009, we have no revenue from our current operations.  To
generate revenue, our new business plan  is to focus on the research, development,
manufacturing and sales of air purification systems and products.We will
focus initially on the commercial market, targeting medical, hospitality and
commercial property customers in the United States.
 
 Based
upon our business plan, we are a development stage
enterprise.  Accordingly, we present our financial statements in
conformity with the accounting principles generally accepted in the United
States of America that apply in establishing operating
enterprises.  As a development stage enterprise, we disclose the
deficit accumulated during the development stage and the cumulative statements
of operations and cash flows from our inception to the current balance sheet
date.
 
 2.
              BASIS
      OF PRESENTATION – GOING CONCERN
 
 Our
accompanying unaudited financial statements have been prepared in conformity
with GAAP, which contemplates our continuation as a going
concern.  However, we have minimal business operations to
date.  In addition, at December 31, 2009, we had incurred losses of
$221,040, and have working capital deficit of 47,540.  These matters
raise substantial doubt about our ability to continue as going
concern.  In view of these matters, realization of certain of the
assets in the accompanying balance sheet is dependent upon our ability to meet
our financing requirements, raise additional capital, and the success of our
future operations.  There is no assurance that future capital raising
plans will be successful in obtaining sufficient funds to assure our eventual
profitability.  While management believes that actions planned and
presently being taken to revise our operating and financial requirements provide
the opportunity for us to continue as a going concern, there is no assurance the
actions will be successful.  In addition, recent events in worldwide
capital markets may make it more difficult for us to raise additional equity or
debt capital.
 
 Our
financial statements do not include any adjustments that might result from these
uncertainties.
 
 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).
  7
  UV
FLU TECHNOLOGIES, INC
 (A
Development Stage Company)
 NOTES
TO CONDENSED 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.  As of December
31, 2009, all of the property and equipment had been sold for a net gain of
$1,116.   The Company has no property and equipment of value as
of December 31, 2009.
 
 e)
              Advertising
 
 Advertising
costs are expensed as in accordance with ASC subtopic 720-35 (formerly SOP
93-7).
 
 f)
              Basic
      and Diluted Loss Per Share
 
 In
accordance with ASC subtopic 260-10 (formerly SFAS No. 128 – “Earnings Per
Share”), the basic loss per common share is computed by dividing net loss
available to common stockholders by the weighted average number of common shares
outstanding.  Diluted loss per common share is computed similar to
basic loss per common share except that the denominator is increased to include
the number of additional common shares that would have been outstanding if the
potential common shares had been issued and if the additional common shares were
dilutive.  At December 31, 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.
  8
 
 UV
FLU TECHNOLOGIES, INC
 (A
Development Stage Company)
 NOTES
TO CONDENSED FINANCIAL STATEMENTS
 
 3.
              SIGNIFICANT
      ACCOUNTING POLICIES (cont’d)
 
 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 December 31, 2009, we
had $20,025 U.S. funds in deposit in a business bank account.
 
 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 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.
  9
 
 UV
FLU TECHNOLOGIES, INC
 (A
Development Stage Company)
 NOTES
TO CONDENSED FINANCIAL STATEMENTS
 
 3.
              SIGNIFICANT
      ACCOUNTING POLICIES (cont’d)
 
 m)
              Recent
      Accounting Pronouncements (cont’d)
 
 In
July 2006, the FASB issued ASC subtopic 740-10 (formerly Interpretation No.
(“FIN”) 48, “Accounting
for Uncertainty in Income Taxes”). ASC 740-10 sets forth a recognition
threshold and valuation method to recognize and measure an income tax position
taken, or expected to be taken, in a tax return. The evaluation is based on a
two-step approach. The first step requires an entity to evaluate whether the tax
position would “more likely than not,” based upon its technical merits, be
sustained upon examination by the appropriate taxing authority. The second step
requires the tax position to be measured at the largest amount of tax benefit
that is greater than 50 percent likely of being realized upon ultimate
settlement. In addition, previously recognized benefits from tax positions that
no longer meet the new criteria would no longer be recognized. The application
of this Interpretation will be considered a change in accounting principle with
the cumulative effect of the change recorded to the opening balance of retained
earnings in the period of adoption. Adoption of this new standard is not
expected to have a material impact on our financial position, results of
operations or cash flows.
 
 In
      April 2008, the FASB issued ASC 815-40 (formerly Emerging Issues Task
      Force (“EITF”) 07-05, "Determining whether an
      Instrument (or Embedded Feature) Is Indexed to an Entity’s Own
      Stock"). ASC815-40 applies to any freestanding financial
      instruments or embedded features that have the characteristics of a
      derivative, and to any freestanding financial instruments that are
      potentially settled in an entity’s own common stock. ASC 815-40 is
      effective for financial statements issued for fiscal years beginning after
      December 15, 2008.  The Company is currently evaluating the
      impact ASC 815-40, but does not expect the adoption of this pronouncement
      will have a material impact on its financial position, results of
      operations or cash flows.
 
 In
June 2009, the FASB issued ASC 105 Accounting Standards
Codification TMand the
Hierarchy of Generally Accepted Accounting Principles. The FASB
Accounting Standards Codification TM (the “Codification”) has become the source
of authoritative accounting principles recognized by the FASB to be applied by
nongovernmental entities in the preparation of financial statements in
accordance with Generally Accepted Accounting Principles (“GAAP”). All existing
accounting standard documents are superseded by the Codification and any
accounting literature not included in the Codification will not be
authoritative. Rules and interpretive releases of the SEC issued under the
authority of federal securities laws, however, will continue to be the source of
authoritative generally accepted accounting principles for SEC registrants.
Effective September 30, 2009, all references made to GAAP in our
consolidated financial statements will include references to the new
Codification. The Codification does not change or alter existing GAAP and,
therefore, will not have an impact on our financial position, results of
operations or cash flows.
 
 In June
2009, the FASB issued changes to the consolidation guidance applicable to a
variable interest entity (VIE). FASB ASC Topic 810, "Consolidation," amends the
guidance governing the determination of whether an enterprise is the primary
beneficiary of a VIE, and is, therefore, required to consolidate an entity, by
requiring a qualitative analysis rather than a quantitative analysis. The
qualitative analysis will include, among other things, consideration of who has
the power to direct the activities of the entity that most significantly impact
the entity's economic performance and who has the obligation to absorb losses or
the right to receive benefits of the VIE that could potentially be significant
to the VIE. This standard also requires continuous reassessments of whether an
enterprise is the primary beneficiary of a VIE. FASB ASC 810 also requires
enhanced disclosures about an enterprise's involvement with a VIE. Topic 810 is
effective as of the beginning of interim and annual reporting periods that begin
after November 15, 2009. This will not have an impact on the Company’s financial
position, results of operations or cash flows.
  10
  UV
FLU TECHNOLOGIES, INC
 (A
Development Stage Company)
 NOTES
TO CONDENSED FINANCIAL STATEMENTS
 
 3.
              SIGNIFICANT
      ACCOUNTING POLICIES (cont’d)
 
 m)
              Recent
      Accounting Pronouncements (cont’d)
 
 In June
2009, the FASB issued Financial Accounting Standards Codification No. 860 -
Transfers and Servicing. FASB ASC No. 860 improves the relevance,
representational faithfulness, and comparability of the information that a
reporting entity provides in its financial statements about a transfer of
financial assets; the effects of a transfer on its financial position, financial
performance, and cash flows; and a transferor's continuing involvement, if any,
in transferred financial assets. FASB ASC No. 860 is effective as of the
beginning of each reporting entity's first annual reporting period that begins
after November 15, 2009, for interim periods within that first annual reporting
period and for interim and annual reporting periods thereafter. The Company is
evaluating the impact the adoption of FASB ASC No. 860 will have on its
financial statements.
 
 International
      Financial Reporting Standards
 
 In
      November 2008, the Securities and Exchange Commission (“SEC”) issued for
      comment a proposed roadmap regarding potential use of financial statements
      prepared in accordance with International Financial Reporting Standards
      (“IFRS”) as issued by the International Accounting Standards Board. Under
      the proposed roadmap, the Company would be required to prepare financial
      statements in accordance with IFRS in fiscal year 2014, including
      comparative information also prepared under IFRS for fiscal 2013 and 2012.
      The Company is currently assessing the potential impact of IFRS on its
      financial statements and will continue to follow the proposed roadmap for
      future developments.
 
 4.
              ASSET
      ACQUISITION
 
 On
December 16, 2009, the Company entered into an Asset Purchase Agreement with an
effective date of November 15, 2009, with AmAirpure, Inc., a related party,
whereby the Company acquires certain of their assets relating to the design,
development, and manufacture of technology and products including air
purification systems.  The agreement resulted in the issuance of
15,000,000 shares of common stock of the Company. The assets acquired included
inventory, valued at sellers cost of $44,500, and a patent valued at
$nil.  The shares given were valued at the fair market value of the
assets acquired.
 
 5.
              LOANS
      PAYABLE
 
 At
December 31, 2009, the Company had a third party loan payable for $86,660
(September 30, 2009 - $nil).  The loan bears interest at a rate of 10%
per annum, and is due on demand.  Arrears in payment of the principal
and any interest shall bear interest at the rate of 30% per year calculated
annually.
 
 6.
              COMMON
      STOCK
 
 Our
authorized common stock consists of 75,000,000 shares with a par value of $0.001
per share.
  On April
04, 2006, we issued 48,000,000 shares of common stock at a price of $0.01 for
cash totalling $15,000.
  On
November 25, 2006, we issued 64,000,000 shares of common stock at a price of
$0.01 for cash totalling $20,000.
  On
September 18, 2007, we issued 30,080,000 shares of common stock at a price of
$0.10 for cash totalling $94,000.
  On
October 12, 2009, 112,000,000 shares of common stock  were surrendered
and cancelled.
  On
November 12, 2009, a forward split 32:1 was approved and enacted.
  On
December 16, 2009, we issued 15,000,000 shares of common stock  for
assets purchased. See Note 4.
  As at
December 31, 2009 and 2008, there are no outstanding options or
warrants.
  11
 
 UV
FLU TECHNOLOGIES, INC
 (A
Development Stage Company)
 NOTES
TO CONDENSED FINANCIAL STATEMENTS
 
 7.
              INCOME
      TAXES
 
 We are
subject to US and Canadian income taxes.  To date, we have accumulated
losses of approximately $221,040, and therefore have paid no income
tax.  We expect tax rates in both the US and Canada to be
approximately 34%.  Substantially all operations prior to September
30, 2009  have been in Canada.  Substantially all operations
going forward will be in the United States.
 
 Deferred
income taxes arise from temporary timing differences in the recognition of
income and expenses for financial reporting and tax purposes.  Our
deferred tax assets consist entirely of the benefit from net operating loss
(“NOL”) carry-forwards.  The NOL carry-forwards expire in
2028.  Our deferred tax assets are offset by a valuation allowance due
to the uncertainty of the realization of the NOL carry-forwards.  NOL
carry-forwards may be further limited by a change our ownership and other
provisions of the tax laws.
 
 The
provision for refundable Federal income tax, using an effective tax rate of
thirty-four percent (34%), consists of the following:
 Period Ended
                        December 31,
                        2009
                      
                      
                      Year Ended
                        September 30,
                        2009Refundable
      Federal income tax attributable to:Current
      operations
                      
                      $
                      (31,700
                      )
                      
                      $
                      (7,000
                      )Change
      in deferred tax valuation allowance
                      
                      
                      31,700
                      
                      
                      
                      7,000Net
      refundable amount
                      
                      
                      -
                      
                      
                      
                      -
 
 The
cumulative tax effect at the expected rate of thirty-four percent (34%) of
significant items comprising our net deferred tax amount is as
follows:
 
 December 31,
                        2009
                      
                      
                      September 30,
                        2009Deferred
      tax asset attributable to:Net
      operating loss carryover
                      
                      $
                      75,200
                      
                      
                      $
                      43,400Less:
      Valuation allowance
                      
                      
                      (75,200
                      )
                      
                      
                      (43,400
                      )Net
      deferred tax asset
                      
                      
                      -
                      
                      
                      
                      -
 
 At
December 31, 2009, we had an unused NOL carryover of approximating $221,040 that
is available to offset future taxable income; it expires the beginning in
2026.
 
 8.
              SUBSEQUENT
      EVENTS
 
 In
preparing these financial statements, the Company has evaluated events and
transactions for potential recognition or disclosure through February 16, 2010,
the date the financial statements were issued.
 
 There are no subsequent events to
disclose.
  12
  Item 2.Management’s
Discussion and Analysis of Financial Condition and Results of
Operations.
 
 The following discussion should be read
in conjunction with our financial statements and notes thereto included
elsewhere in this quarterly report. Forward-looking statements are statements
not based on historical information and which relate to future operations,
strategies, financial results or other developments. Forward-looking statements
are based upon estimates, forecasts, and assumptions that are inherently subject
to significant business, economic and competitive uncertainties and
contingencies, many of which are beyond our control and many of which, with
respect to future business decisions, are subject to change. These uncertainties
and contingencies can affect actual results and could cause actual results to
differ materially from those expressed in any forward-looking statements made by
us, or on our behalf. We disclaim any obligation to update forward-looking
statements.
 
 Background
 
 We were organized under the laws of the
State of Nevada on April 4, 2006 under the name “Northwest Chariots, Inc.” and
were engaged in the business of renting and selling electrically powered human
transporters, like electric bicycles, chariots and quads.  Subsequent
to our fiscal year ended September 30, 2009, we decided to change our product
mix to air purification products and to focus on the research, development,
manufacturing and sales of air purification systems and
products.
 
 In furtherance of our business
objectives, on November 12, 2009, we effected a 32-1 forward stock split of all
our issued and outstanding shares of common stock, and we merged with our
wholly-owned subsidiary, UV Flu Technologies, Inc., for the purposes of
effecting a name change to “UV Flu Technologies, Inc.”
 
 On November 15, 2009, we acquired
AmAirpure Inc.’s air purification technology, product, inventory and certain
equipment pursuant to an Asset Purchase Agreement with AmAirpure,
Inc.  We issued 15,000,000 shares of our common stock to shareholders
of AmAirpure in connection with the asset acquisition.  Additionally,
on November 25, 2009, we entered into a Distribution Agreement with Puravair
Distributors LLC (“Puravair”) where we appointed Puravair as our exclusive
master distributor for our Viraguard UV-400 product and our other products for
the professional, medical and commercial markets in the U.S. and
Canada.
 
 We currently have minimal revenue from
operations. In order to meet our business objectives, we will need to raise
additional funds through equity or convertible debt financing. There can be no
assurance that we will be successful in raising additional funds and, if
unsuccessful, our plans for expanding operations and business activities may
have to be curtailed. Any attempt to raise funds, through debt or equity
financing, would likely result in dilution to existing
shareholders.
 
 Critical Accounting
Policies
  The preparation of financial statements in conformity
with United States generally accepted accounting principles requires management
of our company to make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods.
 
 The discussion and analysis of our
financial condition and results of operations are based upon our
financialstatements, which
have been prepared in accordance with accounting principles generally accepted
in the United States of America.  We believe certain critical
accounting policies affect our more significant judgments and estimates used in
the preparationof our financial
statements.  A description of our critical accounting policies is set
forth in our Annual Report on Form 10-K for the year ended September 30,
2009.  As of, and for the three months ended December 31, 2009, there
have been no material changes or updates to our critical
accounting policies.
 
 Results of
Operations
 
 The following discussion of the
financial condition, results of operations, cash flows and changes in our
financial position should be read in conjunction with our audited
consolidated financial
statements and notes included in our Annual Report on Form 10-K for the fiscal
year ended September 30, 2009 filed on December 29, 2009.
 
 Comparison of three month periods ended
December 31, 2009 and December 31, 2008
 
 During the three monthperiods ended December 31, 2009 and
November 30, 2008, we earned revenues of $0 and $6,000,
respectively.
 
 For the three month periods ended
December 31, 2009 and December 31, 2008, we incurred a loss of $93,257 and
$7,213, respectively.  The increase was largely attributed to
increased marketing expenses, professional fees, consulting expenses and
investor relations expenses.
  13
  Period from inception, April 4, 2006 to
December 31, 2009
 
 Since inception, we have an accumulated
deficit during the development stage of $221,040.
 
 Liquidity and Capital
Resources
 
 As of December 31, 2009, we had $20,025
in cash and a working capital deficiency of $47,540.  During the three
month period ended December 31, 2009, our primary sources of cash were loan
proceeds andan increase in
accounts payable.
 
 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.
 
 For the
three month period ended December 31, 2009, we generated net cash of $16,130,
primarily from loan proceeds of $86,660, an increase in accounts payable of
$20,433, and proceeds of $3,400 from the sales of equipment, offset by a loss of
$93,257 from operating activities. However, we completed the acquisition of
certain assets of AmAirpure issuing shares of our common stock.
 
 We
anticipate that our cash requirements will be significant in the near term due
to our expected implementation of our marketing and sales
goals.  Accordingly, we expect to continue to use cash to fund
operations for at least the remaining of our fiscal year ending September
30, 2010.
 
 Off-Balance Sheet
Transactions
 
 There are no off-balance sheet
items.
 
 Item 3. Quantitative and Qualitative
Disclosures About Market Risk.
 
 We are a smaller reporting company as
defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not
required to provide the information under this item.
  Item 4. Controls and
Procedures.
 
 We carried out an evaluation, under the
supervision and with the participation of our management, including our
Principal Executive Officer along with our Principal Financial Officer, of the
effectiveness of the design of the our disclosure controls andprocedures (as defined by Exchange Act
Rule 13a-15(e) and 15a-15(e)) as of the end of our fiscal quarter pursuant
to Exchange Act Rule 13a-15. Based upon that evaluation, our Principal
Executive Officer along with our Principal Financial Officer
concludedthat our disclosure controls and
procedures are effectivein
ensuring that information required to be disclosed by us in reports that we file
or submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission’s
rules and forms and that such information is accumulated and communicated to our
management, including our Principal Executive Officer and Principal Financial
Officer, as appropriate, to allow timely decisions regarding required
disclosure.
 
 There were no changes in our internal
controls over financial reporting that occurred during the three months ended
December 31, 2009 that have materially affected, or are reasonably likely to
materially affect, our internalcontrols 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.
  14
  PART II—OTHER
INFORMATION
 
 Item 1. Legal
Proceedings.
 
 None.
 
 Item
1A. Risk Factors.
 
 With the exception of historical facts
stated herein, the matters discussed in this report on Form 10-Q are
“forward looking” statements that involve risks and uncertainties that could
cause actual results to differ materially from projected results. Such “forward
looking” statements include, but are not necessarily limited to statements
regarding anticipated levels of future revenues and earnings from the operations
of UV Flu Technologies, Inc. (the “Company,” “we,” “us” or “our”), projected
costs and expenses related to our operations, liquidity, capital resources, and
availability of future equity capital on commercially reasonable terms. Factors
that could cause actual results to differ materially are discussed below. We
disclaim any intent or obligation to publicly update these “forward looking”
statements, whether as a result of new information, future events or
otherwise.
 
 An investment in our common stock is
subject to risks inherent to our business.  The material risks and
uncertainties that management believes affect us are described
below.  Before making an investment decision, you should carefully
consider the risks and uncertainties described below together with all of the
other information included or incorporated by reference in this
report.  The risks and uncertainties described below are not the only
ones facing us.  Additional risks and uncertainties that management is
not aware of or focused on or that management currently deems immaterial may
also impair our business operations.  This report is qualified in its
entirety by these risk factors.
 
 If any of the following risks actually
occur, our financial condition and results of operations could be materially and
adversely affected.  If this were to happen, the value of our common
stock could decline significantly, and you could lose all or part of your
investment.
 
 Our limited operating history may not
serve as an adequate basis to judge our future prospects and results of
operations.
  We have a limited operating history. As
such, our historical operating results may not provide a meaningful basis for
evaluating our business, financial performance and prospects. Accordingly, you
should not rely on our results of operations for any prior periods as an
indication of our future performance. Our operations will be subject to all the
risks inherent in the establishment of a developing enterprise and the
uncertainties arising from the absence of a significant operating
history.  We are in the development stage and potential investors
should be aware of the difficulties normally encountered by enterprises in the
development stage. If our business plan is not successful, and we are not able
to operate profitably, investors may lose some or all of their investment in our
company.
 
 We
cannot accurately predict future revenues or profitability in the emerging
market for air purifiers.
 
 The market for ultra violet indoor air
purifiers is rapidly evolving. As is typical for a rapidly evolving industry,
demand and market acceptance for recently introduced products are subject to a
high level of uncertainty. Moreover, since the market for our products is
evolving, it is difficult to predict the future growth rate, if any, and size of
this market.
 
 Because of our lack of an operating
history and the emerging nature of the markets in which we compete, we are is
unable to accurately forecast our revenues or our profitability. The market for
our products and the long-term acceptance of our products are uncertain, and our
ability to attract and retain qualified personnel with industry expertise,
particularly sales and marketing personnel, is uncertain. To the extent we are
unsuccessful in increasing revenues, we may be required to appropriately adjust
spending to compensate for any unexpected revenue shortfall, or to reduce our
operating expenses, causing us to forego potential revenue generating
activities, either of which could have a material adverse effect on our
business, results of operations and financial condition.
 
 We have incurred losses in prior periods
and may incur losses in the future.
 
 We incurred net losses of approximately
$93,257 for our fiscal quarter ended December 31, 2009. As of December 31, 2009,
we had an accumulated deficit of approximately $221,040.  We have not
achieved profitability in any period, and we expect to continue to incur net
losses for the foreseeable future. Should we continue to incur net losses in
future periods, we may not be able to increase the number of employees or our
investment in capital equipment, sales and marketing programs and research and
development in accordance with present plans. Continuation of net losses may
also require us to secure additional financing sooner than expected. Such
financing may not be available in sufficient amounts, or on terms acceptable to
us and may dilute existing shareholders.
  15
  We will require additional capital in
the future in order to maintain and expand our operations.  Failure to
obtain required capital would adversely affect our business.
 
 Until such time as we become profitable,
we will be required to obtain additional financing or capital investments in
order to maintain and expand our operations and take advantage of future
business opportunities. Obtaining additional financing will be subject to, among
other factors, market conditions, industry trends, investor sentiment and
investor acceptance of our business plan and management. These factors may make
the timing, amount, terms and conditions of additional financing unattractive or
unavailable to us. There are no assurances that we will be able to raise cash
from equity or debt financing efforts or that, even if raised, such cash would
be sufficient to satisfy our anticipated capital requirements. Further, there is
no assurance concerning the terms on which such capital might be available.
Failure to obtain financing sufficient to meet our anticipated capital
requirements could have a material adverse effect on our business, operating
results and financial condition.
 
 If our products do not achieve greater
market acceptance, or if alternative brands are developed and gain market
traction, our business would be adversely affected.
  Our success is dependent upon the
successful development and marketing of our products. Our future success depends
on increased market acceptance of our air purifier product lines.  The
air purification community may not embrace our product
line.  Acceptance of our products will depend on several factors,
including cost, product effectiveness, convenience, strategic partnerships and
reliability. We also cannot be sure that our business model will gain wide
acceptance among retailers or the air purifier community. If the market fails to
continue to develop, or develops more slowly than we expect, our business,
results of operations and financial condition will be adversely affected.
Moreover, if new air purifier brands are developed, our prospective products and
current technologies could become less competitive or obsolete.  Any
of these factors could have a material and adverse impact on our growth and
profitability.
 
 The markets in which we operate are very
competitive, and many of our competitors and potential competitors are larger,
more established and better capitalized than we are.
 
 Although air purification technology is
a rapidly emerging technology, the market for these products is highly
competitive and we expect that competition will continue to intensify. Our
products compete broadly with other current companies offering air purification
technology, including companies that offer UV air purification technology, such
as 3M Corporation and Sears.  These products compete directly with the
products offered by us.
 
 Many competitors have longer operating
histories, larger customer bases, and greater financial, research and
development, technical, marketing and sales, and personnel resources than we
have.  Given their capital resources, the larger companies with whom
we compete or may compete in the future, are in a better position to
substantially increase their manufacturing capacity, research and development
efforts or to withstand any significant reduction in orders by customers in our
markets. Such larger companies typically have broader and more diverse product
lines and market focus and thus are not as susceptible to downturns in a
particular market. In addition, some of our competitors have been in operation
much longer than we have been and therefore may have more longstanding and
established relationships with current and potential
customers.
 
 Because we are small and do not have
much capital, we must limit our activities. Our relative lack of capital and
resources will adversely affect our ability to compete with large entities that
market air purifier products.  We compete against other air purifier
manufacturers and retailers, some of which sell their products globally, and
some of these providers have considerably greater resources and abilities than
we have. These competitors may have greater marketing and sales capacity,
established sales and distribution networks, significant goodwill and global
name recognition. Furthermore, it may become necessary for us to reduce our
prices in response to competition. A reduction in prices of our products could
adversely affect our revenues and profitability.
 
 In addition, other entities not
currently offering products similar to us may enter the market. Any delays in
the general market acceptance of our products may harm our competitive position.
Any such delay would allow our competitors additional time to improve their
service or product offerings, and provide time for new competitors to develop.
Increased competition may result in pricing pressures, reduced operating margins
and loss of market share, which could have an adverse effect on our business,
operating results and financial condition.
 
 Inability of our officers and directors
to manage the growth of the business may limit our success.
 
 We expect to grow as we
execute or business strategy. Rapid growth would place a significant
strain on our management and operational resources. In addition, we expect the
demands on our infrastructure and technical support resources to grow along with
our customer base, and if we are successful in implementing our marketing
strategy, it could experience difficulties responding to demand for our products
and technical support in a timely manner and in accordance with market
expectations. These demands may require the addition of new management personnel
or the development of additional expertise by existing management personnel.
There can be no assurance that our networks, procedures or controls will be
adequate to support our operations or that management will be able to keep pace
with such growth. Failure to manage growth effectively could have a material
adverse effect on our business, operating results and financial
condition.
  16
 
 As we expand, management will be faced
with new challenges due to increases in operating expenses and risks related to
expansion.
 
 As our business grows and expands, we
will spend substantial financial and other resources on developing and
introducing new products and expanding our sales and marketing organization,
strategic relationships and operating infrastructure. If our business and
revenues grow, we expect that our cost of revenues, sales and marketing
expenses, general and administrative expenses, operations and customer support
expenses will increase.
 
 If
we fail to integrate our recent acquisitions with our operations, our business
could suffer.
 
 We recently acquired air purification
technology and products from AmAirpure, Inc., and in the future we may acquire
more air purification technologies, businesses or assets.  The
integration of acquired businesses, technologies or assets requires significant
effort and entails risks. We may find it difficult to integrate operations of
acquired businesses as personnel may leave and licensees, distributors or
suppliers may terminate their arrangements or demand amended terms to these
arrangements. Additionally, our management may have their attention diverted
while trying to integrate businesses or assets that may be
acquired.  If we are not able to successfully integrate any businesses
or assets that we acquire, we may not realize the anticipated benefits of these
acquisitions.
 
 Our
success depends on our ability to capitalize on our strategic relationships and
partnerships with suppliers, distributors, purchasers and users of our
products.
 
 We will rely on strategic relationships
with third parties to expand our distribution channels and to undertake joint
product development and marketing efforts. Our ability to increase sales depends
on marketing our products through new and existing strategic relationships. We
intend to partner with established existing suppliers and distributors in order
to reach target markets such as the medical, healthcare, hospitality, food
service and lodging markets. The termination of one or more of our strategic
relationships may have a material adverse effect on our business, operating
results and financial condition.
 
 Our intellectual property may not
protect our products, and/or our products may infringe on the intellectual
property rights of third parties.
 
 We regard our trademarks, trade secrets
and similar intellectual property as critical to our success and attempts to
protect such property with registered and common law trademarks and copyrights,
restrictions on disclosure and other actions to forestall infringement. Despite
precautions implemented by us, unauthorized third parties may copy certain
portions of our products or reverse engineer or obtain and use information
regarded by us as proprietary. We have secured one patent in the United States,
have filed an application for an additional patent, and may seek additional
patents in the future. We do not know if a patent will issue on the patent
application or whether any future patent applications will be issued with the
scope of the claims sought by us, or whether any patents received by us will be
challenged or invalidated. In addition, many other organizations are engaged in
research and product development efforts that may overlap with our
products.  Such organizations may currently have, or may obtain in the
future, legally blocking proprietary rights, including patent rights, in one or
more products or methods under development or consideration by
us.  These rights may prevent us from commercializing products, or may
require us to obtain a license from the organizations to use the
technology.  We may not be able to obtain any such licenses that may
be required on reasonable financial terms, if at all, and cannot be sure that
the patents underlying any such licenses will be valid or enforceable. The laws
of some foreign countries do not protect proprietary rights to the same extent
as the laws of the United States. Our means of protecting our proprietary rights
in the United States or abroad may not be adequate and competitors may
independently develop similar technology and products. Third parties may
infringe or misappropriate our copyright, trademarks and similar proprietary
rights. In addition, other parties may assert infringement claims against us. We
cannot be certain that our products do not infringe issued patents that may
relate to our products. We may be subject to legal proceedings and claims from
time to time in the ordinary course of business, including claims of alleged
infringement of the trademarks and other intellectual property rights of third
parties. Intellectual property litigation is expensive and time consuming and
may divert management's attention away from running our business which may have
a material adverse effect on our business, operating results and financial
condition.
 
 The value of our technology may be
vulnerable to the discovery of unknown technological
defects.
 
 Our products depend on complex
technology. Complex technology often contains defects, particularly when first
introduced or when new versions are released. Although we conduct extensive
testing, there is a possibility that technology defects may not be detected
until after the product has been released. Although we have not experienced any
material technology defects to date, it is possible that despite testing,
defects may occur in the products. The defects may result in damage to our
reputation or increase costs, cause us to lose revenue or delay market
acceptance or divert our development resources, any of which may have a material
adverse effect on our business, operating results and financial
condition.
  17
  Government
and private insurance plans may not adequately reimburse patients for our
products, which could result in reductions in sales or selling prices for our
products.
 
 Our ability to sell our products will
depend in some part on the extent to which reimbursement for the cost of our
products will be available from government health administration authorities,
private health insurers and other organizations. In November 2008, the FDA
approval for our UV 400 Viraguard product as a Class II medical device, and we
believe that certain purchasers of our product may generally qualify for
reimbursement of some of the costs of purchasing our product, subject to the
terms and conditions of their insurance plan or Medicare or
Medicaid.  Third party payers such as insurance companies are
increasingly challenging the prices charged for medical products and can,
without notice, deny coverage for treatments that may include the use of our
products. Therefore, even if a product is approved for marketing, we cannot be
assured that reimbursement will be allowed for the product, that the
reimbursement amount will be adequate or, that the reimbursement amount, even if
initially adequate, will not subsequently be reduced.  Additionally,
future legislation or regulations concerning the healthcare industry or third
party or governmental coverage and reimbursement, particularly legislation or
regulation limiting consumers’ reimbursement rights, may harm our
business.
 
 As we develop new products, those
products will generally not qualify for reimbursement, if at all, until they are
approved for marketing and until they are approved for reimbursement under
policies of insurance, Medicare and Medicaid. We do not file claims and bill
governmental programs or other third party payers directly for reimbursement for
our products. However, we are still subject to laws and regulations relating to
governmental reimbursement programs, particularly Medicaid and
Medicare.
 
 Failure
to comply with anti-kickback and fraud regulations could result in substantial
penalties and changes in our business operations.
 
 The federal Anti-Kickback Law prohibits
persons from knowingly and willfully soliciting, receiving, offering or
providing remuneration, directly or indirectly, to induce either the referral of
an individual, or the furnishing, recommending or arranging for a good or
service, for which payment may be made under a federal healthcare program such
as the Medicare and Medicaid programs. The U.S. government has interpreted this
law broadly to apply to the marketing and sales activities of manufacturers and
distributors like us. Many states and other governments have adopted laws
similar to the federal Anti-Kickback Law. We are also subject to other federal
and state fraud laws applicable to payment from any third party payer. These
laws prohibit persons from knowingly and willfully filing false claims or
executing a scheme to defraud any healthcare benefit program, including private
third party payers. These laws may apply to manufacturers and distributors who
provide information on coverage, coding, and reimbursement of their products to
persons who do bill third party payers. Any violation of these laws and
regulations could result in civil and criminal penalties (including fines),
increased legal expenses and exclusions from governmental reimbursement
programs, all of which could have a material adverse effect upon our business,
financial conditions and results of operations.
  Complying
with Food and Drug Administration, or FDA, and other regulations is an expensive
and time-consuming process, and any failure to comply could have a materially
adverse effecton our business, financial condition, or results of operations.
 
 We are subject to various federal,
state, local and international regulations regarding our business activities,
including regulation by the U.S. FDA. Failure to comply with these regulations
could result in, among other things, recalls of our products, substantial fines
and criminal charges against us or against our employees. Compliance with such
regulations is costly in terms of the time and money required to complete the
approval process.  Furthermore, our products could be subject to
recall if the FDA, state regulatory authorities or we determine, for any reason,
that our products are not safe or effective. Any recall or other regulatory
action could increase our costs, damage our reputation, affect our ability to
supply customers with the quantity of products they require and materially
affect our operating results.
  Product sales,
introductions or modifications may be delayed or canceled as a result of FDA
regulations or similar foreign regulations, which could cause our sales and
profits to decline.
 
 Before we can market or sell a new
medical device in the United States, we must obtain FDA clearance, which can be
a lengthy and time-consuming process and thus very costly.  We will
have to receive clearance from the FDA to market our products in the United
States under Section 510(k) of the Federal Food, Drug, and Cosmetic Act or
our products must be found to be exempt from the Section 510(k) clearance
process.
 
 Any new product introduction or existing
product modification could be subjected to a lengthier, more rigorous FDA
examination process. For example, in certain cases we may need to conduct
clinical trials of a new product before submitting a 510(k) notice.
Additionally, we may be required to obtain premarket approvals for our products.
The requirements of these more rigorous processes could delay product
introductions and increase the costs associated with FDA compliance. Marketing
and sale of our products outside the United States are also subject to
regulatory clearances and approvals, and if we fail to obtain these regulatory
approvals, our sales could suffer.
 We cannot assure you that any new
products we develop will receive required regulatory approvals from U.S. or
foreign regulatory agencies.
  18
 
 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.
  19
  ·
              A dealer that sells penny stock
      must send to the purchaser, within ten days after the end of each calendar
      month, a written account statement including prescribed information
      relating to the security.
  These requirements can severely limit
the liquidity of securities in the secondary market because few brokers or
dealers are likely to be willing to undertake these compliance activities. As a
result of our common stock not being listed on a national securities exchange
and the rules and restrictions regarding penny stock transactions, an investor’s
ability to sell to a third party and our ability to raise additional capital may
be limited. We make no guarantee that our market-makers will continue to make a
market in our common stock, or that any market for our common stock will
continue.
 
 We cannot guarantee that investors will
be paid any dividends.
 
 We have never declared or paid dividends
on our common stock.  We intend to retain earnings, if any, to support the
development of our business and therefore do not anticipate paying cash
dividends for the foreseeable future.  Payment of future dividends, if any,
will be at the discretion of our board of directors after taking into account
various factors, including current financial condition, operating results and
current and anticipated cash needs.
 
 Nevada law and our articles of
incorporation authorize us to issue shares of stock, which shares may cause
substantial dilution to our existing shareholders and/or have rights and
preferences greater than our common stock.
  Pursuant to our Articles of
Incorporation, we have, as of the date of this Report, 75,000,000 shares of
common stock authorized. As of the date of this Report, we have 45,080,000
shares of common stock issued and outstanding. As a result, our Board of
Directors has the ability to issue a large number of additional shares of common
stock without shareholder approval, which if issued could cause substantial
dilution to our then shareholders.
 
 We are subject to
new corporate governance and internal control reporting requirements, and our
costs related to compliance with, or our failure to comply with existing and
future requirements, could adversely affect our business.
 
 We face corporate governance
requirements under the Sarbanes-Oxley Act of 2002, as well as new rules and
regulations subsequently adopted by the SEC and the Public Company Accounting
Oversight Board. These laws, rules and regulations continue to evolve and may
become increasingly stringent in the future. We are required to include
management's report on internal controls as part of our annual report pursuant
to Section 404 of the Sarbanes-Oxley Act. Furthermore, under the Sarbanes-Oxley
rules, an attestation report on our internal controls from our independent
registered public accounting firm will be required as part of our annual report
for the fiscal year ending September 30, 2010. We strive to continuously
evaluate and improve our control structure to help ensure that we comply with
Section 404 of the Sarbanes-Oxley Act. The financial cost of compliance with
these laws, rules and regulations is expected to remain substantial. We cannot
assure you that we will be able to fully comply with these laws, rules and
regulations that address corporate governance, internal control reporting and
similar matters. Failure to comply with these laws, rules and regulations could
materially adversely affect our reputation, financial condition and the value of
our securities.
 
 If we are unable to successfully recruit
qualified and experienced employees and personnel, we may not be able to execute
our business plan.
 
 Our ability to increase revenues will
depend in large part on our ability to successfully recruit, train and retain
sales marketing personnel. There can be no assurance that we will be able to
find, attract and retain existing employees or that we will be able to find,
attract and retain qualified personnel on acceptable
terms.  Competition for additional qualified personnel is intense and
we may not be able to hire or retain personnel with relevant experience. Any
delays or difficulties encountered by us in hiring or retaining qualified
personnel may adversely affect our business, operating results and financial
condition.
 
 We are dependent on our key
employees.
 
 Our success depends to a significant
extent upon the continued service of our senior management and key executives,
including John J. Lennon, President, CEO and Chief Financial
Officer.  Our success depends on the skills, experience and
performance of senior management and other key personnel, many of whom have also
worked together for only a short period of time. We do not have long-term
employment agreements with any member of senior management or other key
personnel. Our success also depends on our ability to recruit, train or retain
qualified personnel. The loss of the services of any of the key members of
senior management, other key personnel, or our inability to recruit, train or
retain senior management or key personnel may have a material adverse effect on
our business, operating results and financial condition.
 
 Item 2. Unregistered
Sales of Equity Securities and Use of Proceeds.
 
 None.
  20
 
 Item 3. Defaults Upon Senior
Securities.
 
 None
  Item 4. Submission of Matters to a Vote
of Security Holders.
 
 None
 
 Item 5. Other
Information.
 
 At
December 31, 2009, the Company had a third party loan payable for $86,660
(September 30, 2009 - $nil).  The loan bears interest at a rate of 10%
per annum, and is due on demand.  Arrears in payment of the principal
and any interest shall bear interest at the rate of 30% per year calculated
annually.
 
 Item 6. Exhibits.
 
 Exhibit
    Number
                
                Name10.1
                
                Distribution Agreement with
      Puravair Distributors LLC31.1
                
                Rule 13a-14(a)/15d-14(a)
      Certification (Principal Executive Officer)31.2
                
                Rule 13a-14(d)/15d-14(d)
      Certification (Principal Financial Officer)32
                
                Section 1350
      Certifications
  21
  SIGNATURES
 
 Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, on this 16th day of February, 2010.
 
 UV FLU TECHNOLOGIES,
      INCBy:
                  /s/ John J. LennonName: John J.
      LennonTitle: President, Chief Executive
      Officer and Chief Financial
Officer
  22