UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-Q




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




For the
quarterly period ended:  March 31, 2010




 ̈
            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
            
            98-0496885(State
      or Other Jurisdiction of
            
            (I.R.S.
      EmployerIncorporation
      or Organization)
            
            Identification
      Number)




1694
Falmouth Road, Suite 150
 Centerville,
Massachusetts 02632-2933
 (Address
of principal executive offices) (Zip Code)
  (780)
691-1188
 (Registrant’s
telephone number, including area code)




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.  x Yes    ̈ No




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required 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 smallerreporting
      company)
            x
            Smaller
      Reportingcompany




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


 ̈
Yes   x No




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




Class
            
            Outstanding
      at May 13, 2010Common
      stock, $.001 par value
            
            45,080,000











UV
FLU TECHNOLOGIES, INC.


FORM
10-Q





March
31, 2010





INDEX





PAGEPART
      I—FINANCIAL INFORMATIONItem
      1. Financial Statements (unaudited)
            2Condensed Balance Sheets as of
      March 31, 2010 (Unaudited) and September 30, 2009(Audited)
            2Condensed Statements of
      Operations for the three and six month periods ended March 31,2010
      and 2009 and for the period from April 4, 2006 (inception) to March 31,
      2010(Unaudited)
            3Condensed Statements of Cash
      Flows for the three and six month periods ended March 31,2010
      and 2009 and for the period from April 4, 2006 (inception) to March 31,
      2010(Unaudited)
            5Notes to Financial
      Statements
            6Item
      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 INFORMATIONItem
      1. Legal Proceedings
            16Item
      1A. Risk Factors
            16Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
            23Item
      3. Defaults Upon Senior Securities
            24Item
      4. Reserved
            24Item
      5. Other Information
            24Item
      6. Exhibits
            25Signatures
            26









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.




1




PART
I—FINANCIAL INFORMATION




Item 1. Financial
Statements.




UV
FLU TECHNOLOGIES, INC


(A
Development Stage Company)


Condensed
Balance Sheets





March
      31,
                2010
                (Unaudited)
            
            
            September
      30,
                2009
                (Audited)ASSETSCurrent
      AssetsCash
            
            $
            17,746
            
            
            $
            2,819Accounts
      receivable
            
            
            87,500
            
            
            
            -Prepaid
            
            
            95,457
            
            
            
            -Total
      Current Assets
            
            
            200,703
            
            
            
            2,819Property
      and EquipmentEquipment,
      net of accumulated depreciation of $nil and $2,587
            
            
            -
            
            
            
            2,284Total
      Assets
            
            
            200,703
            
            
            
            5,103LIABILITIESCurrent
      Liabilities:Accounts
      payable and accrued expenses
            
            
            37,158
            
            
            
            4,962Loans
      payable (Note 5)
            
            
            254,117
            
            
            
            -Total
      Current Liabilities
            
            
            291,275
            
            
            
            4,962STOCKHOLDERS’
      EQUITYCapital
      Stock (Note 6)Authorized:75,000,000
      common shares, par value $0.001 per shareIssued
      and outstanding:45,080,000
      common shares at March 31, 2010 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
            
            
            (264,072
            )
            
            
            (128,859
            )Total
      Stockholders’ Equity
            
            
            (90,572
            )
            
            
            141Total
      Liabilities and Stockholders’ Equity
            
            $
            200,703
            
            
            $
            5,103




The
accompanying notes are an integral part of these statements.




2




UV
FLU TECHNOLOGIES, INC


(A
Development Stage Company)


Condensed
Statements of Operations





Three-month
                period
      ended
                March
      31, 2010
                (Unaudited)
            
            
            Three-month
                period
      ended
                March
      31, 2009
              (Unaudited)Sales
      and Rental Revenues
            
            $
            87,650
            
            
            $
            6,000Cost
      of Sales
            
            
            50,013
            
            
            
            5,560Gross
      Profit
            
            
            37,637
            
            
            
            440ExpensesDepreciation
      and amortization
            
            
            -
            
            
            
            642Marketing
            
            
            5,000
            
            
            
            -Office
      and administration
            
            
            20,426
            
            
            
            823Professional
      fees
            
            
            28,555
            
            
            
            6,060Rent
            
            
            900
            
            
            
            -Consulting
            
            
            21,129Investor
      relations
            
            
            610
            
            
            
            -Total
      Expenses
            
            
            76,620
            
            
            
            7,525(Loss)
      from Operations
            
            
            (38,983
            )
            
            
            (7,085
            )Other
      Income (Expense)Gain
      (Loss) on foreign exchange
            
            
            (3
            )
            
            
            (9
            )Net
      (Loss)
            
            $
            (38,986
            )
            
            $
            (7,094
            )Basic
      And Diluted Loss Per Share
            
            Nil
            
            
            NilWeighted
      Average Number Of Shares Outstanding
            
            
            45,080,000
            
            
            
            142,080,000


The
accompanying notes are an integral part of these statements.


3




UV
FLU TECHNOLOGIES, INC


(A
Development Stage Company)


Condensed
Statements of Operations





Six-month
                period
      ended
                March
      31, 2010
                (Unaudited)
            
            
            Six-month
                period
      ended
                March
      31, 2009
              (Unaudited)
            
            
            Cumulative
      April 4,
                2006
      (Inception)
                Through
                March
      31, 2010Sales
      and Rental Revenues
            
            $
            87,650
            
            
            $
            12,000
            
            
            $
            123,550Cost
      of Sales
            
            
            50,013
            
            
            
            11,120
            
            
            
            70,633Gross
      Profit
            
            
            37,637
            
            
            
            880
            
            
            
            52,917ExpensesDepreciation
      and amortization
            
            
            -
            
            
            
            1,285
            
            
            
            6,064Marketing
            
            
            30,692
            
            
            
            -
            
            
            
            49,651Office
      and administration
            
            
            24,029
            
            
            
            2,009
            
            
            
            56,588Organizational
      costs
            
            
            -
            
            
            
            -
            
            
            
            1,705Professional
      fees
            
            
            69,449
            
            
            
            11,915
            
            
            
            147,597Rent
            
            
            900
            
            
            
            -
            
            
            
            8,686Consulting
            
            
            36,453
            
            
            
            
            
            
            
            36,453Investor
      relations
            
            
            12,440
            
            
            
            -
            
            
            
            12,440Total
      Expenses
            
            
            173,963
            
            
            
            15,209
            
            
            
            319,184(Loss)
      from Operations
            
            $
            (136,326
            )
            
            $
            (14,329
            )
            
            
            (266,267
            )Other
      Income (Expense)Gain
      on sale of assets
            
            
            1,116
            
            
            
            
            
            
            
            1,116Gain
      (Loss) on foreign exchange
            
            
            (3
            )
            
            
            22
            
            
            
            1,079Net
      (Loss)
            
            $
            (135,213
            )
            
            $
            (14,307
            )
            
            $
            (264,072
            )Basic
      And Diluted Loss Per Share
            
            $
            Nil
            
            
            $
            NilWeighted
      Average Number Of Shares Outstanding
            
            
            46,118,462
            
            
            
            142,080,000


The
accompanying notes are an integral part of these statements.


4




UV
FLU TECHNOLOGIES, INC


(A
Development Stage Company)


Condensed
Statements of Cash Flows


(Unaudited)




Six
      Month
                Period
      ended
                March
      31, 2010
            
            
            Six
      Month
                Period
      ended
                March
      31, 2009
            
            
            Cumulative
                April
      04,
                2006
      (Inception)
                Through
                March
      31, 2010Cash
      Flows from Operating Activities:Net
      (loss)
            
            $
            (135,213
            )
            
            $
            (14,307
            )
            
            $
            (264,072
            )Adjustments
      to Reconcile Net Loss to Net Cash Used by Operating
      Activities:Depreciation
      and amortization
            
            
            -
            
            
            
            1,285
            
            
            
            6,064Gain
      on sale of assets
            
            
            (1,116
            )
            
            
            -
            
            
            
            (1,116
            )Changes
      in current assets and liabilities
            
            
            
            
            
            
            -Accounts
      receivable
            
            
            (87,500
            )
            
            
            -
            
            
            
            (87,500
            )Prepaid
            
            
            (95,457
            )
            
            
            
            
            
            
            (95,457
            )Inventory
            
            
            44,500
            
            
            
            11,119
            
            
            
            44,500Accounts
      payable and accrued liabilities
            
            
            32,196
            
            
            
            2,479
            
            
            
            37,158Net
      Cash Flows provided by Operating Activities
            
            
            (242,590
            )
            
            
            576
            
            
            
            (360,423
            )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:Proceeds
      from loans payable
            
            
            254,117
            
            
            
            
            
            
            
            254,117Sale
      of common shares
            
            
            -
            
            
            
            -
            
            
            
            129,000Net
      Cash Flows  provided by Financing Activities
            
            
            254,117
            
            
            
            -
            
            
            
            383,117Net
      Cash Flows
            
            
            14,927
            
            
            
            576
            
            
            
            17,746Foreign
      Currency translation adjustment
            
            
            -
            
            
            
            (233
            )
            
            
            -Cash,
      Beginning Of Period
            
            
            2,819
            
            
            
            4,769
            
            
            
            -Cash,
      End Of Period
            
            $
            17,746
            
            
            $
            5,112
            
            
            $
            17,746Supplemental
      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.


5




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 six months ended March 31,
2010, the revenue from our current operations is $87,650.  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 March 31, 2010, we had incurred losses of
$264,072, and have working capital deficit of $90,572.  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.


The
accompanying notes are an integral part of these statements.


6




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.  As of March 31,
2010, 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
March 31, 2010.




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 March 31, 2010 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.


The
accompanying notes are an integral part of these statements.


7




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 six
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 March 31, 2010, we had
$17,746 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.


The
accompanying notes are an integral part of these statements.


8




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.


The
accompanying notes are an integral part of these statements.


9




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
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




On
December 30, 2009, the Company received $20,000 in loans payable from unrelated
third parties.  The loans bear interest at a rate of 10% per annum,
and are due on demand.  Arrears in payment of the principal and any
interest shall bear interest at the rate of 30% per year calculated
annually.




On
December 31, 2009, the Company had $66,640 of expenses paid on their behalf
resulting in a loan payable to an unrelated third parties.  The loans
bear interest at a rate of 10% per annum, and are due on
demand.  Arrears in payment of the principal and any interest shall
bear interest at the rate of 30% per year calculated annually.




On
January 12, 2010, the Company received $20,000 in loans payable from unrelated
third parties.  The loans bear interest at a rate of 10% per annum,
and are due on demand.  Arrears in payment of the principal and any
interest shall bear interest at the rate of 30% per year calculated
annually.




On
January 19, 2010, the Company received $25,500 in loans payable from unrelated
third parties.  The loans bear interest at a rate of 10% per annum,
and are due on demand.  Arrears in payment of the principal and any
interest shall bear interest at the rate of 30% per year calculated
annually.




On
January 31, 2010, the Company had $7,097 of expenses paid on their behalf
resulting in a loan payable to an unrelated third parties.  The loans
bear interest at a rate of 10% per annum, and are due on
demand.  Arrears in payment of the principal and any interest shall
bear interest at the rate of 30% per year calculated annually.


The
accompanying notes are an integral part of these statements.


10




On March
31, 2010, the Company received $25,000 in loans payable from unrelated third
parties.  The loans bear interest at a rate of 10% per annum, and are
due on demand.  Arrears in payment of the principal and any interest
shall bear interest at the rate of 30% per year calculated
annually.




On March
31, 2010, the Company had $89,880 of an inventory deposit paid on their behalf
resulting in a loan payable to an unrelated third parties.  The loans
bear interest at a rate of 10% per annum, and are due on
demand.  Arrears in payment of the principal and any interest shall
bear interest at the rate of 30% per year calculated annually.




At March
31, 2010, the Company had third party loans payable totalling $254,117
(September 30, 2009 - $nil).  Interest expense relating to these notes
was $4,768 for the six months ended March 31, 2010.




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
March 31, 2010 and 2008, there are no outstanding options or
warrants.




7.
            INCOME
      TAXES




We are
subject to US and Canadian income taxes.  To date, we have accumulated
losses of approximately $264,072, 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
accompanying notes are an integral part of these statements.


11




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




Period
      Ended
                March
      31,
                2010
            
            
            Year
      Ended
                September
      30,
                2009Refundable
      Federal income tax attributable to:Current
      operations
            
            $
            (13,300
            )
            
            $
            (7,000
            )Change
      in deferred tax valuation allowance
            
            
            13,300
            
            
            
            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:




March
      31,
                2010
            
            
            September
      30,
                2009Deferred
      tax asset attributable to:Net
      operating loss carryover
            
            $
            89,800
            
            
            $
            43,400Less:
      Valuation allowance
            
            
            (89,800
            )
            
            
            (43,400
            )Net
      deferred tax asset
            
            
            -
            
            
            
            -




At March
31, 2010, we had an unused NOL carryover of approximating $264,072 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 May 17, 2010, the date the financial
statements were issued.




There are
no subsequent events to disclose.


The
accompanying notes are an integral part of these statements.


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-for-1 forward stock split of all our issued and outstanding shares of common
stock, and we merged with our wholly-owned subsidiary, UV Flu Technologies,
Inc., for the purposes of effecting a name change to “UV Flu Technologies,
Inc.”




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 Viratech UV-400
product and our other products for the professional, medical, and commercial
markets in the U.S. and Canada.




We
currently have limited revenues from operations.  We have begun
marketing and distributing our products through Puravair and we expect to
conduct some targeted direct selling in the next several months.




Critical
Accounting Policies




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




The
discussion and analysis of our financial condition and results of operations are
based upon our financial statements, which have been prepared in accordance
with U.S. GAAP.  We believe certain critical accounting policies
affect our more significant judgments and estimates used in the preparation of
our financial statements.  A description of our critical accounting
policies is set forth in our Annual Report on Form 10-K for the year ended
September 30, 2009.  As of, and for the quarterly period ended March
31, 2010, 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.




13




Comparison
of three month periods ended March 31, 2010 and March 31, 209




During
the three month periods ended March 31, 2010 and March 31, 2009, we earned
revenues of $87,650 and $6,000, respectively.




For the
three month periods ended March 31, 2010 and March 31, 2009, we incurred a loss
of $38,986 and $7,094, respectively.  The increase was largely
attributed to increased marketing expenses, office and administration expenses,
professional fees, and consulting expenses.




Comparison
of six month periods ended March 31, 2010 and March 31, 209




During
the six month periods ended March 31, 2010 and March 31, 2009, we earned
revenues of $87,650 and $12,000, respectively.




For the
six month periods ended March 31, 2010 and March 31, 2009, we incurred a loss of
$135,213 and $14,307, respectively.  The increase was largely
attributed to increased marketing expenses, office and administration expenses,
professional fees, consulting expenses, and investor relations
expenses.




Period
from inception, April 4, 2006 to March 31, 2010




Since
inception, we have an accumulated deficit during the development stage of
$264,072.




Liquidity
and Capital Resources




As of
March 31, 2010, we had $17,746 in cash and a working capital deficiency of
$90,572.  During the three month period ended March 31, 2010, our
primary sources of cash were loan proceeds and an increase in accounts
payable.




We
currently have limited 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
six month period ended March 31, 2010, we generated net cash of $14,927,
primarily from loan proceeds of $254,117, an increase in accounts payable of
$32,196, and proceeds of $3,400 from the sales of equipment, offset by a loss of
$135,213 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 Arrangements




There are
no off-balance sheet arrangements.




Item
3. Quantitative and Qualitative Disclosures About Market Risk.




Not
applicable.




14




Item 4. Controls and Procedures.




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




There were no changes in our internal controls over financial
reporting that occurred during quarterly period ended March 31, 2010 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.




15




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.




16




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




We
incurred net losses of approximately $38,986 for our fiscal quarter ended March
31, 2010.  As of March 31, 2010, we had an accumulated deficit of
approximately $264,072.  We have not achieved profitability in any
period, and we expect to continue to incur net losses for the foreseeable
future.  Should we continue to incur net losses in future periods, we
may not be able to increase the number of employees or our investment in capital
equipment, sales and marketing programs and research and development in
accordance with present plans.  Continuation of net losses may also
require us to secure additional financing sooner than expected.  Such
financing may not be available in sufficient amounts, or on terms acceptable to
us and may dilute existing shareholders.




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




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




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




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




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




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




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




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




17




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




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




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




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




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




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




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




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




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




18




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 U.S. Food and Drug
Administration (“FDA”) cleared 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 cleared 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 cleared 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.




19




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.




Based on
the intended use of some of our products,  our products can be subject
to significant federal government regulation.  Those regulations could
restrict the sale and/or marketing of some of our
products.  The manufacture, packaging, labeling, advertising,
promotion, distribution, and sale of our anti-microbial products are subject to
regulation by federal and state governmental agencies in the United States and
other countries, including the FDA and the U.S. Federal Trade Commission
(“FTC”).  We note that failure to comply with FDA regulations can
result in adverse governmental enforcement action including civil and criminal
action, injunctions, recalls, seizures and fines.  Any action of this
type by the FDA may materially adversely affect our ability to market our
products.




Likewise,
failure to comply with FTC rules and standards could result in significant
fines, injunctions, cease and desist orders, advertising limitations, and a
variety of other enforcement sanctions available to the FTC.  FTC
would take action if it deemed advertising to be false or
misleading.  In particular, representations made about our
products must be backed by ”competent and reliable scientific
evidence” sufficient to support the claims made for the product.  FTC
would deem the failure of such an advertisement or labeling to be backed by that
kind of evidence false FTC and the dissemination of it to be deemed an
unfair or deceptive practice.  Any enforcement action by the FTC could
materially adversely affect our ability to market our products.




We cannot
predict the nature of any future laws, regulations, interpretations, or
applications, nor can we determine what effect additional governmental
regulations or administrative orders, when and if promulgated, would have on our
business.  They could include, however, requirements for the redesign
of our products, the recall or discontinuance of certain products, additional
record keeping and reporting, expanded documentation of the scientific support
or performance of certain products, and/or changes in labels and
advertising.  Any of these requirements could have a material adverse
effect on the company.




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.




20




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




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




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




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




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




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




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




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




21




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




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




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




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




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




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




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




We
cannot guarantee that investors will be paid any dividends.




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




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




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




22




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.




On December 30, 2009, we issued a convertible note to a foreign
accredited investor for proceeds of $20,000.  The amount is unsecured
and is due on demand.  The principal amount bears interest at 10% per
annum calculated and payable annually.  At any time that the principal
and interest shall remain outstanding, the lender has the right to convert such
principal and interest to shares of our common stock at such price and on such
terms as being offered to investors at the time of conversion.  We
offered and sold the convertible note in reliance on Section 506 of Regulation D
and/or Regulation S of the Securities Act, and comparable exemptions for sales
to "accredited" investors under state securities laws.




On
December 31, 2009, we issued a convertible note to a foreign accredited investor
for proceeds of $66,640.  The amount is unsecured and is due on
demand.  The principal amount bears interest at 10% per annum
calculated and payable annually.  At any time that the principal and
interest shall remain outstanding, the lender has the right to convert such
principal and interest to shares of our common stock at such price and on such
terms as being offered to investors at the time of conversion.  We
offered and sold the convertible note in reliance on Section 506 of Regulation D
and/or Regulation S of the Securities Act, and comparable exemptions for sales
to "accredited" investors under state securities laws.




23




On
January 12, 2010, we issued a convertible note to a foreign accredited investor
for proceeds of $20,000.  The amount is unsecured and is due on
demand.  The principal amount bears interest at 10% per annum
calculated and payable annually.  At any time that the principal and
interest shall remain outstanding, the lender has the right to convert such
principal and interest to shares of our common stock at such price and on such
terms as being offered to investors at the time of conversion.  We
offered and sold the convertible note in reliance on Section 506 of Regulation D
and/or Regulation S of the Securities Act, and comparable exemptions for sales
to "accredited" investors under state securities laws.




On
January 19, 2010, we issued a convertible note to a foreign accredited investor
for proceeds of $25,500.  The amount is unsecured and is due on
demand.  The principal amount bears interest at 10% per annum
calculated and payable annually.  At any time that the principal and
interest shall remain outstanding, the lender has the right to convert such
principal and interest to shares of our common stock at such price and on such
terms as being offered to investors at the time of conversion.  We
offered and sold the convertible note in reliance on Section 506 of Regulation D
and/or Regulation S of the Securities Act, and comparable exemptions for sales
to "accredited" investors under state securities laws.




On
January 31, 2010, we issued a convertible note to a foreign accredited investor
for proceeds of $7,097.  The amount is unsecured and is due on
demand.  The principal amount bears interest at 10% per annum
calculated and payable annually.  At any time that the principal and
interest shall remain outstanding, the lender has the right to convert such
principal and interest to shares of our common stock at such price and on such
terms as being offered to investors at the time of conversion.  We
offered and sold the convertible note in reliance on Section 506 of Regulation D
and/or Regulation S of the Securities Act, and comparable exemptions for sales
to "accredited" investors under state securities laws.




On March
31, 2010, we issued a convertible note to a foreign accredited investor for
proceeds of $25,000.  The amount is unsecured and is due on
demand.  The principal amount bears interest at 10% per annum
calculated and payable annually.  At any time that the principal and
interest shall remain outstanding, the lender has the right to convert such
principal and interest to shares of our common stock at such price and on such
terms as being offered to investors at the time of conversion.  We
offered and sold the convertible note in reliance on Section 506 of Regulation D
and/or Regulation S of the Securities Act, and comparable exemptions for sales
to "accredited" investors under state securities laws.




On March
31, 2010, we issued a convertible note to a foreign accredited investor for
proceeds of $89,880.  The amount is unsecured and is due on
demand.  The principal amount bears interest at 10% per annum
calculated and payable annually.  At any time that the principal and
interest shall remain outstanding, the lender has the right to convert such
principal and interest to shares of our common stock at such price and on such
terms as being offered to investors at the time of conversion.  We
offered and sold the convertible note in reliance on Section 506 of Regulation D
and/or Regulation S of the Securities Act, and comparable exemptions for sales
to "accredited" investors under state securities laws.




Item 3. Defaults Upon Senior Securities.




None.




Item 4. Reserved.




Not
applicable.




Item 5. Other Information.




None.




24




Item
6. Exhibits.




Exhibit
      Number
            
            Name31.1
            
            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




25




SIGNATURES




Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.




UV
      FLU TECHNOLOGIES, INC.Date:
      May 17, 2010
              By:
              /s/ John J.
      LennonName:  John
      J. LennonTitle:  President,
      Chief Executive Officer and Chief Financial Officer




26