UV FLU TECHNOLOGIES INC - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - UV FLU TECHNOLOGIES INC	Financial_Report.xls
EX-31.2 - EXHIBIT 31.2 - UV FLU TECHNOLOGIES INC	v387205_ex31-2.htm
EX-32 - EXHIBIT 32 - UV FLU TECHNOLOGIES INC	v387205_ex32.htm
EX-31.1 - EXHIBIT 31.1 - UV FLU TECHNOLOGIES INC	v387205_ex31-1.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: June 30, 2014

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

Commission File Number 000-53306

UV FLU TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Nevada		46-5559864
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification Number)

250 Parkway Drive Suite 150 Lincolnshire, IL 60069

(Address of principal executive offices) (Zip Code)

	(847) 831-2428
(Registrant’s telephone number, including area code)

411 Main Street, Bldg. #5 Yarmouth Port, Ma 02675
(Former name, former address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

(Do not check if smaller
reporting company)

Smaller Reporting

company

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

¨ Yes x No

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

Class		Outstanding as of August 15, 2014
Common stock, $.001 par value		73,907,263

UV FLU TECHNOLOGIES, INC.

FORM 10-Q

June 30, 2014

INDEX

	PAGE
PART I—FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)	4

Condensed Consolidated Balance Sheets as of June 30, 2014 (Unaudited) and September 30, 2013 (Audited)	4

Condensed Consolidated Statements of Operations for the three-month period ended June 30, 2014 and 2013 (Unaudited)	5

Condensed Consolidated Statements of Operations for the nine-month period ended June 30, 2014 and 2013 (Unaudited)	6

Condensed Consolidated Statements of Cash Flows for the nine-month periods ended June 30, 2014 and 2013 (Unaudited)	7

Notes to Consolidated Statements Financial Statements	8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3. Quantitative and Qualitative Disclosures About Market Risk	22

Item 4. Controls and Procedures	22

PART II—OTHER INFORMATION

Item 1. Legal Proceedings	23

Item 1A. Risk Factors	23

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	23

Item 3. Defaults Upon Senior Securities	25

Item 4. Mine Safety Disclosures	25

Item 5. Other Information	25

Item 6. Exhibits	26

Signatures	27

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, 2013, filed on January 13, 2014.

As used in this Form 10-Q, “we,” “us” and “our” refer to UV Flu Technologies, Inc., which is also sometimes referred to as the “Company.”

YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD LOOKING STATEMENTS

The forward-looking statements made in this report on Form 10-Q relate only to events or information as of the date on which the statements are made in this report on Form 10-Q. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this report and the documents that we reference in this report, including documents referenced by incorporation, completely and with the understanding that our actual future results may be materially different from what we expect or hope.

PART I—FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements.

UV FLU TECHNOLOGIES, INC

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2014 (unaudited)			September 30, 2013 (audited)

ASSETS

Current Assets
Cash	$	19,426		$	7,857
Accounts receivable		6,756			670
Inventory		177,198			255,046
Prepaid		8,808			18,375

Total Current Assets		212,188			281,948
Equipment, net of depreciation of $4,266 as of June 30, 2014 and September 30, 2013, respectively		4,321			4,281

Total Assets	$	216,509		$	286,229

LIABILITIES

Current Liabilities:
Accounts payable and accrued expenses	$	216,965		$	79,849
Notes payable – current portion		294,726			82,985
Accrued Interest		-			11,400
Total Current Liabilities		511,691			174,234

Long term portion of notes payable		-			135,000
Total Liabilities		511,691			309,234
STOCKHOLDERS’ EQUITY
Common Stock (Note 6)
Authorized:
75,000,000 shares, par value $0.001 per share
Issued and outstanding:
73,907,263 shares at June 30, 2014 and 61,587,763 shares at September 30, 2013		73,908			61,589
Owed but not issued: 1,000,000 shares and 0 shares at June 30, 2014 and September 30, 2013		1,000			-

Additional paid-in capital		3,679,738			3,227,832

Retained deficit		(4,049,828	)		(3,312,426	)

Total Stockholders’ Equity		(295,182	)		(23,005	))

Total Liabilities and Stockholders’ Equity	$	216,509		$	286,229

The accompanying notes are an integral part of these statements.

UV FLU TECHNOLOGIES, INC

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

	Three months ended June 30, 2014			Three months ended June 30, 2013

Sales and Rental Revenues	$	67,798		$	51,924

Cost of Sales		22,729			33,307

Gross Profit		45,069			17,987

Expenses
Depreciation and amortization					366
General and administrative		321,698			256,494

Total Expenses		321,698			256,860

(Loss) from Operations		(276,629	)		(238,873	)

Other Income (Expense)
Interest expense		(12,981	)		(11,341	)

Net (Loss)	$	(289,610	)	$	(250,214	)

Basic And Diluted Loss Per Share	$	(0.00	)	$	(0.00	)

Weighted Average Number Of Shares Outstanding		70,985,496			58,247,382

The accompanying notes are an integral part of these statements.

UV FLU TECHNOLOGIES, INC

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

	Nine months ended June 30, 2014			Nine months ended June 30, 2013

Sales and Rental Revenues	$	146,195		$	179,016

Cost of Sales		100,260			111,332

Gross Profit		45,935			67,684

Expenses
Depreciation and amortization		-			1,098
General and administrative		741,294			826,600

Total Expenses		741,294			827,698

(Loss) from Operations		(695,359	)		(760,014	)

Other Income (Expense)
Interest expense		(42,043	)		(32,213	)

Net (Loss)	$	(737,402	)	$	(792,227	)

Basic And Diluted Loss Per Share	$	(0.01	)	$	(0.01	)

Weighted Average Number Of Shares Outstanding		67,256,924			54,935,828

The accompanying notes are an integral part of these statements.

UV FLU TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

	Nine months ended June 30, 2014			Nine months ended June 30, 2013

Cash Flows from Operating Activities:
Net (loss)	$	(737,402	)	$	(792,227	)

Adjustments to Reconcile Net Loss to Net Cash Used by Operating Activities:
Depreciation and amortization		-			1,098
Stock issued for compensation		93,000			281,775
Stock issued for services & interest		157,000			230,400
Changes in current assets and liabilities
Accounts receivable		(6,086	)		10,960
Prepaid		77,809			140,575
Inventory		9,606			(126,008	)
Accounts payable and accrued liabilities		125,716			10,975
Net Cash Flows used by Operating Activities		(280,357	)		(242,452	)

Cash Flows from Investing Activities:
Purchase of equipment		(40	)		-

Net Cash Flows provided by Investing Activities		(40	)		-

Cash Flows From Financing Activity:
Sales of common shares		205,850			133,000
Proceeds from exercise of options		9,375			-
Proceeds from notes payable		80,000			91,740
Payments on notes payable		(3,259	)		-
Net Cash Flows provided by Financing Activities		291,966			224,740

Net Cash Flows		11,569			(17,712	)

Cash, Beginning Of Period		7,857			19,941

Cash, End Of Period	$	19,426		$	2,229

Supplemental Disclosure Of Cash Flow Information
Cash paid for:
Interest	$	1,143		$	32,213
Income tax	$	-		$	-
Stock issued for services and interest	$	157,000		$	230,400
Stock issued for compensation	$	93,000		$	281,775

The accompanying notes are an integral part of these statements.

UV FLU TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NATURE AND CONTINUANCE OF OPERATIONS

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. We acquired our subsidiary, RxAir Industries, LLC, on January 31, 2011. The condensed consolidated financial statements as of June 30, 2014 and 2013 contain the accounts and activities of UV Flu Technologies, Inc. and RxAir Industries, LLC. All intercompany accounts and transactions have been eliminated in consolidation.

BASIS OF PRESENTATION – GOING CONCERN

Our accompanying financial statements have been prepared in conformity with GAAP, which contemplates our continuation as a going concern. In addition, as of June 30, 2014, we had incurred losses of $4,049,828, have cash on hand of only $19,426, and have working capital of ($299,503). 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. Our financial statements do not include any adjustments that might result from these uncertainties.

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.

Available-for-sale securities

The Company classifies its marketable equity securities as available-for-sale and they are carried at fair market value, with the unrealized gains and losses included in the determination of comprehensive income and reported in stockholders’ equity. As of June 30, 2014 and September 30, 2013, the Company has no marketable equity securities.

UV FLU TECHNOLOGIES, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIGNIFICANT ACCOUNTING POLICIES (cont’d)

Income Taxes

We have adopted the ASC subtopic 740-10. 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. See Note 7.

Inventories

Inventories are stated at the lower of cost or market, with cost being determined using the first-in first-out method. Inventories consist of purchased goods held for resale. As of June 30, 2014 we had $165,803 of finished goods and $11,395 of raw materials. As of September 30, 2013, we had $237,868 of finished goods and $17,178 of raw materials. Inventory is reviewed for obsolescence at the end of each reporting period.

Property and Equipment

Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The estimated useful lives for significant property and equipment categories are as follows:

Equipment	5 years
Furniture	7 years

The Company reviews the carrying value of property, plant, and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition, and other economic factors. Based on this assessment there were no impairments needed as of June 30, 2014 or 2013. Depreciation expense for the nine months ended June 30, 2014 and 2013 was $0 and $1,098, respectively.

Advertising

Advertising costs are expensed as in accordance with ASC subtopic 720-35 (formerly SOP 93-7). Advertising costs for the nine months ended June 30, 2014 and 2013 were $14,299 and $7,400, respectively.

Basic and Diluted Loss Per Share

In accordance with ASC subtopic 260-10, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. At June 30, 2014 and 2013, we had no stock equivalents that were anti-dilutive and excluded in the earnings per share computation; therefore basic loss per share and diluted loss per share are the same.

Estimated Fair Value of Financial Instruments

The carrying value of our financial instruments, consisting of cash, accounts receivable, and accounts payable and accrued expenses approximate their fair value as of June 30, 2014 and 2013 due to the short-term maturity of such instruments. It is management’s opinion that we are not exposed to significant interest, currency, or credit risks arising from these financial statements. See Note 8 for further details.

Revenue Recognition

It is our policy that revenues will be recognized in accordance with ASC subtopic 605-10. Revenues are recognized only when the Company has transferred to the customer the significant risk and rewards of ownership of the goods, title to the products transfers, the amount is fixed and determinable, evidence of an agreement exists, there is reasonable assurance of collection of the sales proceeds, the Company has no future obligations, and the customer bears the risk of loss. This occurs at the time of shipment (FOB shipping point) of the products from the Company’s warehouse and an invoice is prepared. There are no rights of return and exchange is allowed only on defective products. Recognition of revenue is not affected as the right of exchange results in new units being shipped to the customer once defective units have been received by the Company and verified as defective.

Currency

Our functional currency is the United States Dollar.

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.

Cash and Cash Equivalents

Cash is comprised of cash on hand and demand deposits. Cash equivalents include short-term highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value. There were no cash equivalents as of June 30, 2014 and September 30, 2013.

Sales Concentrations

50% of our sales for the nine months ended June 30, 2014 have been accounted for by our largest costumer.

60% of our sales for the nine months ended June 30, 2013 have been accounted for by our largest customer.

Impairment of long-lived assets

The Company reviews its long-lived assets and intangibles periodically to determine potential impairment by comparing the carrying value of the long-lived assets with the estimated future cash flows expected to result from the use of the assets, including cash flows from disposition. Should the sum of the expected future cash flows be less than the carrying value, the Company would recognize an impairment loss. An impairment loss would be measured by comparing the amount by which the carrying value exceeds the fair value of the long-lived assets and intangibles. The Company recognized no impairment losses during the nine months ended June 30, 2014 or 2013.

Credit Risks

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. At September 30, 2013 and June 30, 2014, the Company had no funds in excess of the FDIC insured limits.

Reclassifications

Certain reclassifications have been made to the prior years’ financial statements to conform to the current year presentation. These reclassifications had no effect on previously reported results of operations or retained earnings.

Year-end

The Company has adopted September 30 as its fiscal year end.

Recent Accounting Pronouncements

The Company has evaluated all new accounting pronouncements as of the date these financial statements were issued and has determined that none have or will have a material impact on the financial statements or disclosures.

PREPAID EXPENSES AND OTHER ASSETS

The Company has $8,808 and $18,375 in prepaid expenses and other assets as of June 30, 2014 and September 30, 2013, respectively.

NOTES PAYABLE

As of September 30, 2011, the Company had a note payable in the amount of $16,677. The note is due in 60 monthly instalments of $489.15. The note will mature in September of 2014. As of September 30, 2013, the balance due on this note is $7,985 of which all $7,985 is current. As of June 30, 2014, the balance due on this note is $4,726 of which all $4,726 is current.

In August of 2012, the Company borrowed $20,000. The note was originally due on February 23, 2013 but had been extended to December 31, 2013. As of the date of this filing the note is in default. As part of the extension, the Company agreed to move $5,000 of accrued interest into the balance of the note and drop the interest rate to 1% per month. The issuer of the note was given 200,000 shares of common stock in exchange for the extension. As of September 30, 2013, accrued interest relating to this note was $5,000 and the balance was $20,000. As of June 30, 2014, the balance of the note is $25,000.

During the year ended September 30, 2012, the Company borrowed $70,000. The loan was payable on demand. The notes were convertible at an amount that was less than the fair market value of the stock on the date the note was executed. This beneficial conversion feature was calculated at $25,714 and was amortized into interest expense immediately since the note was a demand note. As of September 30, 2012, the balance on these notes is $70,000 and the balance of accrued interest is $500. During January of 2013, the Company borrowed an additional $15,000 from the same entity and consolidated that and the previous $70,000 in loans into one promissory note in the amount of $85,000. The note was originally due in January of 2014 but has been extended to January of 2015. The note is convertible at $0.04 per share and bears interest at 12% if interest is paid in cash and 24% if interest is paid in stock. The Company has the option to pay interest in shares of common stock at $0.04 per share. As of September 30, 2013 and June 30, 2014, the balance on this note is $85,000.

In February of 2013, the Company borrowed $30,000. The note was due 60 days from the date of execution and had an interest rate of 8% for the 60 day period. This note was repaid in April of 2013. As of September 30, 2013 and June 30, 2014, there is no balance on this note.

In April of 2013, the Company borrowed $15,000. The note was due 60 days from the date of execution and had an interest rate of 8% for the 60 day period. This was repaid in June of 2013. As of September 30, 2013 and June 30, 2014, there is no balance on this note.

In July of 2013, the Company borrowed $10,000. The note is due in July of 2014, has an interest rate of 24% if interest is paid in cash and 48% if interest is paid in stock. The note is convertible at $0.04 per share. The Company has the option to pay interest on this note in stock at $0.04 per share. As of September 30, 2013 and June 30, 2014, the balance on this note is $10,000.

In July of 2013, the Company borrowed $10,000. The note is due in July of 2014, has an interest rate of 24% if interest is paid in cash and 48% if interest is paid in stock. The note and is convertible at $0.04 per share. The Company has the option to pay interest on this note in stock at $0.04 per share. As of September 30, 2013 and June 30, 2014, the balance on this note is $10,000.

In September of 2013, the Company borrowed $5,000. The note is due in September of 2014, has an interest rate of 24% if interest is paid in cash and 48% if interest is paid in stock. The note is convertible at $0.04 per share. The Company has the option to pay interest on this note in stock at $0.04 per share. As of September 30, 2013 and June 30, 2014, the balance on this note is $5,000.

In May of 2013, the Company borrowed $15,000. The note was originally due in November of 2013 but has been extended to May of 2014. The note has an interest rate of 24% if interest is paid in cash and 48% if interest is paid in stock. The note was originally convertible at $0.04 per share but the conversion price was changed to $0.03 per share when it was extended. The Company has the option to pay interest on this note in stock at $0.04 per share. As of September 30, 2013 and June 30, 2014, the balance on this note is $15,000. As part of the extension, the Company agreed to pay a penalty of 30,000 shares of common stock for every month the loan and interest is in arrears.

In April of 2013, the Company borrowed $20,000. The note is due in October 2014, has an interest rate of 12% if interest is paid in cash and 24% if interest is paid in stock. The note is convertible at $0.05 per 12% per share. The Company has the option to pay interest on this note in stock at $0.05 per share. As of September 30, 2013 and June 30, 2014, the balance on this note is $20,000.

In March of 2013, the Company borrowed $15,000. The note is due in September of 2014, has an interest rate of 12% if paid interest is paid in cash and 24% if interest is paid in stock. The note is convertible at $0.04 per share. The Company has the option to pay interest on this note in stock at $0.04 per share. As of September 30, 2013 and June 30, 2014, the balance on this note is $15,000.

In April of 2013, the Company borrowed $30,000. This note is due in October of 2014, has an interest rate of 12% if interest is paid in cash and 24% if interest is paid in stock. The note is convertible at $0.05 per share. The Company has the option to pay interest on this note in stock at $0.05 per share. As of September 30, 2013 and June 30, 2014, the balance on this note is $30,000.

As of September 30, 2013, total notes payable was $217,985, which consisted of $82,985 of current debt and $135,000 on long term debt. Accrued interest was $11,400 as of September 30, 2013.

In October of 2013, the Company borrowed $5,000. This note is due in August of 2014, has an interest rate of 24% if interest is paid in cash and 48% if interest is paid in stock. The note is convertible at $0.04 per share. The Company has the option to pay interest on this note in stock at $0.04 per share. As of June 30, 2014, the balance on this note is $5,000.

In January of 2014, the Company borrowed $10,000. This note is due in February of 2015, has an interest rate of 12% if interest is paid in cash and 24% if interest is paid in stock. The note is convertible at $0.03 per share. The Company has the option to pay interest on this note in stock at $0.03 per share. As of June 30, 2014, the balance on this note is $10,000.

In May of 2014, the Company borrowed $30,000. This note is due in May of 2015 and has an interest rate of 4%. As of June 30, 2014, the balance on this note is $30,000.

In June of 2014, the Company borrowed $30,000. This note is due in June of 2015 and has an interest rate of 4%. As of June 30, 2014, the balance on this note is $30,000.

As of June 30, 2014, total notes payable was $294,726, which consisted of $294,726 of current debt and no long term debt.

Interest expense related to the above notes payable was $42,043 and $32,213 for the nine months ended June 30, 2014 and 2013, respectively.

COMMON STOCK

Our authorized common stock consists of 75,000,000 shares of common stock with a par value of $0.001 per share.

On September 30, 2012, the Company had 46,859,263 shares of common stock issued and outstanding and no outstanding options or warrants.

In October of 2012, 1,950,000 shares of common stock were issued for a capital investment of $78,000.

In October of 2012, 2,452,500 common shares were issued for consulting services. All were valued at fair market value of $0.03, for a total expense of $73,575.

In October of 2012, a total of 1,100,000 shares, all valued at $0.03, were issued for compensation for a total expense of $33,000.

In October of 2012, the Board of Directors approved a Non-Qualified stock option plan for key employees and directors. 5,000,000 shares of common stock were reserved and 5,000,000 options were issued as compensation. All the options were valued at $0.03, which was fair market value at the times of issuance. 2,500,000 options were vested immediately and were expensed as compensation expense during the three months ended December 31, 2012. 1,250,000 of the options vested in six months and the remaining 1,250,000 options vested in twelve months. These vesting options were valued and recorded as a prepaid asset that will be amortized into compensation expense over the vesting period. During the year ended September 30, 2013, $75,000 was amortized into expense and nothing remains in prepaid expense as of September 30, 2013. The options have a term of ten years and an exercise price of $0.03, which was the fair market value of the stock on the date of the grant. During the remainder of the year, two employees left the Company and the related 1,700,000 options were canceled.

In January of 2013, 1,125,000 shares of common stock were issued for a capital investment of $45,000. In addition to the common stock, the buyers each received a warrant for 50% of the number of shares they purchased for a total of 562,500 warrants. The warrants have a term of two years and a strike price of $0.03.

In January of 2013, 2,737,500 common shares were issued for consulting services. All were valued at fair market value of $0.04 for a total expense of $109,500.

In January of 2013, 255,000 shares, all valued at fair market value of $0.04, were issued as payment of interest on promissory notes as detailed in Note 5.

In April of 2013, the Company issued 1,652,500 shares for consulting services and 550,000 shares for compensation. All shares were valued at $0.04 for a total expense of $88,100.

In June of 2013, 250,000 shares of common stock were issued for a capital investment of $10,000.

In June of 2013, 455,000 and 650,000 common shares were issued for consulting services and compensation, respectively. All were valued at fair market value of $0.04 for a total expense of $44,200.

In June of 2013, 90,000 shares, all valued at fair market value of $0.04, were issued as payment of interest on promissory notes as detailed in Note 5.

In July of 2013, 500,000 shares of common stock were issued for a capital investment of $20,000.

In July of 2013, 330,000 common shares were issued for consulting services. All were valued at fair market value of $0.06 for a total expense of $19,800.

In July of 2013, 120,000 shares, all valued at fair market value of $0.04, were issued as payment of interest on promissory notes as detailed in Note 5.

In July of 2013, 125,000 shares were issued for the exercise of 125,000 warrants. Cash of $3,750 was received.

In June and July of 2013, the Company had 1,050,000 shares returned and canceled. The shares were originally issued in prior periods for consulting services that were not completed.

In September of 2013, 425,000 shares of common stock were issued for a capital investment of $15,000.

In September of 2013, 736,000 common shares were issued for consulting services and 200,000 common shares were issued for a note payable extension. All were valued at fair market value of $0.04 for a total expense of $37,440.

In September of 2013, 75,000 shares, all valued at fair market value of $0.04, were issued as payment of interest on promissory notes as detailed in Note 5.

As of September 30, 2013, the Company had 61,587,763 common shares issued and outstanding. The Company also had 3,300,000 outstanding options and 437,500 outstanding warrants. All had an exercise price of $0.03.

In October of 2013, the Company approved the issuance of 30,000 shares for interest on notes payable, 312,500 shares for the exercise of warrants at $.03, for an investment of $9,375, and 1,600,000 shares for consulting services, for a total of 1,942,500 shares. The shares were valued at $0.04 and $0.05, the market value on the date they were granted for a total expense of $81,200.

In October of 2013, the Company issued 3,500,000 options as a signing bonus to its new CEO. The options have a strike price of $0.02, a term of ten years, and vest immediately. The options were valued using the black-scholes option pricing model using the following inputs; strike price = $0.02, stock price = $0.02, term = 10 years, volatility = 278.67%, and risk free interest rate of .43%. The options were valued at $70,000 and expensed as compensation in the six months ended March 2014.

In December of 2013, 5,314,000 shares of common stock were issued for a capital investment of $132,850. In addition to the common stock, the buyers each received a warrant for 50% of the number of shares they purchased for a total of 2,857,000 warrants. The warrants have a term of two years and a strike price of $0.025.

In December of 2013, the Company issued 460,000 shares of common stock as compensation for a total expense of $11,500.

In March of 2014, 2,120,000 shares of common stock were sold for a capital investment of $53,000. In addition to the common stock, the buyers each received a warrant for 50% of the number of shares they purchased for a total of 1,060,000 warrants. The warrants have a term of two years and a strike price of $0.025.

In March of 2014, the Company agreed to issue 460,000 shares of common stock as compensation for a total expense of $11,500.

In March of 2014, the Company agreed to issue 1,023,000 shares of common stock for accrued interest and prepaid interest on the notes payable detailed in note 5 above.

In the three months ended June 30, 2014, the Company sold 1,000,000 shares of common stock for a total of $20,000.

In the three months ended June 30, 2014, the Company agreed to issue 1,000,000 shares of commom stock for services. The stock was valued at market value and $30,000 was expensed. The shares had not been issued as of June 30, 2014 and are therefore shown as owed but not issued in these financial statements.

As of June 30, 2014, the Company has 73,907,263 common shares issued and outstanding and 1,000,000 common shares owed but unissued. The Company also had 6,800,000 outstanding options and 4,042,000 outstanding warrants. All had an exercise price between $0.02 and $0.03.

Options and Warrants:

As noted above, the Company issued options and warrants during the year ended September 30, 2013 and the nine months ended June 30, 2014. The following table sets forth the outstanding options and warrants as of June 30, 2014:

	Options		Weighted Average Exercise Price		Warrants		Weighted Average Exercise Price
Outstanding as of 10/01/12:		-	$	-		-	$	-
Granted		5,000,000		0.03		562,500		0.03
Cancelled		1,700,000		0.03		-		-
Expired		-		-		125,000		0.03
Outstanding as of 9/30/13:		3,300,000	$	0.03		437,500	$	0.03
Granted		3,500,000		0.02		3,917,000		0.025
Cancelled		-		-		-		-
Exercised		-		-		312,500	$	0.03

Outstanding as of 6/30/14:		6,800,000	$	0.025		4,042,000	$	0.025

Vested as of 6/30/14:		6,800,000	$	0.025		4,042,000	$	0.025

The warrants expire from May of 2015 to March of 2016 and the options expire in October of 2022 and 2023.

INCOME TAXES

We are subject to income taxes in the United States. Substantially all operations prior to September 30, 2009 were in Canada. Substantially all operations since October of 2010 have been conducted 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. 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, other provisions of the tax laws, and because the Company has never filed tax returns in the United States. The Company is currently in the process of getting up-to-date with its income tax filings.

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

	Nine months ended June 30, 2014			Year ended September 30, 2013
Refundable Federal income tax attributable to:
Current operations	$	(250,000	)	$	(294,000	)
Change in deferred tax valuation allowance		250,000			294,000
Net refundable amount		-			-

The cumulative tax effect at the expected rate of thirty-four percent (34%) of significant items comprising our net deferred tax amount is as follows:

	June 30, 2014			September 30, 2013
Deferred tax asset attributable to:
Net operating loss carryover	$	1,155,000		$	905,000
Less: Valuation allowance		(1,155,000	)		(905,000	)
Net deferred tax asset		-			-

At September 30, 2013, we had an unused Canadian NOL carryover of approximating $128,859 that is available to offset future taxable income in Canada; it expires the beginning in 2026. At September 30, 2013, we had unused NOL carryover of approximately $2,700,000 that is available to offset future taxable income in the U.S.

FAIR VALUE MEASUREMENTS

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

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

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

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

The following table presents a reconciliation of all assets and liabilities measured at fair value on a recurring basis as of June 30, 2014:

	Level 1		Level 2		Level 3		Fair Value
Cash	$	19,426	$	-	$	-	$	19,426
Accounts receivable		-		6,756		-		6,756
Accounts payable		-		216,965		-		216,965
Notes Payable		-		294,726		-		294,726

The following table presents a reconciliation of all assets and liabilities measured at fair value on a recurring basis as of September 30, 2013:

	Level 1		Level 2		Level 3		Fair Value
Cash	$	7,857	$	-	$	-	$	7,857
Accounts receivable		-		670		-		670
Accounts payable		-		91,249		-		91,249
Notes Payable		-		217,985		-		217,985

COMMITMENTS

The Company has entered into one lease for its main business location as of June 30, 2014. The lease for office space calls for payments of $1,820 per month from May 1, 2013 to October 31, 2014.

10.

RELATED PARTY TRANSACTIONS

During the nine months ended June 30, 2014 and the year ended September 30, 2013, the Company paid Chamberlain Capital Partners, a company owned by the previous President, for his services and also reimbursed Chamberlain for the President’s health insurance and for miscellaneous office expenses. During the nine months ended June 30, 2014, the Company accrued approximately $39,000 in compensation for services. During the year ended September 30, 2013, the Company paid Chamberlain approximately $78,000 in compensation for the President’s services, and approximately $15,000 in reimbursements for health insurance and miscellaneous office expenses.

11.

DISTRIBUTION AGREEMENT

On May 16, 2014, the Company entered into a Master Distribution Agreement with Universal Consumer Electronics Systems, LLC (“UCES”) for an exclusive worldwide distribution arrangement. UCES will serve as the exclusive distributor of all of the products of the Company, including RXAir branded products, subject to sales quotas of 36,000 Units per year from October 1, 2014 through September 30, 2015 (subject to a 4 month ramp up), and 50,000 Units annually (October 1 through September 30) thereafter.

Compensation for UV Flu branded products shall be paid net 45 as follows:

Direct to Consumer: UV Flu: Pricing to be agreed upon with respect to U.S. retail sales, provided that pricing shall be $50 per unit (plus cost) for WorldWide retail sales (including internet sales direct to customer) of UV 400 units.

Wholesale: Distributor Fee: For placement of products at wholesale

A. If Distributor primarily sourced the vendor, Distributor earns 80% of profits

B. If the Company primarily sourced the vendor, Distributor earns 20% of profits

C. Profits is defined as gross revenue less actual cost of goods sold.

In Asia only, any vendor sourced by the Company must be pre-approved by Distributor.

For Existing Inventory of UV Flu Products as of the date of this Agreement: $50 per Unit (plus cost)

Compensation for UV Flu branded products shall be paid net 45 as follows:

Direct to Consumer: All RX products, including RX 3000, RX 4500, RX300, are considered wholesale and not direct to consumer.

Wholesale:

For wholesale distribution and for all RX Air Products, the Distributor Fee: For placement of products at wholesale

A. If Distributor primarily sourced the vendor, Distributor earns 80% of profits

B. If the Company primarily sourced the vendor Distributor earns 20% of profits

C. Profits is defined as gross revenue less actual cost of goods sold.

In Asia only, any vendor sourced by the Company must be pre-approved by Distributor.

For Existing Inventory of RX Air Products as of the date of this Agreement: UV gets a 20% mark up over cost and Distributor retains the balance.

12.

SUBSEQUENT EVENTS

The Company has evaluated all subsequent events through the date these financial statements were issued and determined the following events to disclose:

In July of 2014, the Company borrowed an additional $21,500 under a term promissory note.

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

The following discussion should be read in conjunction with our consolidated financial statements and notes thereto included elsewhere in this quarterly report. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward-looking statements are based upon estimates, forecasts, and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by us, or on our behalf. We disclaim any obligation to update forward-looking statements.

Background

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

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

Effective November 15, 2009, we acquired AmAirapure Inc.’s air purification technology, product, inventory, and certain equipment pursuant to an Asset Purchase Agreement with AmAirapure, Inc. We issued 15,000,000 shares of our common stock to shareholders of AmAirapure in connection with the asset acquisition. Additionally, on November 25, 2009, we entered into a Distribution Agreement with Puravair Distributors LLC (“Puravair”) where we appointed Puravair as our exclusive master distributor for our Viratech UV-400 product and our other products for the professional, medical, and commercial markets in the U.S. and Canada. On September 30, 2010, we terminated our Distribution Agreement with Puravair and began adding new distributors, which totaled five as of year end.

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

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

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

The Company has spent the last three years building the brand, and focusing marketing efforts towards areas that will not only generate sales, but educate consumers about the indoor air quality space, and why it is so important, and why our product is so unique in its ability to treat all forms of indoor air pollution. Sales have begun to show the results from these initiatives. In order to meet our business objectives, we will need to raise additional funds through equity or convertible debt financing. There can be no assurance that we will be successful in raising additional funds and, if unsuccessful, our plans for expanding operations and business activities may have to be curtailed. Any attempt to raise funds, through debt or equity financing, would likely result in dilution to existing shareholders.

Critical Accounting Policies

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

The discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. We believe certain critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements. A description of our critical accounting policies is set forth in our Annual Report on Form 10-K for the year ended September 30, 2013. As of, and for the nine months ended June 30, 2014, 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, 2013 filed on January 13, 2014.

Results of Operations for the nine months ended June 30, 2014 as compared to the nine months ended June 30, 2013

During the nine months ended June 30, 2014, we earned gross revenue of $146,195 as compared to $179,016 for the nine months ended June 30, 2013. For the nine months ended June 30, 2014 and June 30, 2013, we incurred a loss of $737,402 and $792,227 respectively. The decrease in revenues is due to the delay in a major national sales launch.

Sales Revenue

During the nine months ended June 30, 2014, we earned gross revenue of $146,195 as compared to $179,010 for the nine months ended June 30, 2013. The decrease is primarily related to the delay in a national introduction of the UV-400 through a major marketing company, which had been anticipated to begin in the first quarter. The Company had signed a limited exclusivity agreement which was in effect during the test period, which ends in February. The results do not fully reflect the strides the Company has made in building a platform for significant growth. The Company has decided to split its marketing efforts into 4 major areas:

Residential

Medical

Commercial

Sleep Market

Residentially, the Company is utilizing mediums that can efficiently sell product, while also educating the consumer. Internet marketers, like Groupon, video, infomercials, and direct mail and email campaigns are all potential mediums. Our target market is health-conscious consumers, new mothers, any individuals undergoing chemotherapy or transplants, and individuals with asthma or allergies.

The Medical space, which we are pursuing through our RX Air platform, has an installed base of almost 600 hospitals worldwide. We plan on attacking this space through added distributors, both domestically, as well as internationally, while also contacting all of our current customers. We plan to add national distributors that sell into this space.

The Commercial space includes offices, hair salons, restaurants, pet and veterinary applications, correctional facilities, health facilities, government buildings and day care centers.

The Sleep Market, which has the potential to be several times larger than the current air purification space, should be augmented by an endorsement agreement with a nationally known Sleep Doctor, whose frequent television appearances should help consumer and brand awareness. Clinical studies have linked Indoor Air Pollution as being the biggest environmental factor in causing sleep related issues, and sleep disorders are now known to dramatically increase the risks of stroke, cancer, diabetes, and a host of other health ailments. We feel furniture stores, through their bedding and infant nursery departments, hotels, sleep centers, and consumers with sleep disorders are all potential customers.

In the first half of 2013, the Company began working with a national sales and marketing company that sells a line of infrared heaters and air purifiers. The Company spends almost 40% of their gross revenues on marketing, which UV Flu felt was necessary in building the brand. Although the marketing company was excited about distributing the product and wanted to do additional market testing to determine the optimal sales price and target market, UV Flu signed a LOI with an international distribution partner that offered significantly higher margins, guaranteed minimums, manufacturing support, website optimization and access to capital. The Company signed a formal distribution agreement in May of 2014, which should translate into higher sales in the 4^th quarter and 2015.

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

Net Income (Loss)

During the nine months ended June 30, 2014, our net loss was $737,402 as compared to $792,227 for the nine months ended June 30, 2013. The decrease in net loss is attributed to lower consulting and administrative expenses.

General and Administrative Expenses

During the nine months ended June 30, 2014, the Company incurred total operating expenses of $741,294, as compared to $827,698 for the nine months ended June 30, 2013. The decrease is primarily due to lower levels of consulting expenses.

Liquidity and Capital Resources

As of June 30, 2014, we had cash of $19,426, and working capital of $(299,503). During the period ended June 30, 2014, we funded our operations from receipts of sales revenues, proceeds from loans payable and sale of shares. In order to survive, we are dependent on increasing our sales volume. Additionally, we plan to continue further financings and believe that this will provide sufficient working capital to fund our operations for at least the next 12 months. Changes in our operating plans, increased expenses, additional acquisitions, or other events may cause us to seek additional equity or debt financing in the future.

For the nine months ended June 30, 2014, $280,357 in cash flows was used in operating activities as compared to $242,452 that was used in operating activities for the nine months ended June 30, 2013. The increase was primarily due to increased marketing expenses for trade shows in the period covered.

For the nine month period ended June 30, 2014 cash flows used for investing activities was $40 as compared to $0 cash used for the six month period ended. June 30, 2013

For the nine months ended June 30, 2014, cash provided by financing activities was $291,966 compared to $224,740 for the nine months ended June 30, 2013. $80,000 was provided by notes payables, $9,375 from the exercise of warrants, and $205,850 of proceeds from the sale of common shares were provided for the nine months ended June 30, 2014 as compared to $91,740 from notes payable and $133,000 proceeds from the sale of common shares during the nine months ended June 30, 2013.

We anticipate that our cash requirements will be significant in the near term due to contemplated development, purchasing, marketing and sales of our air purification technologies and products. Accordingly, we expect to continue raise capital through share offering and sales to fund current operations.

Off-Balance Sheet Arrangements

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

Capital Expenditures

We made $40 in capital expenditures in the nine months ended June 30, 2014.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

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/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/ 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/Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes in our internal controls over financial reporting that occurred during the three months ended June 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company have been detected.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.