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

The discussion and financial statements contained herein are for our fiscal year ended September 30, 2012 and September 30, 2011. The following discussion regarding our financial statements should be read in conjunction with our financial statements included herewith.

Financial Condition as of September 30, 2012

We reported total current assets of $326,200 at September 30, 2012, consisting of accounts receivable, inventory and prepaids. Total current liabilities reported of $151,064 consisted of $54,857 in accounts payable and accrued liabilities and $96,207 in notes payable. We had a working capital $175,136 at September 30, 2012.

Net Loss decreased from $849,073 for the year ended September 30, 2011 to $821,681 for the year ended September 30, 2012.

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

Plan of Operation

Background

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

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

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

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

On October 28, 2010, we entered into a binding letter of intent with The Red Oak Trust ("Red Oak") (the "LOI") in connection with our proposed acquisition of one hundred percent (100%) of the issued and outstanding units of RxAir Industries, LLC, a Nevada limited liability company ("RxAir"), which is wholly owned by Red Oak (the "Acquisition"). At the closing of the Acquisition, Rx Air became a wholly-owned subsidiary of the Company. The acquisition was consummated January 24, 2011.

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

Cash and Cash Equivalents

As of September 30, 2012, we had cash of $19,941. As such, we anticipate that we will have to raise additional capital through equity financings to fund our operations and execute our business plan during the next 6 to 12 months.

Critical Accounting Policies

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

Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain. As the number of variables and assumptions affecting the probable future resolution of the uncertainties increase, these judgments become even more subjective and complex. Our significant accounting policies are discussed in Note 3 to our financial statements for the fiscal year ended September 30, 2012 included in the Form 10-K. We have identified the following accounting policies, described below, as the most important to an understanding of our current financial condition and results of operations.

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

a) 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.

b) 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.

c) Inventories

Inventories are stated at the lower of cost or market, with cost being determined using the first-in first-out method. Inventory as of September 30, 2012 consists of $117,904 of finished goods and $15,121 of raw materials for a total inventory of $133,025. Inventory as of September 30, 2011 consisted of $81,145 of finished goods and $33,262 of raw materials for a total inventory of $114,407.

d) 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 September 30, 2012 or 2011. Depreciation expense for the years ended September 30, 2012 and 2011 was $1,464 and $670, respectively.

e) Advertising

Advertising costs are expensed as in accordance with ASC subtopic 720-35 (formerly SOP 93-7). Advertising costs for the years ended September 30, 2012 and 2011 were $32,332 and $47,256, respectively. These costs were included in general and administrative costs.

f) 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 September 30, 2012 and 2011, 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.

g) 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 September 30, 2012 and 2011 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.

h) 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.

i) Currency

Our functional currency is the United States Dollar.

j) Use of Estimates

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

k) Cash and Cash Equivalents

Cash is comprised of cash on hand and demand deposits. Cash equivalents include short-term highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value. The Company has no cash equivalents as of September 30, 2012 or 2011.

l) Sales Concentrations

25% of our sales for the year ended September 30, 2012 have been accounted for by our three largest customers. They represent 6%, 6% and 13% respectively of our total sales, respectively.

44% of our sales for the year ended September 30, 2011 have been accounted for by our three largest customers. They represent 15%, 15% and 14% respectively of our total sales, respectively.

m) 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 year ended September 30, 2012.

n) 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, 2012 and 2011, the Company had no funds in excess of the FDIC insured limits.

o) 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.

p) Year-end

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

q) Recent Accounting Pronouncements

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

Results of Operations

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

Results of Operations for the Year Ended September 30, 2012 as Compared to the Year Ended September 30, 2011

Sales and Rental Revenue

During the fiscal year ended September 30, 2012, we received gross revenue of $155,871 as compared to $155,749 for the year ended September 30, 2011. The increase is primarily related to the increase in sales from our new product line, reflecting higher market penetration of our product in the commercial market and in particular in the medical and hospitality industries. 25% of our sales for the year ended September 30, 2012 have been accounted for by our three largest customers. They represent 13%, 6%, and 6% respectively of our total sales.

44% of our sales for the year ended September 30, 2011 have been accounted for by our three largest customers. They represent 15%, 15% and 14% respectively of our total sales.

Net Income (Loss)

During the fiscal year ended September 30, 2012, our net loss was $821,681 as compared to $849,073 for the year ended September 30, 2011. The decrease in net loss is due to a decrease in our total expenses of $849,191 for the year ended September 30, 2012 as compared to $860,349 for the year ended September 30, 2011, as well as an increase in the gain on debt forgiveness of $23,381 and a gain on sale of assets of $3,644 for the year ended September 30, 2012.

General and Administrative Expenses

During the fiscal year ended September 30, 2012, we incurred total expenses of $849,191 as compared to $860,349 for the year ended September 30, 2011. The decrease is primarily related to expenses for marketing, office and administration, professional fees, consulting and investor relation costs increased due to an increase business activity associated with development of the new product line and impairment expense. The expenses are as follows:

                                  September 30, 2012       September 30, 2011
Bad debt                        $              2,262     $              9,958
Depreciation and amortization                  1,464                      670
Marketing                                     43,494                   53,573
Office and administration                    250,129                  146,328
Professional fees                            323,946                  122,112
Impairment expense                                 -                  245,378
Consulting                                   227,896                  255,516
Investor relations                                 -                   26,814
Total                           $            849,191     $            860,349

Bad debts decreased from $9,958 for the year ended September 30, 2011 to $2,262 for the year ended September 30, 2012.

Depreciation and amortization expense increased from $670 for the year ended September 30, 2011 to $1,464 for the year ended September 30, 2012.

Marketing expenses decreased from $53,573 to $43,494, as many of the marketing materials were developed in the prior periods. Office and administration and professional fees increased due to RX Air being a part of UV Flu for the full year, and the associated costs for closing out the transaction. Those higher costs were offset from significantly lower expenses associated with impairment, investor relations and consulting.

Liquidity and Capital Resources

As of September 30, 2012, we had cash of $19,941, and working capital of $175,136. During the period ended September 30, 2012, we funded our operations from receipts of sales revenues, proceeds from stock sales, and proceeds from loans payable. In order to survive, we are dependant on increasing our sales volume. Additionally, we plan to continue to raise additional equity capital, 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 period ended September 30, 2012, we used $524,027 in cash flows to fund operating activities as compared to $336,646 for the period ended September 30, 2011. The increase was primarily due to significantly increasing the prepaid expense, and dramatically paying down the level of current liabilities, both of which accounted for a total of $205.069.

For the period ended September 30, 2012, cash flows from investing activities was $86,187 due to the sale of assets.

For the period ended September 30, 2012, cash flows provided from financing activities was $448,262 from proceeds of loans payable and sale of common shares as compared to $350,150 for the period ended September 30, 2011.

We anticipate that our cash flow will improve as our product shipments ramp up in our second quarter, 2013. Any additional fundings will be equity, or order based, in order to fund the ramp up of existing production, along with the tooling for our new model.

Off-Balance Sheet Arrangements

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

Capital Expenditures

We spent $3,985 for the purchase of equipment for the fiscal year ended September 30, 2011 and $457 in the fiscal year ended September 30, 2012.

Contractual Obligations



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



                                                     Payments Due by
                                                         Period
Contract Obligations                   Less than                                       More than
At September 30, 2012     Total         1 Year         1-3 years       3-5 years        5 years
Total Debt              $ 102,331     $    96,207     $     6,124     $         -     $         -
Lease Obligations       $  11,620     $    11,620     $         -               -               -

The above table outlines our obligations as of September 30, 2012 and does not reflect any changes in our obligations that have occurred after that date.