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UVFT > SEC Filings for UVFT > Form 10-Q on 19-Aug-2014All Recent SEC Filings

Show all filings for UV FLU TECHNOLOGIES INC



Quarterly Report

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.


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 $146,195as 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:




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 4th 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.

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