ADAMANT DRI PROCESSING & MINERALS GROUP - Annual Report: 2008 (Form 10-K)
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
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(X)
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Annual
report under section 13 or 15(d) of the Securities Act of
1934.
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For
the fiscal year ended December 31,
2008
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( )
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Transition
report under section 13 or 15(d) of the Securities Act of
1934.
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For
the Transition period from _______ to
________.
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Commission
file number: 000-51791
UHF
Incorporated
(Exact
name of registrant as specified in its charter)
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Michigan
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38-1740889
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
Number)
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60 Port
Perry Road
North
Versailles, PA 15137
(Address
of principal executive offices)
(412)
394-4039
(Issuer’s
phone number including area code)
Securities
to be registered pursuant to Section 12(b) of the Exchange Act:
________________
Securities
registered or to be registered pursuant to Section 12(g) of the Exchange
Act:
Common
Stock, $.001 par value per share
(Title of
Class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
[ ]
Yes [X] No
Indicate
by check mark if the registrant is not required to file reports pursuant to
section 13 or Section 15 (d) of the Act.
[X]
Yes [ ] No
Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Securities and Exchange Act of 1934 during the past 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. Yes X No___
1
Indicate
by check mark if disclosure of delinquent filers to Item 405 of Regulation S-K
(sec. 229.405) is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ___
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. (Check One)
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Large
accelerated filer [ ]
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Accelerated
filer [ ]
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Non-accelerated
filer [ ]
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Smaller
reporting company [X]
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(Do not
check if a 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
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The
issuer’s revenues for its most recent fiscal year were $0.
The
aggregate market value of the voting and non-voting common equity held by
non-affiliates of the issuer, which consists solely of common stock, was
$474,037, based on 9,480,754 shares of the issuer’s total issued and outstanding
common stock and a closing price of $0.05 per share, on February 20, 2009, as
quoted on the OTC Bulletin Board.
Transitional
Small Business Disclosure Format:
Yes ____ No X
2
ITEM
1. DESCRIPTION OF BUSINESS.
UHF
Incorporated (the “Company”) was incorporated in Michigan on March 13, 1964 with
the name State Die & Manufacturing Company. On March 1, 1971 its
name was changed to State Manufacturing, Inc., on April 1, 1981 its name was
changed to State Die and Engineering Inc., on July 19, 1984 its name was changed
to Universal Robotics and Automation, Inc., on October 23, 1984 its name was
changed to Universal Automation Corporation, and on March 4, 1992 its name was
changed to UHF Incorporated.
In 1991,
the Company became a holding company by transferring its assets to a
newly-formed, wholly-owned corporation and by purchasing the outstanding stock
of two closely held corporations. These three subsidiaries sold their
businesses in 1994, and the Company paid its debts. Since 1994, the
Company has been inactive and has had no assets or employees. The
Company has no patents, trademarks, licenses, franchises, concessions, royalty
agreements or labor contracts and is not aware of any existing or potential
environmental liabilities.
UHF
Incorporated, a shell company, intends to pursue business opportunities such as
mergers, acquisitions or other transactions which would cause the company to
have business operations. However, no assurance can be made that the
Company will have the opportunity to participate in any business
transactions.
Throughout
this Annual Report on Form 10-K, unless otherwise designated, the terms “our,”
“UHF,” and “the Company” refer to UHF Incorporated, a Michigan corporation.
Certain statements in the script contain “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995. Certain
statements in the script relate to future events and expectations and, as such,
constitute forward-looking statements. Forward-looking statements include those
containing such words as “anticipates,” “believes,” “estimates,” “expects,”
“would,” “should,” “will,” “will likely result,” “forecast,” “outlook,”
“projects,” and similar expressions. Forward-looking statements are based on
management’s current expectations and include known and unknown risks,
uncertainties and other factors, many of which we are unable to predict or
control, that may cause our actual results, performance or achievements to
materially differ from those expressed or implied in the forward-looking
statements in our Annual Report on Form 10-K for the year ended
December 31, 2008, and in other reports filed with the Securities and
Exchange Commission. We assume no duty to update our forward-looking
statements.
ITEM
2. PROPERTIES.
The
Company does not own or leases any properties. The Company’s
principal executive office space is maintained in a facility owned by its
majority stockholder. The majority stockholder permits the Company to
use this space at no charge.
ITEM
3. LEGAL PROCEEDINGS.
To the
best of our knowledge, the Company is not a party to any pending legal
proceeding, and is not aware of any unasserted claims that could result in legal
proceedings.
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No
matters were submitted to a vote of the Company’s security holders during the
fourth quarter of fiscal year 2008.
3
PART
II
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ITEM
5.
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MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES.
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On
January 24, 2007, our Common Stock was cleared to be quoted on the OTC Bulletin
Board. The trading symbol is “UHFI.” Set forth below is
the high and low closing prices for our Common Stock during our last fiscal year
ended December 31, 2008.
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High
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Low
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First
Quarter
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$ | 0.15 | $ | 0.11 | ||||
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Second
Quarter
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0.11 | 0.11 | ||||||
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Third
Quarter
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0.11 | 0.11 | ||||||
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Fourth
Quarter
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$ | 0.11 | $ | 0.08 | ||||
The
quotations reflect inter-dealer prices, without retail mark-up, markdown or
commissions and may not represent actual transactions. The
information is derived from online stock quotation services. There
were 229 holders of record of the Common Stock as of February 20,
2009. No cash dividends were declared on the Common Stock during the
last three fiscal years. The Company has no compensation plans or
Individual compensation arrangements.
During
the period ended December 31, 2008, the Company’s stock opened at $0.15 per
share and closed at $0.08 per share. The last activity was on
February 17, 2009 and the closing price was $0.05 per share. The
common stock’s price per share has remained the same through February 20,
2009.
ITEM
7. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
During
the fiscal year ended December 31, 2008, we continued to be a non-operating
entity. Our majority shareholder provided us with funds to pay our
ongoing expenses such as our auditor fees.
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The UHF
Incorporated financial statements, including balance sheets as of December 31,
2008 and 2007 and the related statements of operations and retained deficit and
cash flows for the years ended December 31, 2008, 2007, and 2006, are included
within Part IV, Item 15, of this filing.
ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND
FINANCIALDISCLOSURE.
There
have not been any changes in or disagreements with our independent
auditors.
ITEM
9A(T). CONTROLS AND PROCEDURES.
Disclosure
Controls and Procedures
As of the
end of the reporting period covered by this report, December 31, 2008, our Chief
Executive Officer who also serves as our Chief Financial Officer carried out an
evaluation of the effectiveness of our disclosure controls and procedures as
defined in Securities Exchange Act Rule 13a-15(e).
4
Based
upon that evaluation, our management concluded that our disclosure controls and
procedures were effective.
Management’s
Annual Report on Internal Control over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal
controls over financial reporting as defined in Rule 13-15(f) of the Securities
Exchange Act. Our management determined that our internal control
over financial reporting was effective as of December 31, 2008.
Our
management has conducted an evaluation of the effectiveness of our internal
control over financial reporting as of December 31, 2008, based on the framework
and criteria established in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by the
Company’s registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the Company to provide only
management’s report in this annual report.
Changes
in Internal Control Over Financial Reporting
During
the most recent fiscal quarter, there were no changes in the Company’s internal
control over financial reporting identified in connection with the evaluation
required by paragraph (d) of Exchange Act Rules 13(a)-15 or 15d-15 that have
materially affected, or are reasonably likely to materially affect, the
Company’s internal control over financial reporting.
PART
III
ITEM
10. DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information
concerning the directors and executive officers of the Company is set forth
below. The Company has no employees.
Ronald C.
Schmeiser, age 79, has been a director, President and Chief Executive Officer of
the Company since 1998. He is a Certified Public Accountant and a
former Director of Finance of the City of Pittsburgh,
Pennsylvania. Mr. Schmeiser has been the Deputy Controller and School
Auditor of the Pittsburgh School District since January 1, 2000 and prior
thereto served as President of Kromer Associates, a financial consulting
firm.
The
By-Laws of the Company provide for a Board of seven directors; however there
have been only three directors since that provision was adopted in
1998. The By-Laws also provide that the directors shall hold office
for a period of three years, with one-third of the Board of Directors being
elected at each annual meeting. No shareholder meetings have been
held since 1998.
ITEM
11. EXECUTIVE COMPENSATION.
No
compensation was awarded to, earned by or paid to any officers or directors of
the Company during the last three fiscal years. The Company has no
remuneration or benefit plans or arrangements.
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5
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
The only
security the Company has outstanding is common stock, par value $.001 per share
(“Common Stock”). The following table sets forth information
concerning persons or entities of record that own more than five percent of the
outstanding Common Stock. Except for Dachris, Ltd., the Company has
no information concerning the beneficial ownership of the shares beyond what is
shown on the official list of the owners of record.
STOCK
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
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Name
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Address
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Shares
Owned
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Percent
of Class
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- -
- -
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- -
- - - - - -
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- -
- - - - - - - -
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- -
- - - - - - - - -
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Dachris,
Ltd.*
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60
Port Perry Road
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6,331,992
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66.76
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North
Versailles, PA 15137
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*
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Dachris,
Ltd., a Pennsylvania corporation, is wholly-owned by the spouse of David
L. Lichtenstein whose address is 60 Port Perry Road, North Versailles, PA
15137. Mr. Lichtenstein is the President of Dachris
Lt. By virtue of his position and relationship with Dachris,
Ltd., Mr. Lichtenstein may be deemed to “control” the
Company.
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The
following table sets forth information concerning the beneficial ownership of
Common Stock by the directors and officers of the Company and by all directors
and officers of the Company as a group. There are no options,
warrants or other rights outstanding to purchase securities from the
Company.
STOCK
OWNERSHIP OF MANAGEMENT
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Name
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Positions
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Shares
Owned
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Percent
of Class
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- -
- - - -
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- -
- - - - - - - -
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- -
- - - - - - - - --
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- -
- - - - - - - - - - -
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Ronald
C. Schmeiser
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Director,
President and
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200,000
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2.10
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Chief
Executive Officer
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ITEM
13. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE.
In
conjunction with the Company’s reporting procedures for the year ended December
31, 2008, our Director and auditor discussed and reviewed certain relationships
between the Company and its auditors, related party transactions, and auditor
independence, noting no items jeopardizing the independence of the Company or
the auditors, or requiring disclosure within this filing.
The
Company received formal written statements from the auditors confirming their
independence, pursuant to Ethics and Independence Rule 3526, which included
documentation of the independence discussions between our Director and the
auditors.
The
Director pre-approved all services, and related fees, provided by our
auditors.
- -
6
ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Audit
Fees
The
aggregate fees billed by Louis Plung & Co, LLP, our Independent Registered
Public Accounting Firm, for professional services rendered for the audit of our
annual financial statements included in our Form 10-K, the reviews of the
financial statements included in our Form 10-Qs, and fees for issuance of
consents related to Securities and Exchange Commission filings, for the years
ended December 31, 2008 and 2007 were $6,000 and $3,000,
respectively.
Audit
Related Fees
None.
Tax
Fees
None.
All Other
Fees
None.
PART
IV
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ITEM
15.
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EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES.
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EXHIBIT
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NUMBER
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DESCRIPTION
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1.
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Financial
Statements:
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All
Consolidated Financial Statements of the Company as set forth under Item 8
of this Annual Report on Form 10-K.
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2.
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Financial
Statement Schedule:
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None.
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3.
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Financial
Statement Exhibits:
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None.
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(2)
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Restated
Articles of Incorporation and By-Laws, as amended to date, filed as
Exhibit 2 to the Company’s registration statement on Form 10-SB, and
incorporated by reference.
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7
.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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UHF INCORPORATED
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(Registrant)
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| Date: February 20, 2009 | By: |
/s/ Ronald C. Schmeiser
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Ronald
C. Schmeiser
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President,
Chief Executive
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Officer,
Chief Financial Officer, and
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Principal
Accounting
Officer
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In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
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UHF INCORPORATED
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(Registrant)
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Date:
February 20, 2009
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By:
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/s/ Ronald C. Schmeiser
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Ronald
C. Schmeiser
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President,
Chief Executive
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Officer
and Chief Financial
Officer
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8
UHF
INCORPORATED
FINANCIAL
STATEMENTS AND
INDEPENDENT
AUDITORS’ REPORT
December 31, 2008, 2007, and
2006
9
INDEPENDENT AUDITORS’
REPORT
To the
Board of Directors
and
Stockholders of
UHF
Incorporated
We have
audited the accompanying balance sheets of UHF Incorporated as of December 31,
2008 and 2007 and the related statements of operations and retained deficit and
cash flows for the years ended December 31, 2008, 2007, and
2006. These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no
such opinion. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of UHF Incorporated as of December 31,
2008 and 2007, and the results of its operations and its cash flows for the
years ended December 31, 2008, 2007, and 2006, in conformity with accounting
principles generally accepted in the United States of America.
LOUIS
PLUNG & COMPANY, LLP
Pittsburgh,
Pennsylvania
February
20, 2009
10
UHF
INCORPORATED
BALANCE
SHEETS
December 31, 2008 and
2007
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ASSETS
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2008
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2007
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CASH
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$ | - | $ | - | ||||
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ORGANIZATION
COST
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- | - | ||||||
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TOTAL
ASSETS
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$ | - | $ | - | ||||
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LIABILITIES AND STOCKHOLDERS'
DEFICIT
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||||||||
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ACCRUED
EXPENSES
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$ | 19,000 | $ | 13,000 | ||||
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Total
liabilities
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19,000 | 13,000 | ||||||
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COMMITMENTS
AND CONTINGENCIES
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- | - | ||||||
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STOCKHOLDERS'
DEFICIT
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||||||||
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Common
stock, $.001 par value; 50,000,000 authorized
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shares,
9,480,754 issued and outstanding
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9,481 | 9,481 | ||||||
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PAID
IN CAPITAL
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(9,481 | ) | (9,481 | ) | ||||
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RETAINED
DEFICIT
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(19,000 | ) | (13,000 | ) | ||||
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Total
stockholders' deficit
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(19,000 | ) | (13,000 | ) | ||||
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TOTAL
LIABILITIES AND STOCKHOLDERS' DEFICIT
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$ | - | $ | - | ||||
The
accompanying notes are an integral part of these financial
statements.
11
UHF
INCORPORATED
STATEMENTS
OF OPERATIONS AND RETAINED DEFICIT
Years Ended December 31,
2008, 2007, and 2006
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2008
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2007
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2006
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REVENUE
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$ | - | $ | - | $ | - | ||||||
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OPERATING
EXPENSES
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6,000 | 3,000 | 3,000 | |||||||||
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NET
INCOME
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(6,000 | ) | (3,000 | ) | (3,000 | ) | ||||||
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Retained
Deficit - Beginning of Year
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(13,000 | ) | (10,000 | ) | (7,000 | ) | ||||||
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RETAINED
DEFICIT - END OF YEAR
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$ | (19,000 | ) | $ | (13,000 | ) | $ | (10,000 | ) | |||
The
accompanying notes are an integral part of these financial
statements.
12
UHF
INCORPORATED
STATEMENTS
OF CASH FLOWS
Years Ended December 31,
2008, 2007, and 2006
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2008
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2007
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2006
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||||||||||
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CASH
FLOWS FROM OPERATING ACTIVITY - NONE
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$ | - | $ | - | $ | - | ||||||
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CASH
FLOW FROM INVESTING ACTIVITIES - NONE
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- | - | - | |||||||||
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CASH
FLOWS FROM FINANCING ACTIVITIES - NONE
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- | - | - | |||||||||
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Net
change in cash
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- | - | - | |||||||||
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Cash
- Beginning of Year
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- | - | - | |||||||||
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CASH
- END OF YEAR
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$ | - | $ | - | $ | - | ||||||
The
accompanying notes are an integral part of these financial
statements.
13
UHF
INCORPORATED
NOTES TO FINANCIAL
STATEMENTS
1. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Nature of Operations
- UHF Incorporated (the “Company”) is a corporation organized under the laws of
the state of Michigan. The Company has been inactive and has not
conducted any business in the ordinary course since July 1, 1994. The
Company intends to seek business opportunities such as a merger, acquisition or
other business transaction that will cause the Company to have business
operations in the current fiscal year. The Company anticipates that
any cash requirements it may have over the next twelve months will be funded by
its majority stockholder. These fees are believed to be
immaterial. The Company accrued audit fees for the years ended
December 31, 2008, 2007, and 2006, which will be funded by the majority
shareholder.
Basis of Accounting -
The financial statements are prepared using the accrual basis of accounting in
which revenues are recognized when earned and expenses are recognized when
incurred.
Estimates - The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect certain reported amounts and
disclosures. Actual results may differ from these estimates and
assumptions.
New Accounting
Pronouncements - During 2008 and 2007, various new accounting
pronouncements were issued by the Financial Accounting Standards Board
(FASB). Management has determined, based on their review, that none
of the new accounting pronouncements issued during 2008 and 2007 are applicable
to the Company. As new pronouncements are released, Management will
assess if they are applicable and if they are applicable, their affect will be
included in the notes to the financial statements.
2. COMMITMENT AND
CONTINGENCIES
Management
has no knowledge and is not aware of any commitments or contingencies under
which the Company is liable. Management has also represented that
they are not aware of any pending or threatened litigation, claims, or
assessments against the Company.
14
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Intentionally Left Blank