ADAMANT DRI PROCESSING & MINERALS GROUP - Quarter Report: 2013 September (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED September 30, 2013
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OR
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o
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _______ TO ________.
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COMMISSION FILE NUMBER: 000-49729
UHF Incorporated
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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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 No.)
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c/o Unity Venture Capital Associates Ltd.
825 Third Avenue, New York, New York
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10022
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(Address of principal executive offices)
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(Zip code)
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Issuer's telephone number: 212 408-0597
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. Yes x No o
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). Yes x No o
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.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o (Do not check if a smaller reporting company)
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Smaller reporting company x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o
State the number of shares outstanding of each of the issuer's classes of common equity, for the period covered by this report and as at the latest practicable date:
At November 11, 2013, we had outstanding 11,662,104 shares of common stock.
UHF INCORPORATED
PART I
FINANCIAL INFORMATION
Page
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Item 1. Financial Statements
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1
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2
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3
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4
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5-6
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6-7
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7-8
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PART II
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OTHER INFORMATION
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8
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8
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9
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This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are subject to a number of risks and uncertainties. All statements that are not historical facts are forward-looking statements, including statements about our business strategy, the effect of Generally Accepted Accounting Principles ("GAAP") pronouncements, uncertainty regarding our future operating results and our profitability, anticipated sources of funds and all plans, objectives, expectations and intentions and the statements regarding future potential revenue, gross margins and our prospects for fiscal 2013. These statements appear in a number of places and can be identified by the use of forward-looking terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "future," "intend," or "certain" or the negative of these terms or other variations or comparable terminology, or by discussions of strategy.
Actual results may vary materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those reflected in the forward-looking statements include, but are not limited to, those discussed under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2012 and elsewhere in this report and the risks discussed in our other filings with the SEC. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis, judgment, belief or expectation only as of the date hereof. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
References in this Quarterly Report on Form 10-Q to the "Company," the "Registrant," "UHF” "we," "our," and "us" refer to UHF Incorporated, unless otherwise specifically stated or the context requires otherwise.
FINANCIAL INFORMATION
Item 1. Financial Statements
UHF INCORPORATED
BALANCE SHEETS
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September 30,
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December 31,
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2013
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2012
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(Unaudited)
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ASSETS
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CASH
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$
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7,731
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$
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16,826
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ORGANIZATION COST
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-
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-
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TOTAL ASSETS
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$
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7,731
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$
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16,826
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LIABILITIES AND STOCKHOLDERS' DEFICIT
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ACCRUED EXPENSES
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$
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35,354
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$
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20,994
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TOTAL LIABILITIES
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35,354
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20,994
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STOCKHOLDERS' DEFICIT
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Preferred stock, $.001 par value; 1,000,000 authorized shares; none issued and
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outstanding at September 30, 2013 and December 31, 2012
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-
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-
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Common stock, $.001 par value; 50,000,000 authorized shares,
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11,662,104 issued and outstanding at September 30, 2013 and
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at December 31, 2012
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11,662
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11,662
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ADDITIONAL PAID IN CAPITAL
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86,838
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86,838
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RETAINED DEFICIT
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(126,123
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)
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(102,668
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)
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TOTAL STOCKHOLDERS' DEFICIT
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(27,623
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)
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(4,168
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)
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
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$
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7,731
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$
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16,826
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The accompanying notes are an integral part of these financial statements.
STATEMENTS OF OPERATIONS
(UNAUDITED)
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Three Month Period Ended
September 30,
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Nine Month Period Ended
September 30,
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2013
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2012
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2013
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2012
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REVENUE
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$
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-
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$
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-
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$
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-
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$
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--
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OPERATING EXPENSES
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(7,460
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)
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(6,900
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)
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(23,460
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)
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(24,831
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)
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INTEREST INCOME
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1 |
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7
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5
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17
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NET LOSS
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$
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(7,459
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)
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(6,893
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$
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(23,455
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$
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(24,814
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)
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The accompanying notes are an integral part of these financial statements.
STATEMENTS OF STOCKHOLDERS’ DEFICIT
September 30, 2013 (Unaudited) and December 31, 2012
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Common Stock
Number of Shares
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Common Stock
Amount
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Additional
Paid-in Capital
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Retained
Deficit
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Total
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Balance at December 31, 2011
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10,007,886
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$
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10,008
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$
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53,492
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$
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(68,501
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)
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$
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(5,001
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Exercise of stock subscription
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1,561,718
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1,562
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(1,562
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-
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-
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Shares issued
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92,500
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92
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34,908
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-
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35,000
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Net loss
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-
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-
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(34,167
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(34,167
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Balance at December 31, 2012
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11,662,104
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$
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11,662
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$
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86,838
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$
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(102,668
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$
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(4,168
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Net Loss
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(23,455
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(23,455
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Balance at September 30, 2013
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11,662,104
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11,662
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86,838
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(126,123
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)
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(27,623
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The accompanying notes are an integral part of these financial statements.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
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Nine Month Period
Ended September 30,
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2013
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2012
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Cash flows from operating activities:
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Net loss
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$
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(23,455
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$
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(24,814
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Change in operating assets and liabilities:
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Increase (Decrease) in:
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Accrued expenses
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14,360
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(17,865)
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Net cash used in operating activities
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(9,095
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)
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(42,679
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)
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Cash flow from investing activities:
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Net cash used for investing activities
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-
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-
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Cash flow from financing activities:
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Issuance of common stock
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-
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35,000
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Net cash provided by financing activities
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-
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35,000
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Net (decrease) increase in cash
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(9,095
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(7,679)
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Cash at beginning of period
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16,826
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24,500
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Cash at end of period
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$
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7,731
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$
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16,821
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The accompanying notes are an integral part of the financial statements
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. UNAUDITED INTERIM FINANCIAL STATEMENTS
In the opinion of management, the accompanying unaudited financial statements contain all adjustments necessary to present fairly the Company’s financial position as of September 30, 2013 and the results of its operations for the nine and three month periods ended September 30, 2013 and 2012 and its cash flows for the nine and three month periods ended September 30, 2013 and 2012.
The quarterly financial statements are presented in accordance with the requirements of Form 10-Q and do not include all of the disclosures required by accounting principles generally accepted in the United States of America. For additional information, reference is made to the Company’s audited financial statements filed with Form 10-K for the years ended December 31, 2012. The results of operations for the nine and three month periods ended September 30, 2013 and 2012 are not necessarily indicative of operating results for the full year.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Business. - UHF Incorporated (the “Company”) is a corporation organized under the laws of the state of Delaware, and is the successor to UHF Incorporated, a Michigan corporation (“UHF Michigan”), as a result of domicile merger effected on December 29, 2011, in which UHF Michigan merged with and into the Company, its newly formed wholly-owned subsidiary, the surviving entity, pursuant to an Agreement and Plan of Merger dated December 1, 2011. As a result of the merger, UHF Michigan ceased to exist. Each shareholder of UHF Michigan received a number of shares of UHF Michigan equal to the number of shares owned of UHF Michigan after giving effect to the reverse split, discussed below. References to the Company herein prior to December 29, 2011 are to its predecessor, UHF Michigan. The merger was approved by the Company’s Board of Directors and the holders of a majority of its outstanding shares on October 26, 2011. 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 principal stockholders. These fees are believed to be immaterial.
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.
Recent Accounting Standards Updates - During the third quarter of 2013, three new Accounting Standard Updates (ASUs) were issued by the Financial Accounting Standards Board (FASB). Based on management’s review, it was determined that these ASUs currently have no material effect on the Company’s financial statements. As new ASUs 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.
3. CAPITAL STOCK
The Company’s authorized capital stock consists of 1,000,000 shares of preferred stock and 50,000,000 shares of common stock. The preferred stock may be issued by the Board of Directors of the Company in one or more classes or one or more series within any class and such classes or series shall have such voting powers, full or limited, or no voting powers, and such designations, preferences, limitations or restrictions as the Board of Directors of the Company may determine, from time to time. No shares of preferred stock have been issued. During the fiscal year ended December 31, 2012, the Company sold 92,500 shares of common stock for gross proceeds of $35,000, and issued 1,561,718 shares for exercise of stock subscription agreements that were purchased during 2011. The Company did not sell any shares of capital stock during the quarter ended September 30, 2013.
4. 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.
5. SUBSEQUENT EVENTS
Management has evaluated subsequent events in accordance with Accounting Standards Codification Topic 855, Subsequent Events, through November 11, 2013. During our evaluation no subsequent events were identified.
The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this Quarterly Report and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
Introduction
We were incorporated under Michigan law on March 13, 1964. We have not generated any revenues from operations since 1994. On December 29, 2011, we completed a domicile merger with our newly-formed wholly owned subsidiary and the surviving company, UHF Incorporated, a Delaware corporation, pursuant to an Agreement and Plan of Merger dated December 1, 2011, as a result of which we became a Delaware corporation and the corporate existence of UHF Incorporated, a Michigan corporation (“UHF Michigan”), was terminated. We are a “shell company” (as that term is defined in Rule 12b-2 under the Exchange Act).
Plan of Operations
Our principal business objective for the next twelve months will be to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our shareholders.
Since we have not generated revenues from operations since 1994, and with no significant assets or financial resources, we will in all likelihood sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in our incurring a net operating loss which will increase continuously until we can consummate a business combination with a profitable business opportunity and consummate such a business combination.
We will attempt to acquire other assets or business operations that will maximize shareholder value. No specific assets or businesses have been definitively identified and there is no certainty that any such assets or business will be identified or any transactions will be consummated. We will seek to establish or acquire businesses or assets via the issuance of shares or debt. We currently have no agreements, arrangements or understandings with any person with regards to the acquisition of any other assets or business operations. In pursuing the foregoing goals, we may seek to expand or change the composition of the Board or make changes to our current capital structure, including issuing additional shares or debt and adopting a stock option plan.
During the next twelve months we anticipate incurring costs related to filing of Exchange Act reports, and costs relating to consummating an acquisition. We believe we will be able to meet these costs through use of funds in our treasury and additional amounts, as necessary, to be loaned by or invested in us by our stockholders, management or other investors. We have no specific plans, understandings or agreements with respect to the raising of such funds, and we may seek to raise the required capital by the issuance of equity or debt securities or by other means. Since we have no such arrangements or plans currently in effect, our inability to raise funds for the consummation of an acquisition may have a severe negative impact on our ability to become a viable company.
Liquidity and Capital Resources
As of September 30, 2013, we had stockholders’ deficit of $(27,623), as compared to a stockholders’ deficit of $(4,168) as of December 31, 2012. We had cash of $7,731 at September 30, 2013, as compared to $16,826 at December 31, 2012. We are dependent upon our principal shareholders to meet any operating expenses that we may incur.
Management plans to rely on the proceeds from a debt or equity financing and the sale of shares held by it to finance the acquisition of assets or a business. There is no assurance that we will be successful in achieving any such acquisition. We cannot assure you that financing will be available to us on commercially reasonable terms, if at all.
Off-Balance Sheet Arrangements: None.
Critical Accounting Policies and Estimates
We prepare our financial statements in accordance with accounting principles generally accepted in the United States of America, and make estimates and assumptions that affect our reported amounts of assets, liabilities, revenue and expenses. We base our estimates on historical experience and other assumptions that we believe are reasonable in the circumstances. Actual results may differ from these estimates.
Our financial statements have been prepared on the going concern basis, which assumes the realization of assets and liquidation of liabilities in the normal course of operations. Inasmuch as our only asset is cash, we in all likelihood will be able to realize upon such cash at a value comparable to the amount reflected on our balance sheet.
(a) Evaluation of Disclosure Controls and Procedures.
Management of UHF Incorporated is responsible for maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. In addition, the disclosure controls and procedures must ensure that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial and other required disclosures.
At the end of the period covered by this report, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. Based on their evaluation of our disclosure controls and procedures, they concluded that during the period covered by this report, such disclosure controls and procedures were not effective. This was due to our status as a shell company and our limited resources, including the absence of a financial staff with accounting and financial expertise and deficiencies in the design or operation of our internal control over financial reporting that adversely affected our disclosure controls and that may be considered to be “material weaknesses.”
We plan to designate individuals responsible for identifying reportable developments and to implement procedures designed to remediate the material weakness by focusing additional attention and resources in our internal accounting functions. However, the material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
(b) Changes in Internal Control over Financial Reporting. There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during our most recently completed fiscal quarter which is the subject of this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
There are inherent limitations in any system of internal control. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that its objectives are met. Further, the design of a control system must consider that resources are not unlimited and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgment in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.
Item 1A – Risk Factors.
There have been no material changes in the risk factors previously disclosed in the Registrant's Form 10-K for the fiscal year ended December 31, 2012, which are incorporated by reference into this report.
Item 6 - Exhibits
The following exhibits are filed with this report:
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31.1
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Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of1934, as amended.
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31.2
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Certification of the Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of1934, as amended.
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32.1
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Certification of the Principal Executive Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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32.2
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Certification of the Principal Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101.INS*
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XBRL Instance Document
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101.SCH*
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XBRL Taxonomy Extension Schema
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101.CAL*
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XBRL Taxonomy Extension Calculation
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101.DEF*
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XBRL Taxonomy Extension Definition
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101.LAB*
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XBRL Taxonomy Extension Label
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101.PRE*
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XBRL Taxonomy Extension Presentation
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____
* In accordance with Rule 406T of Regulation S-T, the XBRL information in Exhibit 101 to this quarterly report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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UHF Incorporated, Inc.
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Dated: November 12, 2013
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By:
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/s/ Omar Cunha
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Omar Cunha
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President (Principal Executive Officer)
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9