UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-KSB/A
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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, 2007
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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: 000-49729
UHF
Incorporated
(Name of
small business issuer 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
and zip code 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 Act:
None
Securities
registered or to be registered pursuant to Section 12(g) of the
Act:
Common
Stock, par value $.001 per share
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___
Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form, and no disclosure will 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-KSB or any
amendment to this Form 10-KSB.
X
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes
X
;
No __
The
issuer’s revenues for its most recent fiscal year were $0.
The
aggregate market value of the voting stock, consisting solely of common stock,
held by non-affiliates of the issuer computed by reference to the closing price
of such stock was $325,739 as of February 27, 2008.
The
number of shares of the issuer’s common stock outstanding, as of February 27,
2008 was 9,493,254.
Transitional
Small Business Disclosure
Format: Yes
X
No __
EXPLANATORY
NOTE
UHF
Incorporated is filing this Amendment on Form 10-KSB/A to amend our Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2007.
We are
filing this Amendment to disclose management’s assessment of the effectiveness
of our disclosure control and procedures and internal control over financial
reporting procedures as of December 31, 2007. The assessment may be
found in Item 8A contain elsewhere in this Amendment. Exhibit 31.1
has also been modified to disclose management’s design of internal control over
financial reporting as of December 31, 2007. The modified Exhibit
31.1 may be found elsewhere in this Amendment.
PART
I
[Items 6
- 12 of Model B of Form 1-A]
ITEM
6. 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 environmental liabilities or potential
environmental liabilities.
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. We cannot offer
any assurance that we will be able to effect any such business
transaction.
ITEM
7. DESCRIPTION
OF PROPERTY.
The Company neither owns nor 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
8. DIRECTORS,
EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES.
Information concerning the directors
and executive officers of the Company is set forth below. The Company
has no employees.
Ronald C. Schmeiser, age 78, 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
8A. CONTROL
AND PROCEDURES.
Management has designed and implemented
a policy and procedure for reviewing on a quarterly and annual basis our
disclosure controls and procedures and our internal control over financial
reporting. Management evaluated the effectiveness of the operation of
these disclosure controls and procedures and internal control over financial
reporting procedure as of December 31, 2007, and concluded based on this
evaluation that these controls and procedures are operating
effectively.
ITEM
9. REMUNERATION
OF DIRECTORS AND OFFICERS.
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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ITEM
10.
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SECURITY
OWNERSHIP OF MANAGEMENT AND CERTAIN
SECURITYHOLDERS.
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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 that own of record 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
|
Address
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Shares
Owned
|
|
Percent
of Class
|
|
- -
- -
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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 David L. Lichtenstein
whose address is 60 Port Perry Road, North Versailles,
PA 15137. By virtue of Dachris, Ltd’s holding, Mr.
Lichtenstein may be deemed to “control” the
Company.
|
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
|
Name
|
Positions
|
Shares
Owned
|
Percent
of Class
|
|
- -
- - - -
|
- -
- - - - - - - -
|
- -
- - - - - - - - --
|
- -
- - - - - - - - - - -
|
|
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Ronald
C. Schmeiser
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Director,
President and
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200,000
|
2.10
|
|
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Chief
Executive Officer
|
|
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ITEM
11. INTEREST
OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS.
None
ITEM
12. DESCRIPTION
OF SECURITIES.
The Company is authorized to issue up
to 50,000,000 shares of Common Stock, of which 9,493,254 are issued and
outstanding. All shares of Common Stock currently outstanding are
fully paid and nonassessable. The Common Stock has no preemptive or
conversion rights and no redemption or sinking fund provisions. All
shares have one vote on any matter submitted to a vote of shareholders, and the
holders thereof have cumulative voting rights in the election of
directors. Holders of the Common Stock are entitled to receive
dividends when and as declared by the Board of Directors out of funds legally
available therefor. Upon dissolution of the Company, the holders of
the Common Stock will be entitled to share ratably in the assets remaining after
the payment of indebtedness and other priority claims.
PART
II
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ITEM
1.
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MARKET
PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
|
Prior to January 24, 2007, there had
been no public trading market for our Common Stock. 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, 2007.
|
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High
|
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Low
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First
Quarter, beginning January 24, 2007
|
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$
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.65
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$
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.05
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Second
Quarter
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.26
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.12
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Third
Quarter
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.30
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.11
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Fourth
Quarter
|
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$
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.25
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$
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.15
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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 27,
2008. 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.
On
February 27, 2008, the closing price was $.11 per share.
ITEM
2. LEGAL
PROCEEDINGS.
To the Company’s knowledge, the Company
is not a party to any pending legal proceeding, and the Company is not aware of
any legal proceeding that may be contemplated against it by any governmental
authority.
ITEM
3. CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS.
None
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
2007.
ITEM
5. REPORTS
ON FORM 8-K
On February 12, 2007, we filed a
Current Report on Form 8-K reporting that our Common Stock had been cleared to
be quoted on the OTC Bulletin Board.
PART
F/S
UHF
INCORPORATED
FINANCIAL
STATEMENTS AND
INDEPENDENT
AUDITORS’ REPORT
December 31, 2007, 2006, and
2005
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,
2007 and 2006 and the related statements of operations and retained deficit and
cash flows for the years ended December 31, 2007, 2006, and
2005. 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,
2007 and 2006, and the results of its operations and its cash flows for the
years ended December 31, 2007, 2006, and 2005, in conformity with accounting
principles generally accepted in the United States of America.
LOUIS
PLUNG & COMPANY, LLP
Pittsburgh,
Pennsylvania
January
31, 2008
UHF
INCORPORATED
BALANCE
SHEETS
December 31, 2007 and
2006
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ASSETS
|
|
|
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2007
|
|
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2006
|
|
|
|
|
|
|
|
|
|
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CASH
|
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$
|
-
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$
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-
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|
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|
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ORGANIZATION
COST
|
|
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-
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-
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|
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TOTAL
ASSETS
|
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$
|
-
|
|
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$
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-
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|
|
|
|
|
|
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LIABILITIES AND
STOCKHOLDERS'
DEFICIT
|
|
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|
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|
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ACCRUED
EXPENSES
|
|
$
|
13,000
|
|
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$
|
10,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities
|
|
|
13,000
|
|
|
|
10,000
|
|
|
|
|
|
|
|
|
|
|
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COMMITMENTS
AND CONTINGENCIES
|
|
|
-
|
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-
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STOCKHOLDERS'
DEFICIT
|
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Common
stock, $.001 par value; 50,000,000 authorized
|
|
|
|
|
|
|
|
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shares,
9,493,254 issued and outstanding
|
|
|
9,481
|
|
|
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9,481
|
|
|
|
|
|
|
|
|
|
|
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PAID
IN CAPITAL
|
|
|
(9,481
|
)
|
|
|
(9,481
|
)
|
|
|
|
|
|
|
|
|
|
|
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RETAINED
DEFICIT
|
|
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(13,000
|
)
|
|
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(10,000
|
)
|
|
|
|
|
|
|
|
|
|
|
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Total
stockholders' deficit
|
|
|
(13,000
|
)
|
|
|
(10,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
$
|
-
|
|
|
$
|
-
|
|
The
accompanying notes are an integral part of these financial
statements.
UHF
INCORPORATED
STATEMENTS
OF OPERATIONS AND RETAINED DEFICIT
Years Ended December 31,
2007, 2006, and 2005
|
|
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2007
|
|
|
2006
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
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REVENUE
|
|
$
|
-
|
|
|
$
|
-
|
|
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$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING
EXPENSES
|
|
|
3,000
|
|
|
|
3,000
|
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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NET
INCOME
|
|
|
(3,000
|
)
|
|
|
(3,000
|
)
|
|
|
(3,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained
Deficit - Beginning of Year
|
|
|
(10,000
|
)
|
|
|
(7,000
|
)
|
|
|
(4,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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RETAINED
DEFICIT - END OF YEAR
|
|
$
|
(13,000
|
)
|
|
$
|
(10,000
|
)
|
|
$
|
(7,000
|
)
|
The
accompanying notes are an integral part of these financial
statements.
UHF
INCORPORATED
STATEMENTS
OF CASH FLOWS
Years Ended December 31,
2007, 2006, and 2005
|
|
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2007
|
|
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2006
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
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CASH
FLOWS FROM OPERATING ACTIVITY - NONE
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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CASH
FLOW FROM INVESTING ACTIVITIES - NONE
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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CASH
FLOWS FROM FINANCING ACTIVITIES - NONE
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
change in cash
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
- Beginning of Year
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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CASH
- END OF YEAR
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
The
accompanying notes are an integral part of these financial
statements.
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, 2006 and 2005, 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
- The following is a listing of new accounting
pronouncements issued by the Financial Accounting Standards Board (FASB) and
management’s assessment regarding the effect they will have on the Company’s
results of operations and financial position. Accounting
pronouncements consist of Statements of Financial Accounting Standards (SFAS)
and FASB Interpretations (FIN).
In
September 2006, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 157 ("FAS 157"), Fair Value Measurements,
which defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles ("GAAP"), and expands disclosures about
fair value measurements. FAS 157 applies under other accounting
pronouncements that require or permit fair value measurements. Prior
to FAS 157, there were different definitions of fair value and limited guidance
for applying those definitions in GAAP. Moreover, that guidance was
dispersed among the many accounting pronouncements that require fair value
measurements. Differences in that guidance created inconsistencies that added to
the complexity in applying GAAP. The changes to current practice
resulting from the application of FAS 157 relate to the definition of fair
value, the methods used to measure fair value, and the expanded disclosures
about fair value measurements. FAS 157 is effective for financial
statements issued for fiscal years beginning after November 15, 2007, and
interim periods within those fiscal years. The Company presently does
not expect the adoption of FAS 157 to have an effect on its financial
statements.
In
February 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 159 ("FAS 159"), The Fair Value Option for
Financial Assets and Financial Liabilities, which permits entities to choose to
measure many financial instruments and certain other items at fair value which
are not currently required to be measured at fair value. FAS 159 is
effective for financial statements issued for fiscal
UHF
INCORPORATED
NOTES TO FINANCIAL
STATEMENTS
years
beginning after November 15, 2007, and interim periods within those fiscal
years. The Company presently does not expect the adoption of FAS 159
to have an effect on its financial statements.
In
December 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 14IR ("FAS 141 R"), Business Combinations,
which establishes principles and requirements for how the acquirer recognizes
and measures in its financial statements the identifiable assets acquired, the
liabilities assumed, and any noncontrolling interest in the acquiree, goodwill
acquired in the business combination or a gain from a bargain
purchase. FAS 141R is effective for which the acquisition date is on
or after the beginning of the first annual reporting period beginning on or
after December 15, 2008. The Company presently does not expect the
adoption of FAS 14IR to have an effect on its financial statements.
In
December 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No.160 ("FAS 160"), Noncontrolling Interests in
Consolidated Financial Statements, which establishes accounting and reporting
standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. FAS 160 is effective for financial statements
issued for fiscal years beginning on or after December 15, 2008, and interim
periods within those fiscal years. The Company presently does not
expect the adoption of FAS 160 to have an effect on its financial
statements.
Management
does not believe that any other recently issued, but not yet effective
accounting pronouncements, if adopted, would have a material effect on the
accompanying 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.
PART
III
ITEM
1. INDEX
TO EXHIBITS.
(2) 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 herein by
reference.
SIGNATURE
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant 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:
|
August
15, 2008
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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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|
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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:
|
August
15, 2008
|
|
By:
|
/s/
Ronald
C.
Schmeiser
|
|
|
|
|
|
Ronald
C. Schmeiser
|
|
|
|
|
|
President,
Chief Executive
|
|
|
|
|
|
Officer
and Chief Financial Officer
|
- 12 -
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