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CUSIP NO.
902727 10 6
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SCHEDULE 13D
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1
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NAME OF REPORTING PERSONS
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.74%*
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14
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TYPE OF REPORTING PERSON
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___________
* Based upon 50,000,000 shares of the Issuer's common stock issued and
outstanding as of August 11, 2011.
Item 1. Security and Issuer
This statement relates to the purchase by the Reporting Person of 9,369,893
shares of the common stock, $.001 par value (the "Shares"), of UHF Incorporated (the "Issuer"), having its principal executive offices c/o Unity Venture Capital Associates Ltd., 1270 Avenue of the Americas, New York, New York 10020.
Item 2. Identity and Background
(a) The reporting person for purposes of this statement is Nissen Holdings & Co. Ltd.(the "Reporting Person"). Selmo Nissenbaum (the "Control
Person") controls the Reporting Person, owning all of its issued and outstanding capital stock and serving as the sole officer (President) and director of the Reporting Person.
(b) The business address of the Reporting Person is c/o Unity Venture Capital Associates Ltd., 1270 Avenue of the Americas, New York, New York 10020.
(c) The Reporting Person's principal business is that of investing in
business entities.
(d) Neither the Reporting Person nor the Control Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Neither the Reporting Person nor the Control Person has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
(f) The Reporting Person was organized under the laws of Brazil.
Item 3. Source and Amount of Funds
The source of the funds, in the aggregate sum of $60,000, used by the Reporting Person to acquire the Shares to which this statement relates was working capital.
Item 4. Purpose of Transaction
The Reporting Person purchased the Shares, representing approximately 18.74% of the outstanding shares of common stock of the Issuer, concurrently with purchases by four other investors (the “Other Investors”) of an aggregate of 37,481,275 shares of common stock of the Issuer. The Reporting Person and the Other Investors acquired their shares with the intention of using the Issuer, a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended),as a vehicle to acquire the business operations of a third party or to be acquired by an operating business entity (either, a "Business Transaction"). However, the Reporting Person and the Other Investors are not acting in concert or as a “group.”
Although all 50,000,000 shares of the Issuer’s authorized common stock are outstanding, the Reporting Person has entered into an agreement with the Issuer to purchase additional shares of common stock (the “Additional Share Purchase”), subject to the Issuer’s reincorporation in Delaware and a recapitalization changing the number of the Issuer’s outstanding shares of common stock so that a sufficient number of shares are available for issuance
to the Reporting Person for the Additional Share Purchase (the “Recapitalization Transaction”). Assuming the number of authorized shares of the Issuer’s common stock was in excess of 50,000,000, the Reporting Person would purchase an additional 468,515 shares of the Issuer’s common stock for a total purchase price of $3,000 (or $0.0064 per share). The Reporting Person also entered into an Option Agreement with another individual pursuant to which that individual could purchase up to 728,790 shares of the Issuer’s common stock from the Reporting Person for a total purchase price of $4,666.59 (or $0.0064 per share) at any time after the completion of the Recapitalization Transaction and prior to October 1, 2016 (the “Option”).
(a) Except for the proposed Business Transaction, the Additional Share Purchase and the Option, the Reporting Person does not have any plan or proposal which relates to or which would have the effect of any acquisition of additional, or disposition of any, securities of the Issuer.
(b) Except for the proposed Business Transaction, the Reporting Person does not have any plan or proposal which relates to or would result in an extraordinary transaction involving the Issuer or any subsidiary of the Issuer.
(c) Except for the proposed Business Transaction, the Reporting Person does not have any plan or proposal which relates to or would result in a
sale or transfer of a material amount of the assets of the Issuer or any
subsidiary of the Issuer.
(d) Neither the Reporting Person nor the Control Person has any plan or proposal to change the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board.
(e) Except for the change of control which resulted from the purchase of the Shares by the Reporting Person and the Other Investors, the Recapitalization Transaction and the proposed Business Transaction, neither the Reporting Person nor the Control Person has any further plan or proposal which relates to or would result in a material change in the Issuer's present capitalization or dividend policy.
(f) Except for the proposed Business Transaction, neither the Reporting Person nor the Control Person has any plan or proposal which relates to or would result in a material change in the business or corporate structure of the Issuer.
(g) Except for the Recapitalization Transaction and the proposed Business Transaction, neither the Reporting Person nor the Control Person has any plan or proposal which relates to or would result in a change in the Issuer's charter, by-laws or instruments corresponding thereto which may impede the acquisition of the Issuer by any person.
(h) Neither the Reporting Person nor the Control Person has any plan or proposal which relates to or would result in causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association.
(i) Neither the Reporting Person nor the Control Person has any plan or proposal which relates to or would result in a class of equity securities of the Issuer becoming eligible for termination or registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended.
(j) Neither the Reporting Person nor the Control Person has any plan or proposal which relates to or would result in any action similar to those described in paragraphs (a) through (i) above.
Item 5. Interest in Securities of the Issuer
(a) Following the purchase of the Shares, the Reporting Person owns an
aggregate of 9,369,893 shares of the Issuer’s common stock, constituting 18.74% of the issued and outstanding shares of the Issuer's common stock based upon the 50,000,000 shares of Issuer's common stock issued and outstanding as of August 11, 2011.
(b) The Control Person has sole power to vote or direct the vote of the Shares and the sole power to dispose or to direct the disposition of the Shares.
(c) Neither the Reporting Person nor the Control Person has effected any transaction involving the Issuer's securities within the sixty (60) preceding days, except for the acquisition of the Shares in the following transactions:
On August 11, 2011, the Reporting Person purchased 8,103,509 shares of the Issuer’s common stock from the Issuer for a purchase price of $26,700 ($0.00329 per share) pursuant to a Subscription Agreement and an additional 1,266,384 shares of the Issuer’s common stock for a purchase price of $33,300 ($0.02630 per share) from Dachris Ltd., which was then the controlling shareholder of the Issuer, pursuant to a Stock Purchase Agreement. In addition, the Reporting Person will acquire additional shares of the Issuer’s common stock upon completion of the Recapitalization Transaction as a result of the Additional Share Purchase.
(d) No person other than the Control Person has the right to receive or the right to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Neither the Reporting Person nor the Control Person has any contract, arrangement, understanding or relationship with any person with respect to the Shares except for the Option described above.
Item 7. Material to be filed as Exhibits
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Exhibit No.
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Description
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1.
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Subscription Agreement by and among the Issuer and Lawrence
Burstein, Omar Cunha, Peter van Voorst Vader, Sidney Levy and Selmo Nissenbaum (incorporated by reference to Exhibit 10.1 to the Issuer’s Current report on Form 8-K filed on August 18, 2011).
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2.
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Stock Purchase Agreement dated as of August 1, 2011 by and
among Dachris Ltd. and Lawrence Burstein, Omar Cunha, Peter van Voorst Vader,Sidney Levy and Selmo Nissenbaum (incorporated by reference to Exhibit 10.2 to the Issuer’s Current report on Form 8-K filed on August 18, 2011).
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3.
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Form of Subscription Agreement by and among the Issuer and
Lawrence Burstein, Omar Cunha, Peter van Voorst Vader, Sidney Levy, Selmo Nissenbaum, Shelley Schoppe and Wayne Brannan.
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4.
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Form of Option Agreement dated as of August 3, 2011 by and
among the Issuer, Lawrence Burstein, Omar Cunha, Peter van Voorst Vader, Sidney Levy, Selmo Nissenbaum and Wayne Brannan.
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