UHF INC FILES (8-K) Disclosing Changes in Control or Registrant, Change in Directors or Principal Officers, Financial Statements and Exhibits

Edgar Glimpses |

Item 5.01 Changes in Control of Registrant

On June 24, 2014, certain of our directors, officers, principal stockholders and two other stockholders sold a total of 11,024,444 shares of our common stock, representing approximately 95\% of our then outstanding shares of common stock, to HC Consulting Limited, a Hong Kong entity ("HC Consulting"), pursuant to a Stock Purchase Agreement dated as of June 19, 2014 (the "HC Consulting Transaction"). As a result, HC Consulting became the principal stockholder of the Company. The following individuals and entities sold the number of shares indicated below to HC Consulting in the HC Consulting Transaction:

Name of Name of Position Number of Shares

Record Beneficial Stockholder Owner Frontera Omar Cunha Director, 1,986,248 Holdings CEO and Limited President Partnership Lawrence Lawrence Director, 1,986,250 Burstein Burstein Treasurer and Secretary

WIT Global Sidney Levy Director 1,986,248 Services Inc.

Nissen Selmo --- 1,986,248 Investments Nissenbaum LLC Peter van Peter van --- 1,986,248

Voorst Vader Voorst Vader

Shelly Shelly ---- 546,601 Schoppe Schoppe Wayne Wayne ---- 546,601 Brannan Brannan

On June 24, 2014, in conjunction with the closing of the HC Transaction, our then Board of Directors elected Changkui Zhu and Zhengting Deng as directors of the Company, and Mr. Zhu as Chief Executive Officer and Mr. Deng as Chief Financial Officer, of the Company, effective upon the closing, and Messrs. Cunha and Burstein resigned all of their positions with the Company, and Messrs. Levy and Vincent J. McGill resigned as directors of the Company, effective at the closing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Office



On June 24, 2014, in conjunction with the closing of the HC Transaction, our then Board of Directors elected Changkui Zhu and Zhengting Deng as directors of the Company, and Mr. Zhu as Chief Executive Officer and Mr. Deng as Chief Financial Officer, of the Company, effective upon the closing, and Messrs. Cunha and Burstein resigned all of their positions with the Company, and Messrs. Levy and Vincent J. McGill resigned as directors of the Company, effective at the closing.

Mr. Changkui Zhu, age 51, the chief executive of officer of our company, has been CEO of Zhuolu Jinxin Mining Co., Ltd. since 2009. Mr. Zhu has over 15 years of experience in production and quality control in the mining industry. From 1997 to 2009 Mr. Zhu was a Vice President of Shandong Dashan Mining Co., Ltd. In such capacity Mr. Zhu evaluated the economic feasibility of prospective mines and designed exploration projects. In addition, he monitored daily mining activities, provided technical support and designed safety training programs. In 1986, Mr. Zhu graduated from Tianjin Second Institute of Light Industry with a degree in mining.

Mr. Zhengting Deng, age 48, the chief financial officer of our company, has been the chief accountant of Zhuolu Jinxin Mining Co., Ltd. since January 2010. From 2007 to 2010, Mr. Deng was an independent financial consultant. As an independent consultant, Mr. Deng assisted various companies in establishing internal control systems and effectuating improvements to their organizational structure and corporate accounting systems. From 1995 to 2006, Mr. Deng was a financial manager in Shenzhen Xindawei Printing Co., Ltd. Mr. Deng graduated from Zhongnan University in 1987 with a bachelor's degree in Economics and Law.

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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits Exhibit No. Description 10.1 Stock Purchase Agreement dated as of June 19, 2014 among certain directors, officers and other stockholders of the Company and HC Consulting Limited.

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