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UHF INC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equity Securities, Changes in Registrant's Certifying Accountant, Changes in Control or Registrant, Change in Directors or Principal Officers, Change in Shell Company Status, Financial Statements and Exhibits

July 7, 2014

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On June 30, 2014, we entered into and closed a share exchange agreement, or the Target Share Exchange Agreement, with Target Acquisitions I, Inc., a Delaware corporation ("Target"), and the stockholders of Target (the "Target Stockholders"), pursuant to which we acquired 100% of the issued and outstanding capital stock of Target in exchange for a total of 43,375,638 shares of our common stock and one share of our series A convertible preferred stock, convertible into an additional 17,839,800 shares of common stock. Since our certificate of incorporation only authorizes the issuance of 50,000,000 shares of common stock, we did not have sufficient authorized but unissued shares of common stock in order to complete the acquisition of Target, and so our Board of Directors authorized the issuance to one of the Target Stockholders of one share of series A convertible preferred stock convertible into 17,839,800 shares of common stock at such time as we amend our certificate of incorporation to increase the number of authorized shares of common stock or merge with and into another corporation which has sufficient shares of authorized but unissued shares of common stock for issuance upon conversion. The series A convertible preferred stock votes together with the common stock on an as converted basis on all matters submitted to stockholders, including the election of directors, with the one outstanding share of series A convertible preferred stock entitled to 17,839,800 votes. As of June 30, 2014, we had outstanding 45,926,278 shares of common stock and one share of series A convertible preferred stock. The foregoing description of the terms of the Target Share Exchange Agreement is qualified in its entirety by reference to the provisions of the agreement filed as Exhibit 2.4 to this report, which are incorporated by reference herein.



ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On June 30, 2014, we then a shell company, completed a reverse acquisition transaction through a share exchange with Target and the Target Stockholders whereby we acquired 100% of the outstanding shares of common stock of Target in exchange for a total of 43,375,638 shares of our common stock and one share of our series A convertible preferred stock convertible into an additional 17,839,800 shares common stock at such time as we amend our certificate of incorporation to increase the number of authorized shares of common stock or merge with and into another corporation which has sufficient shares of authorized but unissued shares of common stock for issuance upon conversion. The series A convertible preferred stock votes together with the common stock on an as converted basis on all matters submitted to stockholders, including the election of directors, with the one outstanding share of series A convertible preferred stock entitled to 17,839,800 votes. As a result of the reverse acquisition, Target became our wholly-owned subsidiary and the former stockholders of Target became our controlling stockholders. For accounting purposes, the share exchange transaction with Target and the Target Stockholders was treated as a reverse acquisition, with Target as the acquirer and UHF as the acquired party. As a result of our acquisition of Target, we now own all of the issued and outstanding capital stock of Real Fortune BVI, which in turn owns all of the issued and outstanding capital stock of Real Fortune Holdings Limited, a Hong Kong limited company ("Real Fortune HK"), which in turn owns all of the issued and outstanding capital stock of Zhangjiakou TongDa Mining Technologies Service Co., Ltd., a Chinese limited company ("China Tongda"). China Tongda has entered into a series of agreements with Zhuolu Jinxin Mining Co., Ltd., a Chinese limited company ("China Jinxin") and its shareholders pursuant to which China Tongda effectively controls the operations of China Jinxin and is entitled to receive the pre-tax profits of China Jinxin. China Jinxin is an iron ore processing and high grade iron ore concentrate producer. China Jinxin has an iron ore concentrate production line located on the Zhuolu Mine, with an annual capacity of approximately 300,000 tons and associated plant and office buildings. The Zhuolu Mine is located in Zhuolu County, Zhangjiakou City, Hebei Province, China. Real Fortune BVI was established in the BVI in September 2010 to serve as an intermediate holding company. Real Fortune HK was established in HK in April 2010. China Tongda was established in the PRC in August 2010, and in August 2010, the local government of the PRC issued a certificate of approval regarding the foreign ownership of China Tongda by Real Fortune HK. China Jinxin, our operating affiliate, was established in the PRC in December 2006. 1 -------------------------------------------------------------------------------- On January 17, 2014, China Tongda acquired all of the outstanding shares of Haixing Huaxin Mining Industry Co., Ltd. ("China Huaxin"), which is expected to produce Direct Reduced Iron (DRI) using advanced reduction rotary kiln technology with iron sand as the principal raw material. China Huaxin intends to import iron sands from New Zealand, Australia, Indonesia and the Philippines. To date China Huaxin has conducted no business activities other than construction of its DRI production facility (the "DRI Facility") in Haixing County, Hebei Province, about 50 km from the nearest port. The total amount expended to construct the DRI Facility, inclusive of both hard and soft costs, was approximately 244,270,000 RMB or US $39 million and China Huaxin currently has liabilities of approximately 233,470,000 RMB or US$38 million. Construction of . . .



ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

Reference is made to the disclosure set forth Item 2.01 of this Current Report under the caption "Recent Sales of Unregistered Securities", which disclosure is incorporated by reference into this section.



ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

Reference is made to the disclosure set forth Item 2.01 of this Current Report under the caption "Change in Registered Independent Certified Public Accountant", which disclosure is incorporated by reference into this section.

ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT

Reference is made to the disclosure set forth under Item 2.01 of this report, which disclosure is incorporated herein by reference.

As a result of the closing of the reverse acquisition with Target Acquisitions I, Inc., the former stockholders of Target Acquisitions I, Inc. own approximately 96% of the outstanding voting shares of our company.

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On June 30, 2014, immediately prior to 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, aged 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. 68

-------------------------------------------------------------------------------- Mr. Zhengting Deng, aged 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.



ITEM 5.06 CHANGE IN SHELL COMPANY STATUS

Prior to the closing of the reverse acquisition, UHF Incorporated was a "shell company" as defined in Rule 12b-2 of the Exchange Act. As described in Item 2.01 above, which is incorporated by reference into this Item 5.06, UHF Incorporated ceased being a shell company upon completion of the reverse acquisition on June 30, 2014.



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements of Business Acquired

69 --------------------------------------------------------------------------------

TARGET ACQUISITIONS I, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2013 AND 2012 Contents Page Report of Independent Registered Public Accounting F-1 Firm Consolidated Financial Statements: Consolidated Balance Sheets as of December 31, 2013 and F-2 2012 Consolidated Statements of Income and Other Comprehensive Income for the Years Ended December F-3 31, 2013 and 2012 Consolidated Statements of Cash Flows for the Years F-4 Ended December 31, 2013 and 2012 Consolidated Statements of Shareholders' Equity for the F-5 Years Ended December 31, 2013 and 2012 Notes to Consolidated Financial Statements F-6-18

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Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Target Acquisition I, Inc. We have audited the accompanying consolidated balance sheets of Target Acquisitions I, Inc. and Subsidiaries (the "Company") as of December 31, 2013 and 2012, and the related consolidated statements of operations, stockholders' equity and other comprehensive loss, and consolidated cash flows for the years ended December 31, 2013 and 2012. 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 audit 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 also 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 Target Acquisitions I, Inc. and Subsidiaries as of December 31, 2013 and 2012, and the results of its operations and its cash flows for each of the years ended December 31, 2013 and 2012, in conformity with U.S. generally accepted accounting principles. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. For the year ended December 31, 2013, the Company incurred a net loss of $1.9 million, had negative cash flows from operating activities of $0.9 million and had a working capital deficiency of $10.4 million. These factors, among others, as discussed in Note 2 to the consolidated financial statements, raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Goldman Kurland and Mohidin, LLPEncino, CaliforniaApril 15, 2014 F-1

-------------------------------------------------------------------------------- TARGET ACQUISITIONS I, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2013 AND DECEMBER 31, 2012 2013 2012 ASSETS CURRENT ASSETS Cash & equivalents $ 27,310$ 28,302 Inventory 692,859 671,728 Other receivable 4,891 4,744 Total current assets 725,060 704,774 NONCURRENT ASSETS Property and equipment, net 8,071,846 8,632,604 Intangible assets, net 536,697 560,132 Construction in progress 7,432,928 1,092,722 Advance to suppliers for construction 1,051,458 389,786 Deferred tax assets 3,356 3,256 Total noncurrent assets 17,096,285 10,678,499 TOTAL ASSETS $ 17,821,345$ 11,383,273



LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable $ 248$ 239 Accrued liabilities and other payables 608,621 526,383 Income tax payable 135,594 131,528 Payable to contractors 902,098 - Advance from related party 9,466,133 1,465,541 Total current liabilities 11,112,694 2,123,691 NONCURRENT LIABILITIES Payable to contractors - 875,030 Accrued expense 13,426 13,023 Total noncurrent liabilities 13,426 888,053 Total liabilities 11,126,120 3,011,744 STOCKHOLDERS' EQUITY Preferred stock: $0.001 par value; 10,000,000 shares authorized, no shares issued and outstanding - - Common stock, $0.001 par value; authorized shares 100,000,000; issued and outstanding 8,000,100 8,000 8,000 Additional paid in capital 5,296,312 5,296,312 Statutory reserves 557,253 557,253 Accumulated other comprehensive income 794,673 568,318 Retained earnings 38,987 1,941,646 Total stockholders' equity 6,695,225 8,371,529 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 17,821,345$ 11,383,273 F-2

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TARGET ACQUISITIONS I, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS YEARS ENDED DECEMBER 31, 2013 AND 2012 Year Ended December 31, 2013 2012 Operating expenses General and administrative $ 1,902,271$ 1,649,372 Loss from operations (1,902,271 ) (1,649,372 )



Non-operating income (expenses)

Interest income 80 188 Other 48 (874 ) Financial expense (516 ) (431 ) Total non-operating expenses, net (388 ) (1,117 )

Loss before income tax (1,902,659 ) (1,650,489 ) Income tax benefit - (8,388 ) Net loss (1,902,659 ) (1,642,101 ) Other comprehensive income Foreign currency translation gain 226,355 17,748 Net comprehensive loss $ (1,676,304 )$ (1,624,353 )



Basic weighted average shares outstanding 8,000,100 8,000,100

Basic net loss per share $ (0.24 )$ (0.21 ) F-3

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TARGET ACQUISITIONS I, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2013 AND 2012 2013 2012



CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss $ (1,902,659 ) $



(1,642,101 )

Adjustments to reconcile net loss to



net cash

used in operating activities: Depreciation and amortization 873,476



1,047,726

(Increase) decrease in assets and



liabilities:

Inventory (346 ) 2,038 Other receivable - (4,724 ) Accounts payable - 238 Accrued liabilities and other payables 68,616 (595,149 )

Net cash used in operating activities (960,913 )



(1,191,972 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Construction in progress (6,187,412 )



(892,405 )

Advance to suppliers for construction (637,357 )



(388,119 )

Acquisition of property, plant & equipment (21,306 )



(25,636 )

Net cash used in investing activities (6,846,075 )



(1,306,160 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Advance from related party 7,805,155 1,459,272 Payable to contractor - 871,287 Net cash provided by financing activities 7,805,155



2,330,559

EFFECT OF EXCHANGE RATE CHANGE ON CASH &

EQUIVALENTS 841



(241 )

NET DECREASE IN CASH & EQUIVALENTS (992 )



(167,814 )

CASH & EQUIVALENTS, BEGINNING OF YEAR 28,302



196,116

CASH & EQUIVALENTS, END OF YEAR $ 27,310 $



28,302

Supplemental Cash flow data: Income tax paid $ - $ - Interest paid $ - $ - F-4

-------------------------------------------------------------------------------- TARGET ACQUISITIONS I, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY YEARS ENDED DECEMBER 31, 2013 AND 2012 Additional Accumulated other Total paid in Statutory Retained comprehensive stockholders' Shares Amount capital reserves earnings income Equity Balance at January 1, 2012 8,000,100 $ 8,000 $

5,296,312 $ 557,253$ 3,583,747 $ 550,570 $ 9,995,882 Net loss - - - - (1,642,101 ) - (1,642,101 ) Foreign currency translation gain - - - - - 17,748 17,748 Balance at December 31, 2012 8,000,100 8,000 5,296,312 557,253 1,941,646 568,318 8,371,529 Net loss - - - - (1,902,659 ) - (1,902,659 ) Foreign currency translation gain - - - - - 226,355 226,355 Balance at December 31, 2013 8,000,100 $ 8,000$ 5,296,312$ 557,253$ 38,987 $ 794,673 $ 6,695,225 F-5

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TARGET ACQUISITIONS I, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2013 AND 2012



1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Target Acquisitions I, Inc. ("the Company" or "Target" or "Group") was incorporated in Delaware on June 27, 2008.

Effective October 1, 2011, the Company entered into a share exchange with China Real Fortune Mining Limited ("Real Fortune BVI"), and shareholders, pursuant to which the Company acquired 100% of the issued and outstanding capital stock of Real Fortune BVI for 8,000,000 of the Company's common shares. Immediately prior to the consummation of the share exchange, there were 100 shares of the Company's common stock outstanding (after retirement of 4,999,900 common shares). Upon completion of the foregoing transactions, the Company had 8,000,100 shares of common stock issued and outstanding. Real Fortune BVI was incorporated on September 13, 2010 in the British Virgin Islands ("BVI") to serve as an intermediate holding company. The acquisition of Real Fortune BVI was accounted for as a recapitalization effected by a share exchange, wherein Real Fortune BVI was considered the acquirer for accounting and financial reporting purposes with no adjustment to the historical basis of its assets and liabilities. Real Fortune BVI's shareholders become the Company's majority shareholders and control the Company. Target was a non-operating public shell prior to the acquisition. As a result of the acquisition of Real Fortune BVI, Target is no longer a shell company. Pursuant to Securities and Exchange Commission ("SEC") rules, the merger or acquisition of a private operating company into a non-operating public shell with nominal net assets is considered a capital transaction in substance, rather than a business combination. As a result, the accompanying consolidated financial statements were retroactively restated to reflect the recapitalization. Zhangjiakou Tongda Mining Technologies Service Co., Ltd. ("China Tongda") was incorporated on August 17, 2010 as a wholly foreign owned entity under the laws of the People's Republic of China ("PRC"). China Tongda is 100% owned by Real Fortune Holding Limited ("Real Fortune HK"), a company incorporated and registered in Hong Kong on April 23, 2010 by Changkui Zhu, the CEO of the Company, who then owned 100% of Real Fortune HK. On April 14, 2011, Mr. Zhu sold 100% of his ownership interest in Real Fortune HK to Real Fortune BVI for HKD 10,000 ($1,286), which was the registered share capital of Real Fortune HK. Both China Tongda and Real Fortune HK had no operations at the time of ownership transfer. Accordingly, since April 14, 2011, Real Fortune HK has been 100% owned by Real Fortune BVI. Real Fortune BVI is ultimately owned by a group of shareholders who are the shareholders of Zhuolu Jinxin Mining Co., Ltd. ("China Jinxin"). Therefore, China Tongda was directly controlled by Real Fortune HK, and Real Fortune HK was directly controlled by Real Fortune BVI prior to the execution of a series of contractual agreements between China Tongda and China Jinxin in May 2011, described below. China Jinxin was incorporated in China on December 21, 2006. China Jinxin is engaged in iron ore processing and concentrate production in the PRC. The main product of China Jinxin is iron ore concentrate. On May 9, 2011, China Jinxin and its shareholders entered into a series of agreements, including a Management Entrustment, an Exclusive Purchase Option and Equity Pledge Agreements with China Tongda, and each shareholder of China Jinxin granted China Tongda an irrevocable power of attorney to appoint China Tongda as its attorney-in-fact to exercise all of its rights as equity owner of China Jinxin. According to these agreements, Wholly Foreign Owned Enterprise ("WFOE") acquired management control of China Jinxin whereby WFOE is entitled to all net profits of China Jinxin as a management consultation and technical supporting fee, and is obligated to manage and fund China Jinxin's operations and pay its debts. As a result of these agreements, China Tongda is considered the primary beneficiary of China Jinxin, and China Tongda must consolidate the results of operations of China Jinxin, as China Tongda contractually controls the management of China Jinxin and China Jinxin granted an irrevocable proxy to China Tongda or its designee as defined in ASC Topic 810, "Consolidation". Consolidation of Variable Interest Entities ("VIE"), included in ASC Topic 810, requires certain VIEs to be consolidated by the entity's primary beneficiary if the equity investors in the entity do not have the characteristics of a controlling financial interest or sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. F-6 -------------------------------------------------------------------------------- The Management Entrustment Agreement is for 30 years, or until May 9, 2041, and will be extended automatically for successive 10 year periods thereafter, except that the agreement will terminate (i) at the expiration of the initial 30-year term, or any 10-year renewal term, if WFOE notifies China Jinxin not less than 30 days prior to the applicable expiration date that it does not want to extend the term, (ii) upon prior written notice from WFOE, or (iii) upon the date WFOE acquires all of the assets, or at least 51% of the equity interests, of China Jinxin. The term of each Exclusive Purchase Option Agreement is 30 years, or until May 9, 2041, and will be extended automatically for successive 10-year periods thereafter, unless WFOE notifies China Jinxin and the shareholder of China Jinxin granting the option at least 30 days prior to the applicable expiration date that it does not want to extend the option.



China Jinxin's results of operations, assets and liabilities are consolidated in the Company's financial statements from the earliest period presented. The Group's structure as of December 31, 2013 is as follows:

[[Image Removed]] Through contractual arrangements among China Tongda and China Jinxin, and its shareholders, the Company controls China Jinxin's operations and financial affairs. As a result of these agreements, China Tongda is considered the primary beneficiary of China Jinxin (see Note 2) and accordingly, China Jinxin's results of operations and financial condition are consolidated in the Group financial statements. All issued and outstanding shares of China Jinxin are held by 15 Chinese citizens. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES . . .


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