UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[ X ] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the period ended November 30, 2008
[ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act
of 1934
For the transition period to
Commission File Number 333-134536
Regal Life Concepts, Inc.
___________________________________________________
(Exact name of Small Business Issuer as specified in its charter)
Nevada Pending
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
3723 E. Maffeo Road
Phoenix, Arizona, USA
89050
(Address of principal executive offices) (Postal or Zip Code)
Issuer's telephone number, including area code: 516-659-6677
(Former name, former address and former fiscal year, if changed since
last report)
Check whether the issuer (1) 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 issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days
Yes [ X ] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]
State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date: 46,816,665 shares of common stock with
par value of $0.001 per share outstanding as of January 12, 2009.
REGAL LIFE CONCEPTS, INC.
(FORMERLY NAMED REGAL ROCK, INC.)
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
NOVEMBER 30, 2008
REGAL LIFE CONCEPTS, INC.
(FORMERLY NAMED REGAL ROCK, INC.)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
(UNAUDITED)
November 30, 2008 February 28, 2008
ASSETS
CURRENT
Cash $649,614 $64,141
Prepaid expenses - 3,258
649,614 67,399
EQUIPMENT, net 3,280 3,408
$652,894 $70,807
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT
Accounts payable and
accrued liabilities $15,000 $23,989
Due to related party - 24,500
15,000 48,489
STOCKHOLDERS' EQUITY
Common stock (Note 2)
Authorized:
100,000,000 common shares,
par value $0.001 per share
Issued and outstanding:
46,816,665 common shares
(February 28, 2008 -
41,816,670) 46,816 41,817
Additional paid-in capital 889,617 106,783
Deficit accumulated during
the development stage (298,539) (126,282)
637,894 22,318
$652,894 $70,807
The accompanying notes are an integral part of these financial statements.
REGAL LIFE CONCEPTS, INC.
(FORMERLY NAMED REGAL ROCK, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
Cumulative from
Three Three Nine Nine July 1, 2005
Months Months Months Months (Date of
Ended Ended Ended Ended Inception) to
November November November November November
30, 2008 30, 2007 30, 2008 30, 2007 30, 2008
EXPENSES
Amortization $43 $42 $128 $128 $409
Bank charges
and interest 185 13 424 84 847
Filing and
transfer agent
fees 3 - 786 - 26,729
Management fees 1,500 1,500 4,500 4,500 18,500
Office 13,037 - 16,182 - 16,652
Professional
fees 48,142 4,500 96,164 4,500 160,136
Rental expenses - - 2,375 - 4,750
Travel and
promotion 14,556 - 51,698 - 70,516
NET LOSS $(77,466) $(6,055) $(172,257) $(9,212) $(298,539)
NET LOSS PER
SHARE - BASIC
AND DILUTED $(0.00) $(0.00) $(0.00) $(0.00)
WEIGHTED AVERAGE
NUMBER OF COMMON
SHARES OUTSTANDING
- - BASIC AND
DILUTED 46,450,366 41,150,000 44,217,274 41,150,000
The accompanying notes are an integral part of these financial statements.
REGAL LIFE CONCEPTS, INC.
(FORMERLY NAMED REGAL ROCK, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Cumulative from
Nine Nine July 1, 2005
Months Months (Date of
Ended Ended Inception) to
November November November
30, 2008 30, 2007 30, 2008
CASH FLOWS FROM
OPERATING
ACTIVITIES
Net loss $(172,257) $(9,212) $(298,539)
Non-cash items:
Amortization 128 128 409
Donated capital 4,500 4,500 18,500
Changes in non-
cash operating
working capital
items:
Prepaid expenses 3,258 (5,000) -
Accounts payable
and accrued
liabilities (8,989) (500) 15,000
NET CASH USED IN
OPERATING
ACTIVITIES (173,360) (10,084) (264,630)
CASH FLOWS FROM
INVESTING ACTIVITIES
Purchase of
equipment - - (3,689)
NET CASH USED
IN INVESTING
ACTIVITIES - - (3,689)
CASH FLOWS FROM
FINANCING ACTIVITIES
Due (to) from
related party (24,500) 7,000 -
Issuance of
common shares 783,333 100,000 917,933
NET CASH PROVIDED
BY FINANCING
ACTIVITIES 758,833 107,000 917,933
INCREASE IN
CASH 585,473 96,916 649,614
CASH,
BEGINNING 64,141 3,571 -
CASH, ENDING $649,614 $100,487 $649,614
SUPPLEMENTAL CASH FLOW INFORMATION:
CASH PAID FOR:
Interest $- $- $-
Income taxes $- $- $-
The accompanying notes are an integral part of these financial statements.
REGAL LIFE CONCEPTS, INC.
(FORMERLY NAMED REGAL ROCK, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIC PRESENTATION
Unaudited Interim Financial Statements
The accompanying unaudited interim financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and in accordance with the rules and regulations of the Securities
and Exchange Commission. They may not include all information and footnotes
required by generally accepted accounting principles for complete financial
statements. However, except as disclosed herein, there has been no material
changes in the information disclosed in the notes to the financial statements
for the year ended February 29, 2008, included in the Company's Form 10-K filed
with the Securities and Exchange Commission. The unaudited interim financial
statements should be read in conjunction with those financial statements
included in the Form 10-K. In the opinion of Management, all adjustments
considered necessary for a fair presentation, consisting solely of normal
recurring adjustments, have been made. Operating results for the nine months
ended November 30, 2008 are not necessarily indicative of the results that may
be expected for the year ending February 28, 2009.
2. COMMON STOCK
During the nine months ended November 30, 2008, the Company issued 4,333,330
units for total proceeds of $650,000. Each unit consist of one common share and
one share purchase warrant exercisable into one share of common stock at an
exercise price of $0.20 per share for a period of two years.
On October 21, 2008, the Company issued 666,665 common shares for the exercise
of 666,665 warrants for total proceeds of $133,333.
As at November 30, 2008, there are 4,333,335 warrants issued and outstanding.
FORWARD-LOOKING STATEMENTS
This Form 10-Q includes "forward-looking statements" within the meaning of the
"safe-harbor" provisions of the Private Securities Litigation Reform Act of
1995. Such statements are based on management's current expectations and are
subject to a number of factors and uncertainties that could cause actual results
to differ materially from those described in the forward-looking statements.
All statements other than historical facts included in this Form, including
without limitation, statements under "Plan of Operation", regarding our
financial position, business strategy, and plans and objectives of management
for the future operations, are forward-looking statements.
Although we believe that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such expectations will
prove to have been correct. Important factors that could cause actual results
to differ materially from our expectations include, but are not limited to,
market conditions, competition and the ability to successfully complete
financing.
ITEM 2. PLAN OF OPERATION
We will rely upon the stability of the North American retail sales market for
the success of our business plan. Future downturns in new residential
construction and home improvement activity may result in intense price
competition among building materials suppliers, which may adversely affect our
intended business.
Our products are used principally in new residential construction and in home
improvement, remodelling and repair work. The residential building materials
distribution industry is characterized by its substantial size, its highly
fragmented ownership structure and an increasingly competitive environment. The
industry can be broken into two categories: (i) new construction and (ii) home
repair and remodelling. We sell to customers in both categories.
Residential construction activity for both new construction and repair and
remodelling is closely linked to a variety of factors affected by general
economic conditions, including employment levels, job and household formation,
interest rates, housing prices, tax policy, availability of mortgage financing,
prices of commodity wood products, regional demographics and consumer
confidence.
The residential building materials distribution industry has undergone
significant changes over the last three decades. Prior to the 1970s,
residential building products were distributed almost exclusively by local
dealers, such as lumberyards and hardware stores. These channels served both
the retail consumer and the professional builder. These dealers generally
purchased their products from wholesale distributors and sold building products
directly to homeowners, contractors and homebuilders. In the late 1970s and
1980s, substantial changes began to occur in the retail distribution of building
products. The introduction of the mass retail, big box format by The Home Depot
began to alter this distribution channel, particularly in metropolitan markets.
They began to alter this distribution channel by selling a broad range of
competitively priced building materials to the homeowner and small home
improvement contractor.
Our plan of operation for the twelve months following the date of this
report is to enter into distribution agreements with flooring distributors and
retail stores, providing for the sale of our bamboo flooring.
We intend to develop our retail network by initially focusing our marketing
efforts on larger chain stores that sell various types of flooring, such as Home
Depot. These businesses sell more flooring, have a greater budget for in-stock
inventory and tend to purchase a more diverse assortment of flooring. In 2008,
we anticipate expanding our retail network to include small to medium size
retail
businesses whose businesses focus is limited to the sale of flooring. Any
relationship we arrange with retailers for the wholesale distribution of our
flooring will be non-exclusive. Accordingly, we will compete with other
flooring vendors for positioning of our products in retail space.
Even if we are able to receive an order commitment, some larger chains will only
pay cash on delivery and will not advance deposits against orders. Such a policy
may place a financial burden on us and, as a result, we may not be able to
deliver the order. Other retailers may only pay us 30 or 60 days after delivery,
creating an additional financial burden.
We intend to retain one full-time sales person in the next six months, as well
as an additional full-time sales person in the six months thereafter. These
individuals will be independent contractors compensated solely in the form of
commission based upon bamboo flooring sales they arrange. We expect to pay each
sales person 12% to 15% of the net profit we realize from such sales.
We therefore expect to incur the following costs in the next 12 months in
connection with our business operations:
Marketing costs: $20,000
General administrative costs: $10,000
Total: $30,000
In addition, we anticipate spending an additional $20,000 on administrative
fees. Total expenditures over the next 12 months are therefore expected to be
$50,000.
Meantime, we are undertaking additional investment and due diligence review of
the Amaravati resort located in Chiang Mai, Thailand. On November 5, 2008, the
Company announced that it has added Thailand-based Ronald Decter, a hospitality
industry veteran and expert in traditional Ayurveda health programs, to the
Company's Advisory Board to help identify and evaluate spa/resort acquisition
opportunities throughout Thailand, Vietnam and Bali.
The company is also in the process of completing due diligence investigations on
a wine distributor in China. During the quarter, we have entered into a Letter
of Intent to acquire up to a 51% equity interest in Guangzhou Awa Wine Co.,
Ltd., a China-based wine import and distribution company. The Company intends to
diversify its business efforts in 2009 to focus on health, wellness and
lifestyle arena.
In the prior quarter, the Company completed upon the previously announced sale
of up to $750,000 in the private placement of its pre-split securities at $0.75
per Unit. Each Unit to consist of one pre-split share of the Company's common
stock and one pre-split common share purchase warrant (a "Warrant"). Each
Warrant is exercisable into one pre-split share of Common Stock at an exercise
price of US$1.00 per Warrant Share, for a period of two years. The private
placement is intended to finance potential acquisition and working capital
requirements, including administrative expenses and costs incurred in connection
with our review of potential projects. Although the completion of the private
placement financing allows us to have sufficient funds for any immediate working
capital needs, additional funding may still be required in the form of equity
financing from the sale of our common stock. However, we do not have any
arrangements in place for any future equity financing.
If we are unable to raise the required financing, we will be delayed in
conducting our business plan.
Our ability to generate sufficient cash to support our operations will be based
upon our sales staff's ability to generate bamboo flooring sales. We expect to
accomplish this by securing a significant number of agreements with large and
small retailers and by retaining suitable salespersons with experience in the
retail sales sector.
RESULTS OF OPERATIONS FOR PERIOD ENDING NOVEMBER 30, 2008
We did not earn any revenues in the three-month period ended November 30, 2008.
During the same period, we incurred operating expenses of $77,466 consisting of
professional fees of $48,142, travel and promotional expenses of $14,556,
management fees of $1,500, office charges of $13,037, transfer agent fees of $3,
amortization charges of $43 and bank charges of $185.
At November 30, 2008, we had assets of $652,894 consisting of $649,614 in cash,
and equipment recorded at $3,280. We have $15,000 in liabilities as of November
30, 2008.
We have not attained profitable operations and are dependent upon obtaining
financing to pursue exploration activities. For these reasons our auditors
believe that there is substantial doubt that we will be able to continue as a
going concern.
ITEM 3 CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS
We evaluated the effectiveness of our disclosure controls and procedures as of
November 30, 2008. This evaluation was conducted by Eric Wildstein, our chief
executive officer and Xiao Wen Quan, our director and principal financial
officer.
Disclosure controls are controls and other procedures that are designed to
ensure that information that we are required to disclose in the reports we file
pursuant to the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported.
LIMITATIONS ON THE EFFECTIVE OF CONTROLS
Our management does not expect that our disclosure controls or our internal
controls over financial reporting will prevent all error and fraud. A control
system, no matter how well conceived and operated, can provide only reasonable,
but no absolute, assurance that the objectives of a control system are met.
Further, any control system reflects limitations on resources, and the benefits
of a control system must be considered relative to its costs. These limitations
also include the realities that judgments 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 a control. A
design of a control system is also based upon certain assumptions about
potential future conditions; over time, controls may become inadequate because
of changes in conditions, or the degree of compliance with the policies or
procedures may deteriorate. Because of the inherent limitations in a cost-
effective control system, misstatements due to error or fraud may occur and may
not be detected.
CONCLUSIONS
Based upon their evaluation of our controls, Eric Wildstein, our chief
executive
officer and Xiao Wen Quan, our director and principal financial officer, have
concluded that, subject to the limitations noted above, the disclosure controls
are effective providing reasonable assurance that material information relating
to us is made known to management on a timely basis during the period when our
reports are being prepared. There were no changes in our internal controls that
occurred during the quarter covered by this report that have materially
affected, or are reasonably likely to materially affect our internal controls.
PART II- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any pending legal proceeding. Management is not
aware of any threatened litigation, claims or assessments.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORT ON FORM 8-K
31.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Current Reports on Form 8-K
During the quarter ended November 30, 2008, we filed the following current
report
on Form 8-K:
On November 28, 2008, we filed a current report on Form 8-K disclosing that Xiao
Wen Quan of the People's Republic of China had been appointed as director and
principal financial officer in place of Wu Chih Chun.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
January 12, 2009
Regal Life Concepts, Inc.
/s/ Eric Wildstein
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Eric Wildstein, President