10-Q 1 regal10q-aug2009.txt MAIN DOCUMENT 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 August 31, 2009 [ ]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 85050 ________________________________________ ____________________ (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) Indicate by check mark whether the registrant(1) has filed all reports required 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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 day. [ X ] Yes [ ] No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer {square} Accelerated filer {square} Non-accelerated filer {square} Smaller reporting company {checked-box} (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X ] No [ ] Indicate 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 October 15, 2009. 1 TABLE OF CONTENTS Page PART I - FINANCIAL INFORMATION 3 Item 1.Financial Statements. 4 Item 2.Management's Discussion And Analysis Of Financial Condition And Results Of Operation 5 Item 3. Quantitative and Qualitative Disclosures About Market Risk 6 Item 4T.Controls And Procedures 7 PART II - OTHER INFORMATION 8 Item 1.Legal Proceedings 8 Item 2.Unregistered Sales Of Equity Securities And Use Of Proceeds 8 Item 3.Defaults Upon Senior Securities 8 Item 4.Submission Of Matters To A Vote Of Security Holders 8 Item 5.Other Information 8 Item 6.Exhibits 8 SIGNATURES 9 2 PART I - FINANCIAL INFORMATION ITEM 1.FINANCIAL STATEMENTS Index To Financial Statements Balance Sheets F-1 Statements Of Operations F-2 Statements Of Cash Flows F-3 Notes To The Financial Statements F-4 3 REGAL LIFE CONCEPTS, INC. (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS AUGUST 31, 2009 4 REGAL LIFE CONCEPTS, INC. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS (UNAUDITED)

August 31, February 29. 2009 2009 ASSETS CURRENT Cash $ 296,206 $ 382,749 Prepaid expenses 1,090 5,000 297,296 387,749 EQUIPMENT, net 5,354 2,727 LOAN RECEIVABLE 200,000 200,000 $ 502,650 $ 590,476 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT Accounts payable and accrued liabilities $ 35,343 $ 41,111 STOCKHOLDERS' EQUITY Common stock Authorized: 100,000,000 common shares, par value $0.001 per share Issued and outstanding: 46,816,665 common shares (February 28, 2009 - 46,816,665) 46,816 46,816 Additional paid-in capital 891,117 891,117 Deficit accumulated during the development stage (470,626) (388,568) 567,307 549,365 $ 502,650 $ 590,476

The accompanying notes are an integral part of these financial statements. F- 1 REGAL LIFE CONCEPTS, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS (UNAUDITED)

Cumulative from Three Three July 1, 2005 Months Months Six Months Six Months (Date of Ended Ended Ended Ended Inception to August 31, August 31, August 31, August 31, August 31, 2009 2008 2009 2008 2008 EXPENSES Amortization $ 42 $ 43 $ 85 $ 85 $ 1,047 Bank charges and interest 95 115 228 240 1,179 Filing and transfer agent fees 150 783 650 783 31,224 Management fees 10,000 1,500 20,000 3,000 99,384 Office 1,198 1,500 8,562 3,145 27,668 Professional fees 26,240 34,945 19,851 48,022 178,546 Rental expenses - - - 2,375 4,750 Travel and promotion 19,161 22,748 32,682 37,142 126,828 NET LOSS $ (56,887) $ (61,634) $ (82,058) $ (94,792) $ (470,626) 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 46,816,665 44,376,451 46,816,665 43,112,865

The accompanying notes are an integral part of these financial statements. F-2 REGAL LIFE CONCEPTS, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS (UNAUDITED)

Cumulative from July 1, 2005 (Date of Six Months Ended Six Months Ended Inception) to August 31, 2009 August 31, 2008 August 31, 2009 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (82,058) $ (94,792) $ (470,626) Non-cash items: Amortization 85 85 1,047 Donated capital - 3,000 20,000 Changes in non-cash operating working capital items: Prepaid expenses 3,910 2,374 (1,090) Accounts payable and accrued liabilities (5,768) (10,463) 35,343 NET CASH USED IN OPERATING ACTIVITIES (83,831) (99,796) (415,326) CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of equipment (2,712) - (6,401) Loan receivable - - (200,000) NET CASH USED IN INVESTING ACTIVITIES (2,712) - (206,401) CASH FLOWS FROM FINANCING ACTIVITIES: Due to related party - (24,500) - Issuance of common shares - 650,000 917,933 NET CASH PROVIDED BY FINANCING ACTIVITIES - 625,500 917,933 INCREASE (DECREASE) IN CASH (86,543) 525,704 296,206 CASH, BEGINNING 382,749 64,141 - CASH, ENDING $ 296,206 $ 589,845 $ 296,206 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for: Interest $ - $ - Income taxes $ - $ -

The accompanying notes are an integral part of these financial statements. F-3 REGAL LIFE CONCEPTS, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS AUGUST 31, 2009 (UNAUDITED) 1.BASIS OF PRESENTATION The accompanying unaudited interim financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the rules and regulations of the Securities and Exchange Commission ("SEC"). They do not include all information and footnotes required by United States 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 28, 2009 included in the Company's Annual Report on Form 10-K/A filed with the SEC. The unaudited interim financial statements should be read in conjunction with those financial statements included in the Form 10-K/A. 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 six months ended August 31, 2009 are not necessarily indicative of the results that may be expected for the year ending February 28, 2010. 2. COMMON STOCK On July 31, 2009, the Company's majority stockholders approved the 2009 Non- Employee Incentive Plan which grants stock options and restricted shares to non- employee consultants, professionals and service providers who provide services to the Company. The Company is allowed to issue up to 10% of the total number of shares outstanding at the first day of each fiscal year. All grants of restricted shares will be evidenced by a Restricted Stock Aware Agreement. At the time of issuance of stock options, the Board of directors will determine the number of stock options, the exercise price, the vesting terms, and the maximum duration; where the maximum duration is not later than the fifth anniversary of the date of the grant. F-4 ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION 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. IN GENERAL We commenced operations as a distributor of bamboo wood flooring products focused on opportunities created by demand in new residential construction and home improvement activity in North America. However, there is no assurance that our initial business model is commercially and economically viable. Further marketing of the product in a broader distribution network will be required before a final evaluation as to the economic feasibility of the Company's initial business plan can be determined. Economic feasibility refers to the ability of an enterprise to conduct its business operations in a profitable and cash-flow positive manner. We are now focused on potential opportunities in the hospitality, health and wellness and lifestyle sectors. To ensure the viability and solvency of our company, we intend to phase out our business line involving the distribution of bamboo flooring and devote our ongoing business efforts to the wine distribution business in China. We have signed a Capital Increase and Equity Investment Agreement, along with related agreements and contracts required by Chinese regulatory bodies, with Guangzhou AWA Wine Co., Ltd. ("AWA Wine") to acquire an initial 26% equity stake in AWA Wine (subject to Chinese regulatory approval). A US$200,000 loan instalment has been advanced to AWA Wine under the terms of this agreement. Upon the successful achievement of various business milestones mandated in the executed agreements, we have the option to increase its equity interest to a 51% equity interest in AWA Wine. The AWA Wine network currently comprises 17 established corporate-owned and franchised locations throughout China that is servicing over a 50,000-strong membership base. The new joint venture will, amongst other initiatives, lead to the opening of additional corporate-owned AWA Wine locations in China and the development of an improved IT infrastructure to enhance backend administration, sales and logistics support. AWA Wine's strategic positioning in this booming China growth sector and its early rapid expansion makes the company an attractive addition to our Health, Wellness and Lifestyle portfolio. Our plan of operation for the following twelve months is to devote our business efforts in the wine distribution business in China. We will assist and sometimes enter into distribution agreements with vineyards, wineries and suppliers worldwide, providing for sale and distribution opportunities of wine products and related accessories to Guangzhou AWA Wine Co. Ltd. in China. We intend to develop the wine retail network by initially focusing our marketing efforts on setting up more flagship stores in China and recruiting more franchisees all across China. As part of our growth strategy, we plan to expand our distribution and retail network, which will allow us to sell more products on a monthly basis and negotiate on more favourable terms with our suppliers. Successfully executing this strategy will depend on many factors, including: 5 1. Our ability to attract and retain qualified distributors that can develop direct sales channels; 2. Our ability to attract and retain qualified franchisees that will enable us to expand upon our retail membership base and sell through a greater quantity of products on a monthly basis; 3. Our ability to use and protect the AWA Wine {trademark} brand, and our other intellectual property, in these new markets and territories; and 4. Our ability to successfully compete in these new markets and territories. If we are not successful in expanding the AWA Wine{trademark} brand, our business may fail to grow and our brand may suffer. We intend to retain one full-time sales and marketing coordinator in the next six months to handle the wine distribution business with AWA Wine. Other than as disclosed herein, we have no plans to significantly change our number of employees for the next 12 months. 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: $30,000 Total: $50,000 In addition, we anticipate spending an additional $10,000 on professional fees. Total expenditures over the next 12 months are therefore expected to be $60,000. We do not have sufficient funds on hand to both complete our intended initial investment in AWA Wine and concurrently undertake intended business operations and our cash reserves are not sufficient to meet our obligations for the next twelve-month period. As a result, we will need to seek additional funding in the near future. If we are unable to raise the required financing, we will be delayed in conducting our business plan. RESULTS OF OPERATIONS FOR PERIOD ENDING AUGUST 31, 2009 We did not earn any revenues in the three-month period ended August 31, 2009. During the same period, we incurred operating expenses of $56,887 consisting of professional fees of $26,240, travel and promotional expenses of $19,161, management fees of $10,000, office charges of $1,198, transfer agent fees of $150, bank charges of $95 and amortization charges of $42. At August 31, 2009, we had assets of $502,650 consisting of $296,206 in cash, $1,090 in prepaid expenses, equipment recorded at $5,354 and a loan receivable at $200,000. We have accrued liabilities of $35,343 as of August 31, 2009. 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.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. 6 ITEM 4T. CONTROLS AND PROCEDURES. EVALUATION AND DISCLOSURE CONTROLS AND PROCEDURES The Company, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Principal Accounting Officer, has evaluated the effectiveness of the design and operation of the Company's "disclosure controls and procedures," as such term is defined in Rules 13a-15e promulgated under the Exchange Act. Based upon that evaluation, the Chief Executive Officer and Principal Accounting Officer have concluded that the disclosure controls and procedures were not effective as of the end of the period covered by this report due to a material weakness identified by management relating to the (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. Based upon its evaluation, our management, with the participation of our Chief Executive Officer and Principal Accounting Officer, has concluded there is a material weakness with respect to its internal control over financial reporting as defined in Rule 13a-15(e). We are committed to improving our financial organization. As part of this commitment, we will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company: i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management; and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements. Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on the Company's Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result in proper segregation of duties and provide more checks and balances within the financial reporting department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the financial reporting department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues the Company may encounter in the future. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, our evaluation of controls can only provide reasonable assurance that all control issues, if any, within a company have been detected. Such limitations include the fact that human judgment in decision-making can be faulty and that breakdowns in internal control can occur because of human failures, such as simple errors or mistakes or intentional circumvention of the established process. CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING There were no changes to the internal controls during the quarter ended August 31, 2009 that have materially affected or that are reasonably likely to materially affect the internal controls over financial reporting. 7 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.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None. ITEM 3.DEFAULTS UPON SENIOR SECURITIES None. ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On July 31, 2009, the Company's Board of Directors and the Majority Stockholders approved the Company's 2009 Non-Employee Incentive Plan (the "Plan"), which Plan is designed for the benefit of non-employee consultants, professionals, and service providers who provide services to the Company and our affiliates.. The Plan permits the grant to Eligible Persons of (i) Nonqualified Stock Options ("Options") that grant such Eligible Person the right to purchase shares of the Company's Common Stock ("Shares"); and/or (ii) restricted Shares ("Restricted Shares"). The Company is allowed to issue up to 10% of the total number of shares outstanding at the first day of each fiscal year. All grants of restricted shares will be evidenced by a Restricted Stock Aware Agreement. ITEM 5. OTHER INFORMATION None. ITEM 6.EXHIBITS 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 8 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. October 15, 2009 Regal Life Concepts, Inc. /s/ Eric Wildstein ------------------------------ Eric Wildstein, President, CEO & Director 9