10-Q 1 regal10q-july2009.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 May 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 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 [X ] No [ ] 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 July 2, 2009. REGAL LIFE CONCEPTS, INC. (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS MAY 31, 2009 REGAL LIFE CONCEPTS, INC. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS

May 31, February 29, 2009 2009 ASSETS CURRENT Cash $ 319,422 $ 382,749 Prepaid expenses 2,500 5,000 321,922 387,749 EQUIPMENT, net 5,396 2,727 LOAN RECEIVABLE 200,000 200,000 $ 527,318 $ 590,476 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT Accounts payable and accrued liabilities $ 3,124 $ 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 (413,739) (388,568) 524,194 549,365 $ 527,318 $ 590,476

The accompanying note is an integral part of these financial statements. REGAL LIFE CONCEPTS, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS (UNAUDITED)

Cumulative from July 1, 2005 Three Months Three Months (Date of Ended Ended Inception) to May 31, 2009 May 31, 2008 May 31, 2009 EXPENSES Amortization $ 43 $ 43 $ 1,005 Bank charges and interest 133 125 1,084 Filing and transfer agent fees 500 - 31,074 Management fees 10,000 1,500 89,384 Office 7,363 1,644 26,469 Professional fees (6,389) 13,076 152,306 Rental expenses - 2,375 4,750 Travel and promotion 13,521 14,395 107,667 NET LOSS $(25,171) $(33,158) $(413,739) NET LOSS PER SHARE - BASIC AND DILUTED $ (0.00) $ (0.00) WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED 46,816,665 41,315,942

The accompanying note is an integral part of these financial statements. REGAL LIFE CONCEPTS, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS (UNAUDITED)

Cumulative from July 1, 2005 (Date of Three Months Ended Three Months Ended Inception) to May 31, 2009 May 31, 2008 May 31, 2009 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (25,171) $ (33,158) $ (413,739) Non-cash items: Amortization 43 43 1,005 Donated capital - 1,500 20,000 Changes in non-cash operating working capital items: Prepaid expenses 2,500 2,374 (2,500) Accounts payable and accrued liabilities (37,987) (15,192) 3,124 NET CASH USED IN OPERATING ACTIVITIES (60,615) (44,433) (392,110) 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: Issuance of common shares - 75,000 917,933 NET CASH PROVIDED BY FINANCING ACTIVITIES - 75,000 917,933 INCREASE (DECREASE) IN CASH (63,327) 30,567 319,422 CASH, BEGINNING 382,749 64,141 - CASH, ENDING $ 319,422 $ 94,708 $ 319,422 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for: Interest $ - $ - $ - Income taxes $ - $ - $ -

The accompanying note is an integral part of these financial statements. REGAL LIFE CONCEPTS, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS MAY 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 filed with the SEC. 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 six months ended May 31, 2009 are not necessarily indicative of the results that may be expected for the year ending February 28, 2010. 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 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: 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 MAY 31, 2009 We did not earn any revenues in the three-month period ended May 31, 2009. During the same period, we incurred operating expenses of $25,171 consisting of professional fees of $(6,389), travel and promotional expenses of $13,521, management fees of $10,000, office charges of $7,363, transfer agent fees of $500, amortization charges of $43 and bank charges of $133. At May 31, 2009, we had assets of $527,318 consisting of $319,422 in cash, $2,500 in prepaid expenses, equipment recorded at $5,396 and a loan receivable at $200,000. We have accrued liabilities of $3,124 as of May 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 CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS We evaluated the effectiveness of our disclosure controls and procedures as of May 31, 2009. This evaluation was conducted by Eric Wildstein, our chief executive officer and Xiao Wen Guan, 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 Guan, 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 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. July 2, 2009 Regal Life Concepts, Inc. /s/ Eric Wildstein ------------------------------ Eric Wildstein, President