10-K 1 ksbmay2008.txt MAIN DOCUMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 29, 2008 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________________ to __________________ Commission file number: 333-134536 REGAL LIFE CONCEPTS, INC. (Name of small business issuer in its charter) Nevada Applied For (State or other jurisdiction of (I.R.S. Employer Identification No.) Incorporation or organization) 3723 East Maffeo Road Phoenix, Arizona, USA, 89050 (Address of principal executive offices) (516) 659-6677 Issuer's telephone number Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered None None Securities to be registered pursuant to Section 12(g) of the Act: Common Stock (Title of Class) Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 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 days. Yes X No _____ Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. 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 issuer's revenues for its most recent fiscal year: Nil State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days. (See definition of affiliate in Rule 12b-2 of the Exchange Act.) $30,962,500 as at May 29, 2008 based on the average bid price of our common stock State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. 41,283,333 shares of common stock as at May 29, 2008 TABLE OF CONTENTS PAGE ITEM 1: DESCRIPTION OF BUSINESS..............................................4 ITEM 2: DESCRIPTION OF PROPERTY.............................................10 ITEM 3: LEGAL PROCEEDINGS...................................................10 ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................10 ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS............10 ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION...........11 ITEM 7: FINANCIAL STATEMENTS................................................12 ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES...............................................23 ITEM 8A: CONTROLS AND PROCEDURES.............................................23 ITEM 8B: CHANGES IN INTERNAL CONTROL.........................................24 ITEM 9: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS........24 ITEM 10: EXECUTIVE COMPENSATION..............................................26 ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT......26 ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS......................26 ITEM 13: EXHIBITS AND REPORTS................................................27 ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVCES...............................27 PART I ITEM 1: DESCRIPTION OF BUSINESS 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 current 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 business model is 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 engaged in the marketing and distribution of bamboo flooring to the general public throughout North America. We are engaged in a marketing and sales distribution agreement with a Chinese supplier for the sales and distribution of various types of bamboo flooring products in North America. We are also continuing to review other potential opportunities in the hospitality and health and wellness sectors. We are currently in the process of completing due diligence investigations of an opportunity in Thailand in the hospitality sector and have entered into a Standstill Agreement with a Thailand corporation, Amaravati Inc., whose primary asset is a 50-room spa resort located in Chiang Mai, Thailand. 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 plan of operation 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. To date, we have primarily been involved in organizational activities and the initial marketing of bamboo flooring. 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. Even if we are able to receive order commitment from larger clients, 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. Although the wood flooring market is mature in North America, our bamboo flooring product line might not gain acceptance in the North American market. BAMBOO FLOORING MARKET Bamboo has been cultivated for more than 4,000 years in China. It has been used in everyday life in Asia for centuries. Bamboo is a food, a "paper like" medium for messaging, art works, utensils, furniture, vessels, decoration and more recently, as building materials including, flooring, veneer and paneling, decorative moldings, wall coverings, pallets and shipping crates. Bamboo is the fastest growing wood fiber plant and grows one third faster than the fastest growing tree. Some species can grow up to one meter per day. It also has greater strength, flexibility and endurance than many wood products. With a maturity time of between four to five years, as opposed to decades required for the maturity of other popular hardwoods like oak, cherry and maple, bamboo products have increasingly gained market share vis-a-vis other wood products. China has more than 1.6 million square miles of bamboo under cultivation. Bamboo plants grow to 40 feet in height, are a major carbon dioxide converter and have no known natural enemies. A typical bamboo section has a tensile strength of 28,000 per square inch compared to 23,000 for steel. There are over 1,000 species of bamboo. Some grow taller, wider and harder than others and these plants are found in east central China. The bamboo plant varies in hardness from top to bottom. The bottom, 15% to 20% of the plant, is the hardest portion used for flooring. In a fully grown bamboo plant, this can amount to 10 feet. Planks from this section are very dense, practical and ideal for flooring. Bamboo flooring, while recent to North America, has been used in the Orient for centuries. Its popularity in North America has been growing for the past decade due to the unique look of bamboo, its strength, hardness and durability. Most west coast carpet and hardwood companies in North America now carry bamboo flooring as part of their product line. Bamboo flooring is comprised of continuous strips of bamboo that are milled from the hardest portion of the plant. After the bamboo is harvested, it is boiled in a processing solution to remove any sugars and/or insects. The bamboo strips are then kiln dried to a 6% moisture content. They are then glued and processed into bales. The bales are then placed in a heavy metal casing, where they harden and dry. When the bales are removed from the metal case, the solid logs of bamboo are then sliced into blanks and milled like traditional hardwood. AGREEMENT WITH OUR SUPPLIER Our supplier, Shaowau Yuxing Bamboo Products Co., Ltd. ("Shaowau") is a manufacturer and distributor of certain wood flooring Products in the People's Republic of China, including the Special Administrative Region of Hong Kong. By a Marketing and Sales Distribution Agreement dated February 8, 2006, Shaowau has agreed to manufacture certain types of bamboo flooring products and fulfill our written purchase orders for these products in a timely manner. The primary list of bamboo floor products and there prices are as follows: Price Description Type (FOB US$/m 2) Packing a. 960x96x15 mm horizontal pressed $14 24 planks per carton -pre-finished w/ carbonized/natural gross weight 26 kg German Lacquer color and 2.21 m 2 and T&G b. 960x96x15 mm vertical pressed $14.5 24 planks per carton -pre-finished w/ carbonized/natural gross weight 26 kg German Lacquer color and 2.21 m 2 and T&G c. 1860x96x15 mm horizontal pressed $14.5 12 planks per carton -pre-finished w/ carbonized/natural gross weight 25 kg German Lacquer color and 2.14 m 2 and T&G d. 1860x96x15 mm vertical pressed $15 12 planks per carton -pre-finished w/ carbonized/natural gross weight 25 kg German Lacquer color and 2.14 m 2 and T&G The agreement with Shaowau also contains the following material terms: 1.We and our assigns may use the marketing information that Shaowau provides us in all of our marketing and distribution efforts to sell the bamboo flooring products. We agree not to make any marketing claims in regard to the products that are not supported by information supplied by Shaowau. 2.From time to time, Shaowau can make reasonable adjustment to the price of the bamboo flooring products by giving us written notification of such product price amendments. 3.Although the price list noted above acts as a guide for purchases made by us, discounts can be negotiated between both parties on any singular product purchase order submitted to Shaowau, including the purchase of bamboo flooring products from a manufacturing overrun situation. 4.We agree to pay the price of product purchases by letter of credit or wire transfer prior to product shipment. We are also responsible for all related shipping costs, unless other arrangements have been expressly made. 5.The agreement can be terminated upon 60 days' written notice by either party. Notwithstanding this provision, we or our assigns will be permitted to sell, market, and distribute all bamboo flooring products that have been ordered from Shaowau, or are in our or our assigns' possession at termination. 6.There are no set minimum quota requirements for product sales under the agreement in the first year. Shaowau will be obligated to assist in the completion of each sales order on a case-by-base basis, regardless of quantity. Following the first year of the agreement, both parties will review sales activities during the prior year and re-visit this provision of the contract. SALES AND MARKETING STRATEGY We intend to rely on sales representatives to market our bamboo flooring products. Initially, this marketing will be conducted by our directors: Eric Wildstein and Wu Chih Chun. We intend to focus on direct marketing efforts whereby our representatives will directly contact: * distributors that are responsible for marketing and selling flooring to flooring stores; and * retail outlets such as department and home restoration stores. These distributors and stores will be asked to sell our products to consumers. We will provide them with flooring inventory at wholesale prices. They will then sell them to consumers at retail prices, which are typically 10% higher. We intend to contact as many retail chains and flooring stores as we can in order to market our bamboo flooring. We initially intend to focus our marketing efforts on larger home restoration stores that have a high volume of customer traffic. COMPLIANCE WITH GOVERNMENT REGULATION We do not believe that government regulation will have a material impact on the way we conduct our business. EMPLOYEES We have no employees as of the date of this annual report other than our two directors. RESEARCH AND DEVELOPMENT EXPENDITURES We have not incurred any other research or development expenditures since our incorporation. SUBSIDIARIES We do not have any subsidiaries. PATENTS AND TRADEMARKS We do not own, either legally or beneficially, any patents or trademarks. RISK FACTORS An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this annual report before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment. IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS MAY FAIL. Our business plan calls for ongoing expenses in connection with the marketing and sales of bamboo flooring. We have not generated any revenue from operations to date. At February 29, 2008, we had cash on hand of $64,141 and we have accumulated a deficit of $126,282 in business development and administrative expenses since our business inception. At this rate, we expect that we will only be able to continue operations for nine months without additional funding. We anticipate that additional funding will be needed for general administrative expenses and marketing costs. In order to expand our business operations, we anticipate that we will have to raise additional funding. If we are not able to raise the funds necessary to fund our business expansion objectives, we may have to delay the implementation of our business plan. During the year, the Company announced that we are proceeding with the sale of up to $750,000 in the private placement of its securities at $0.75 per Unit. Each Unit to consist of one pre-split share of the Company's common stock and one 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 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 upon the completion of the private placement financing, we will 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. Obtaining additional funding will be subject to a number of factors, including general market conditions, investor acceptance of our business plan and initial results from our business operations. These factors may impact the timing, amount, terms or conditions of additional financing available to us. The most likely source of future funds presently available to us is through the sale of additional shares of common stock. BECAUSE WE HAVE NOT YET COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH RISK OF BUSINESS FAILURE. We were incorporated on July 1, 2005 and to date have been involved primarily in organizational activities. We have not earned revenues as of the date of this prospectus and have incurred total losses of $126,282 from our incorporation to February 29, 2008. Accordingly, you cannot evaluate our business, and therefore our future prospects, due to a lack of operating history. To date, our business development activities have consisted solely of negotiating and executing a marketing and sales distribution agreement with Shaowau Yuxing Bamboo Products Co., Ltd., a private Chinese company that manufactures bamboo flooring products, and initial marketing of bamboo floor products. Potential investors should be aware of the difficulties normally encountered by development stage companies and the high rate of failure of such enterprises. WE NEED TO CONTINUE AS A GOING CONCERN IF OUR BUSINESS IS TO SUCCEED. Our business condition, as indicated in our independent accountant's audit report, raises substantial doubt as to our continuance as a going concern. To date, we have completed only part of our business plan and we can provide no assurance that we will be able to generate enough revenue from our business in order to achieve profitability. It is not possible at this time for us to predict with assurance the potential success of our business. BECAUSE MANAGEMENT HAS NO EXPERIENCE IN THE BAMBOO FLOORING BUSINESS, OUR BUSINESS HAS A HIGHER RISK OF FAILURE. Neither of our directors has any technical training or experience in the flooring business. In addition, we do not have any employees with experience in this business sector. As a result, we may not be able to recognize and take advantage of product and market trends in the sector and we may be unable to accurately predict consumer demand. As well, our directors' decisions and choices may not be well thought out and our operations, earnings and ultimate financial success may suffer irreparable harm as a result. ANY ADDITIONAL FUNDING WE ARRANGE THROUGH THE SALE OF OUR COMMON STOCK WILL RESULT IN DILUTION TO EXISTING SHAREHOLDERS. We must raise additional capital in order for our business plan to succeed. Our most likely source of additional capital will be through the sale of additional shares of common stock. Such stock issuances will cause stockholders' interests in our company to be diluted. Such dilution will negatively affect the value of an investor's shares. BECAUSE OUR DIRECTORS AND OFFICERS COLLECTIVELY OWN 50.87% OF OUR OUTSTANDING COMMON STOCK, THEY WILL MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY SHAREHOLDERS. Mr. Eric Wildstein and Ms. Wu Chih Chun, our directors, collectively own approximately 50.87% of the outstanding shares of our common stock. Accordingly, they will have significant influence in determining the outcome of all corporate transactions or other matters, including the election of directors, mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. The interests of these individuals may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders. OUR SALES AND PROFITABILITY DEPEND SIGNIFICANTLY ON NEW RESIDENTIAL CONSTRUCTION AND HOME IMPROVEMENT ACTIVITY. Our sales depend heavily on the strength of national and local new residential construction and home improvement and remodeling markets. The strength of these markets depends on new housing starts and residential renovation projects, which are a function of many factors beyond our control. Some of these factors include 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. Future downturns in the markets that we serve or in the economy generally could have a material adverse effect on our operating results and financial condition. Reduced levels of construction activity may result in intense price competition among building materials suppliers, which may adversely affect our gross margins. THE INDUSTRY IN WHICH WE COMPETE IS HIGHLY CYCLICAL, AND ANY DOWNTURN RESULTING IN LOWER DEMAND OR INCREASED SUPPLY COULD HAVE A MATERIALLY ADVERSE IMPACT ON OUR FINANCIAL RESULTS. The building products distribution industry is subject to cyclical market pressures caused by a number of factors that are out of our control, such as general economic and political conditions, levels of new construction, home improvement and remodeling activity, interest rates, weather and population growth. We are most impacted by changes in the demand for new homes and in general economic conditions that impact the level of home improvements. Changes in market demand for new homes and for home improvements occur periodically and vary in severity. We believe that we would be impacted disproportionately by market downturns because we tend not to be a major supplier. Secondary suppliers tend to have orders reduced or eliminated before major suppliers do. There is no reasonable way to predict with accuracy the timing or impact of market downturns. The extent that cyclical market factors adversely impact overall demand for building products or the prices that we can charge for our products, our net sales and margins would likely decline. In addition, the unpredictable nature of the cyclical market factors that impact our industry make it difficult to forecast our operating results. THE BUILDING MATERIALS DISTRIBUTION INDUSTRY IS EXTREMELY FRAGMENTED AND COMPETITIVE AND WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY WITH OUR EXISTING COMPETITORS OR NEW ENTRANTS INTO THE MARKETS WE SERVE. The building materials distribution industry is extremely fragmented and competitive. Our competition varies by product line, customer classification and geographic market. The principal competitive factors in our industry are pricing and availability of product, service and delivery capabilities, ability to assist with problem-solving, customer relationships, geographic coverage and breadth of product offerings. We compete with many local, regional and national building materials distributors and dealers. In addition, some product manufacturers sell and distribute their products directly to our customers, and the volume of such direct sales could increase in the future. Additionally, manufacturers of products similar to those distributed by us may elect to sell and distribute to our customers in the future or enter into exclusive supplier arrangements with other distributors. Most of our competitors have greater financial resources and may be able to withstand sales or price decreases better than we can. We also expect to continue to face competition from new market entrants. We may be unable to continue to compete effectively with these existing or new competitors, which could have a material adverse effect on our financial condition and results of operations. ALL OF OUR PRODUCT PURCHASES HAVE BEEN MADE FROM ONE SUPPLIER. IF THAT SUPPLIER DECREASED OR TERMINATED ITS RELATIONSHIP WITH US OUR BUSINESS WOULD LIKELY FAIL IF WE ARE UNABLE TO FIND A SUBSTITUTE FOR THAT COMPANY. As we are totally dependent on a single supplier located in China, we may be subject to certain risks, including changes in regulatory requirements, tariffs and other barriers, increased pressure, timing and availability of export licenses, foreign currency exchange fluctuations, the burden of complying with a variety of foreign laws and treaties, and uncertainties relative to regional, political and economic circumstances. We purchase substantially all of our products from Shaowau Yuxing Bamboo Products Co. Our agreement with this company does not prevent it from supplying its bamboo flooring products to our competitors or directly to consumers. If this company decreased, modified or terminated its association with us for any other reason, we would suffer an interruption in our business unless and until we found a substitute for that supplier. If we were unable to find a substitute for that supplier, our business would likely fail. We cannot predict what the likelihood would be of finding an acceptable substitute supplier. OUR COMMON SHARES ARE CONSIDERED PENNY STOCK, WHICH LIMITS AN INVESTOR'S ABILITY TO SELL THE STOCK. Our shares of common stock constitute penny stock under the Securities and Exchange Act. The shares will remain penny stock for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his or her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in our company will be subject to rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock. FORWARD-LOOKING STATEMENTS This annual report contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements. Our actual results are most likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in the "Risk Factors" section and elsewhere in this annual report. ITEM 2: DESCRIPTION OF PROPERTY The Company does not have own or lease any property. ITEM 3: LEGAL PROCEEDINGS There are no legal proceedings pending or threatened against us. ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted during the fourth quarter of our fiscal year to a vote of security holders, through the solicitation of proxies or otherwise. PART II ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS MARKET INFORMATION Our shares of common stock were quoted on the OTC Bulletin Board on February 13, 2007. This market is extremely limited and the prices quoted are not a reliable indication of the value of our common stock. As of February 29 2008, our stock has only been thinly traded. The quotations on the OTC Bulletin Board reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. The quotations on the OTC Bulletin Board reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions: On November 1 2007, the Corporation completed a 5:1 forward split of its share capital such that every one share of common stock issued and outstanding prior to the split was exchanged for five post-split shares of common stock. The Corporation also changed its post-split authorized capital to 100,000,000 shares of common stock with a par value of $0.001 per share. All share amounts have been retroactively adjusted for all periods presented. On November 19, 2007, we announced that we were proceeding with a private placement of up to 1,000,000 pre-split units of our common stock for total proceeds of $750,000. We had 32 shareholders of record as at the date of this annual report. DIVIDENDS There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend: 1. we would not be able to pay our debts as they become due in the usual course of business; or 2. our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution. We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future. ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OR 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, remodeling 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 remodeling. We sell to customers in both categories. Residential construction activity for both new construction and repair and remodeling 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 prospectus 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. During 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: $30,000 Total: $50,000 In addition, we anticipate spending an additional $25,000 on professional fees. Total expenditures over the next 12 months are therefore expected to be $75,000. We do not have sufficient funds on hand to commence intended business operationsand 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. During the year, the Company announced that we are proceeding with the sale of up to $750,000 in the private placement of its securities at $0.75 per Unit. Each Unit to consist of one pre-split share of the Company's common stock and one 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 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 upon the completion of the private placement financing, we will 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. We may also seek to obtain short-term loans from our directors. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. 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 the Fiscal Year Ended February 29, 2008 We did not earn any revenues during the fiscal year ended February 29, 2008. We have not fully implemented our sales and marketing strategy for our bamboo wood flooring products and can therefore provide no assurance that our business model and plan is economically feasible. We incurred operating expenses in the amount of $64,110 for the year ended February 29, 2008. These operating expenses were comprised of amortization charges of $170, bank charges and interest fees of $137, filing and transfer agent fees of $4,313, management fees of $6,000, professional fees of $39,052, office costs of $355, rental expense of $2,375 and travel and promotional costs of $11,708. Our net loss in fiscal 2008 ($64,110) was higher than in fiscal 2007 ($50,092) primarily due to an increase in professional fees ($39,052 in 2008 as compared to $19,921 in 2007) and an increase in travel and promotional costs ($11,708 in 2008 as compared to $2,600 in 2007), although filing and transfer agent fees decreased in the corresponding period from $21,630 in 2007 to $4,313 in 2008. We have not attained profitable operations and are dependent upon obtaining financing to complete our proposed business plan. For these reasons, there is substantial doubt that we will be able to continue as a going concern. ITEM 7: FINANCIAL STATEMENTS REGAL LIFE CONCEPTS, INC. (FORMERLY NAMED REGAL ROCK, INC.) (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS FEBRUARY 29, 2008 REPORT OF INDEPENDENT AUDITOR BALANCE SHEETS STATEMENTS OF OPERATIONS STATEMENT OF STOCKHOLDERS' EQUITY STATEMENTS OF CASH FLOWS NOTES TO THE FINANCIAL STATEMENTS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Regal Life Concepts, Inc. (formerly named Regal Rock, Inc.) We have audited the accompanying balance sheets of Regal Life Concepts, Inc. (a development stage company) as of February 29, 2008 and 2007 and the statements of operations, stockholders' equity and cash flows for the years then ended and for the period rom July 1, 2005 (inception) through February 29, 2008. 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 an audit to obtain reasonable assurance 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. An audit also includes 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, these financial statements present fairly, in all material respects, the financial position of Regal Life Concepts, Inc. as of February 29, 2008 and 2007 and the results of its operations and its cash flows for the years then ended and for the period from July 1, 2005 (inception) through February 29, 2008 in accordance with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred losses in developing its business, and further losses are anticipated and requires additional funds to meet its obligations and the costs of its operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in this regard are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. DALE MATHESON CARR-HILTON LABONTE LLP CHARTERED ACCOUNTANTS Vancouver, Canada May 19, 2008 REGAL LIFE CONCEPTS, INC. (FORMERLY NAMED REGAL ROCK, INC.) (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS

February 29, February 28, 2008 2007 ASSETS CURRENT Cash $64,141 $3,571 Prepaid expenses 3,258 - 67,399 3,571 EQUIPMENT (Note 3) 3,408 1,025 $70,807 $4,596 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT Accounts payable and accrued liabilities $23,989 $6,668 Due to related party (Note 4) 24,500 17,500 48,489 24,168 CONTINGENCY (Note 1) STOCKHOLDERS' EQUITY (DEFICIT) Common stock (Note 5) Authorized: 100,000,000 common shares, par value $0.001 per share Issued and outstanding: 41,283,333 common shares (February 28, 2007 - 8,230,000) 41,283 8,230 Additional paid-in capital 107,317 34,370 Deficit accumulated during the development stage (126,282) (62,172) 22,318 (19,572) $70,807 $4,596

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

Cumulative From July 1, 2005 (Date of Year Ended Year Ended Inception) to February 29, February 28, February 29, 2008 2007 2008 EXPENSES Amortization $170 $111 $281 Bank charges and interest 137 217 422 Filing and transfer agent fees 4,313 21,630 25,943 Management fees (Note 4) 6,000 6,000 14,000 Office 355 116 471 Professional fees 39,052 19,921 63,973 Rental expenses 2,375 - 2,375 Travel and promotion 11,708 2,600 18,817 NET LOSS $64,110 $50,595 $126,282 NET LOSS PER SHARE - BASIC AND DILUTED $(0.00) $(0.01) WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED 41,191,166 41,149,245

The accompanying notes are an integral part of these financial statements. REGAL LIFE CONCEPTS, INC. (FORMERLY NAMED REGAL ROCK, INC.) (A DEVELOPMENT STAGE COMPANY) STATEMENT OF STOCKHOLDERS' EQUITY

Common Common Additional Subscriptions Deficit Total Stock Stock Paid-in Receivable Accumulated Number Amount Capital During the Development Stage Common stock issued for cash at $0.001 per share, July 1, 2005 (Date of Inception) 25,000,000 $25,000 $(20,000) $- $- $5,000 Common stock issued for cash at $0.001 per share, August 1, 2005 8,000,000 8,000 (6,400) - - 1,600 Common stock issued for cash at $0.01 per share, September 12, 2005 7,500,000 7,500 7,500 - - 15,000 Common stock issued for cash at $0.10 per share, February 27, 2006 525,000 525 9,975 - - 10,500 Donated services (NOte 4) - - 2,000 - - 2,000 Subscriptions receivable - - - (750) - (750) Net Loss - - - - (11,577) (11,577) Balance, February 28, 2006 41,025,000 41,025 (6,925) (750) (11,577) 21,773 Subscriptions receivable - - - 750 - 750 Common stock issued for cash at $0.10 per share, March 6, 2006 125,000 125 2,375 - - 2,500 Donated Services (Note 4) - - 6,000 - - 6,000 Net loss - - - - (50,595) (50,595) Balance, February 28, 2007 41,150,000 41,150 1,450 - (62,172) (19,572) Common stock issued for cash at $0.75 per share, November 1, 2007 133,333 133 99,867 - - 100,000 Donated services (Note 4) - - 6,000 - - 6,000 Net loss - - - - (64,110) (64,110) Balance, February 29, 2008 41,283,333 41,283 107,317 - (126,282) (22,318)

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

Cumulative From July 1, 2005 (Date of Year Ended Year Ended Inception) to February 29, February 28, February 29, 2008 2007 2008 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $(64,110) $(50,595) $(126,282) Non-cash items: Amortization 170 111 282 Donated capital 6,000 6,000 14,000 Changes in non-cash operating working capital items: Prepaid expenses (3,258) - (3,258) Accounts payable and accrued 17,321 1,668 23,989 liabilities NET CASH USED IN OPERATIONS (43,877) (42,816) (91,269) CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of equipment (2,553) (1,136) (3,690) NET CASH USED IN INVESTING ACTIVITIES (2,553) (1,136) (3,688) CASH FLOWS FROM FINANCING ACTIVITIES Due to related party 7,000 17,500 24,500 Issuance of common shares 100,000 3,250 134,600 NET CASH PROVIDED BY FINANCING ACTIVITIES 107,000 20,750 159,100 CHANGE IN CASH 60,570 (23,202) 64,141 CASH, BEGINNING 3,571 26,773 - CASH, ENDING $64,141 $3,571 $64,141 SUPPLEMENTAL DISCLOSURE OF 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 FEBRUARY 29, 2008 1. NATURE AND CONTINUANCE OF OPERATIONS Regal Life Concept, Inc. (the "Company") was incorporated in the State of Nevada on July 1, 2005. The Company is in the business of marketing and distribution. The Company is considered to be a development stage company and has not generated any revenues from operations. On February 8, 2006, the Company entered into a distribution agreement whereby the Company will market and distribute certain wood flooring products manufactured by Shaowau Yuxing Bamboo Products Co., Ltd. in the People's Republic of China. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As of February 29, 2008, the Company has not yet achieved profitable operations and has accumulated a deficit of $126,282. Its ability to continue as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that the Company will be able to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. Management intends will need to obtain additional funding by borrowing funds from its directors and officers, or a private placement of common stock. 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles ("GAAP") in the United States of America and are presented in US Dollars. Development Stage Company The Company is considered to be in the development stage, pursuant to Statement of Financial Accounting Standards ("SFAS") No. 7, "Accounting and Reporting by Development Stage Enterprises." Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statemens and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. The most significant estimates with regard to these financial statements relate to useful lives of assets and deferred income tax rates and timing of the reversal of income tax differences. Equipment Equipment is recorded at cost and amortized over its estimated useful life on a 20% declining balance method. In the year of acquisition, only one-half of the amortization is recorded. Financial Instruments The fair value of the Company's financial instruments, consisting of cash, accounts payable and accrued liabilities and amount due to related party, is equal to carrying value. It is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. REGAL LIFE CONCEPTS, INC. (FORMERLY NAMED REGAL ROCK, INC.) (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS FEBRUARY 29, 2008 2. SIGNIFICANT ACOUNTING POLICIES (cont'd{ellipsis}) Income Taxes The Company has adopted SFAS No. 109 - "Accounting for Income Taxes". SFAS No. 109 requires the use of the asset and liability method of accounting of income taxes. Under the asset and liability method of SFAS No.109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. In June 2006, the Financial Accounting Standards Board ("FASB") issued Interpretation No. 48, "Accounting for Uncertaintly in Income Taxes, an interpretation of FASB Statement No. 109" ) ("FIN 48"). FIN 48 clarifies the accounting for uncertaintly in income taxes by prescribing a two-step method of first evaluating whether a tax position has met a more likely than not recognition threshold and, second, measuring that tax position to determine the amount of benefit to be recognized in the financial statements. FIN 48 provides guidance on the presentation of such positions within a classified balance sheet as well as on de-recognition, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 was adopted by the Company on March 1, 2007. Foreign Currency Translation The financial statements are presented in United States dollars. In accordance with SFAS No. 52, "Foreign Currency Translation", foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non-monetary assets and liabilities are translated at the transaction date. Revenue and expenses are translated at average rates of exchange during the period. Related translation adjustments are reported as a separate component of stockholders' equity, whereas gains or losses resulting from foreign currency transactions are included in results of operations. Loss Per Share In accordance with SFAS No. 128 - "Earnings Per Share", basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. At February 29, 2008, the Company had no stock equivalents that were anti-dilutive and excluded in the loss per share computation. Stock-based Compensation The Company has not adopted a stock option plan and therefore has not granted any stock options. Accordingly, no stock-based compensation has been recorded to date. Recent Accounting Pronouncements In December 2007, the Financial Accounting Standards Board ("FASB") issued SFAS No. 160, "Non-controlling Interests in Consolitdated Financial Statements" (SFAS No. 160"). This statement amends Accounting Research Bulletin (ARB) No. 51 to establish accounting and reporting standards for the non-controlling (minority) interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements will have no impact.SFAS No. 160 is effective for the Company's fiscal year beginning March 1, 2009. Management has determined that the adoption of this standard will no have an impact on the Company's financial statements. REGAL LIFE CONCEPTS, INC. (FORMERLY NAMED REGAL ROCK, INC.) (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS FEBRUARY 29, 2008 2. SIGNIFICANT ACOUNTING POLICIES (cont'd{ellipsis}) In December 2007, the FASB issued SFAS 141R, Business Combinations, SFAS 141R replaces SFAS 141. The statement retains the purchase method of accounting for acquisitions, but requires a number of changes, including changes in the way assets and liabilities are recognized. Management has determined that the accounting standard will have no effect on the Company. In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities. SFAS 161 is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. SFAS 161 achieves these improvements by requiring disclosure of the fair values of derivative instruments and their gains and losses in a tabular format. It also provides more information about an entity's liquidity by requiring disclosure of derivative features that are credit risk-related. Finally, it requires cross-referencing within footnotes to enable financial statement users to locate important information about derivative instruments. SFAS 161 will be effective for financial statements issued for fiscal years and interim periods beginning on March 1, 2009, will be adopted by the Company beginning in the first quarter of 2009. The Company does not expect there to be any significant impact of adopting SFAS 161 on its financial position, cash flows and results of operations. On December 21, 2007, the Securities and Exchange Commission issued Staff Accounting Bulletin ("SAB") No. 110. SAB 110 provides guidance to issuers on the method allowed in developing estimates of expected term of "plain vanilla" share options in accordance with SFAS No. 123(R), "Share-Based Payment". The staff will continue to accept, under certain circumstances, the use of a simplified method beyond December 31, 2007 which amends question 6 of Section D.2 as included in SAB 107, "Valuation of Share-Based Payment Arrangements for Public Companies", which stated that the simplified method could not be used beyond December 31, 2007. SAB 110 is effective March 1, 2008 for the Company. The Company is currently evaluating the potential impact, if any, that the adoption of SAB 110 will have on its financial statements. 3. RELATED PARTY TRANSACTIONS The Company has a balance owing to a director of the Company in the amount of $24,500 as at February 29, 2008 (February 28, 2007: $17,500). The amount due to related party is non-interest bearing, unsecured, with no stated terms of repayment. The Company recognized donated services, commencing November 1, 2005, to directors of the Company for management fees, valued at $500 per month, as follows:

Year ended Year ended July 1, 2005 (Inception) to February 29, 2008 February 28, 2007 February 29, 2008 Management fees $6,000 $6,000 $14,000

Related party transactions are measured at the exchange amount, which represents the amount agreed to between the related parties. REGAL LIFE CONCEPTS, INC. (FORMERLY NAMED REGAL ROCK, INC.) (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS FEBRUARY 29, 2008 4. COMMON STOCK On November 1, 2007, the Company completed a five for one (5:1) forward stock split of its common shares. All share and per share information in these financial statements has been retro-actively restated for all periods presented to give effect to this stock split. At February 29, 2008, the Company had no issued or outstanding stock options or warrants. 5. INCOME TAXES The provision for income taxes reported differs from the amounts computed by applying aggregate income tax rates for the loss before tax provision due to the following:

2008 2007 $ $ Loss before income taxes (64,110) (50,595) Statutory tax rate 35% 35% Expected recovery of income taxes computed at standard rates 22,439 17,708 Non-deductible items (2,100) (2,100) Valuation Allowance (20,339) (15,608) $- $-

At February 29, 2008, the Company had accumulated non-capital loss carry- forwards of approximately $112,000, which are available to reduce taxable income in future taxation years and expire as follows: 2026 $ 11,000 2027 45,000 2028 56,000 $ 112,000 The potential future tax benefits of these expenses and losses carried-forward have not been reflected in these financial statements due to the uncertainty regarding their ultimate realization. The Company has not filed income tax returns since inception in the United States and Canada. Both taxing authorities prescribe penalties for failing to file certain tax returns and supplemental disclosures. Upon filing there could be penalties and interest assessed. Such penalties vary by jurisdiction and by assessing practices and authorities. As the Company has incurred losses since inception there would be no known or anticipated exposure to penalties for income tax liability. However, certain jurisdictions may assess penalties for failing to file returns and other disclosures and for failing to file other supplementary information associated with foreign ownership, debt and equity positions. Inherent uncertainties arise over tax positions taken with respect to transfer pricing, related party transactions, tax credits, tax based incentives and stock based transactions. Management has considered the likelihood and significance of possible penalties associated with its current and intended filing positions and has determined, based on their assessment, that such penalties, if any, would not be expected to be material. ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 8A: CONTROLS AND PROCEDURES The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Management must evaluate its internal controls over financial reporting, as required by Sarbanes-Oxley (SOX) Section 404 (a). The Company's internal control over financial reporting is a process designed under the supervision of the Company's Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external purposes in accordance with U.S. generally accepted accounting principles. As of February 29, 2008, management assessed the effectiveness of the Company's internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses. The matters involving internal controls and procedures that the Company's management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (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. The aforementioned material weaknesses were identified by the Company's Chief Financial Officer in connection with the audit of our financial statements as of February 29, 2008 and communicated the matters to our management. Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an affect on the Company's financial results. However, management believes that the lack of outside directors on the Company's board of directors can resulting in oversight in the establishing and monitoring of required internal controls and procedures which can affect the process of preparing Company's financial statements. 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. We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. ITEM 8B. Changes in Internal Controls There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 under the Exchange Act that occurred during the small business issuer's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. PART III ITEM 9: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS Position with Registrant Served as a Director or Officer Name Age Since Eric Wildstein 27 President, C.E.O, August 7, 2007 promoter and director Chih Chun Wu 37 Secretary, Treasurer, July 1, 2005 principal accounting officer, principal financial officer and director The following describes the business experience of the Company's directors and executive officers, including other directorships held in reporting companies: MR. Wildstein has acted as our President and Chief Executive Officer since August 7, 2007. After graduating with a Bachelor's of Science degree in Kinesiology from Arizona State University in 2003, Mr. Wildstein was involved in the set-up and operation of a successful chain of health food restaurants and related catering operations in Scottsdale, Arizona. During this time, Mr. Wildstein was also involved in venture capital investments and was associated with an established hospitality company involved in the public relations and event management sector. Mr. Wildstein devotes 20% of his business time to our affairs. He is responsible for managing the implementation of our marketing strategy for the bamboo wood flooring products. MS. Wu has acted as our Secretary and Treasurer since our incorporation on July 1, 2005. She graduated with a degree in fine arts from Taiwan's Zhi Shan Industrial Technical College. From 1989 to 1992, she worked as a manager trainee at Taiwan's Longtan Artist Gallery and Academy. During this period, she also consulted for a supermarket chain in designing and planning their window display. For the period from 1992 to 2000, Ms. Wu worked in her family-owned computer distribution company, Vickers Computer Company Ltd., where she was involved in the marketing and shipping department. Since 2000, she has acted as a strategic business and marketing consultant, primarily in the development of clients' Asian expansion programs. Her clients have been Candorado Operating Company Ltd., Blue Lightning Ventures (now known as Universal Uranium Ltd.) and Big Bar Gold Corporation, all of which are Canadian reporting companies. As well, she has provided similar services to Davi Skin Inc., a U.S. reporting company, where she has assisted in the development of an Asian marketing and distribution plan for that company's skincare products. Ms. Wu devotes 25% of his business time to our affairs. She is responsible for overseeing our day to day affairs, including all administrative aspects. Along with Mr. Biles, she is responsible for implementing our marketing and distribution strategies. All directors are elected annually by our shareholders and hold office until the next Annual General Meeting. Each officer holds office at the pleasure of the board of directors. No director or officer has any family relationship with any other director or officer. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% shareholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. Based on our review of the copies of such forms we received, we believe that during the fiscal year ended February 29, 2008 all such filing requirements applicable to our officers and directors were complied with exception that reports were filed late by the following persons: Number TransactionsKnown Failures Of late Not Timely To File a Name and principal position Reports Reported Required Form ------------------------------------------------------------------------------- ---------- Eric Wildstein 0 0 0 (President and director) Chih Chun Wu 0 0 0 (Secretary, treasurer and director) ITEM 10: EXECUTIVE COMPENSATION The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the fiscal year ended February 29, 2008.

Annual Compensation Long Term Compensation Other Restricted All Annual Stock Options LTIP Other Name Year Salary Bonus Compensation Awarded /SARs# Payouts$ Compensation (1) & Title Eric Wildstein, President 2007 0 0 0 0 0 0 0 Chih Chun Wu, Secretary Treasurer 2007 0 0 0 0 0 0 0 Bruce Biles, Past President 2007 0 0 0 0 0 0 0

ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth information regarding the beneficial ownership of our shares of common stock at February 29, 2008, by (i) each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock, (ii) each of our directors, (iii) our executive officers, and (iv) by all of our directors and executive officers as a group. Each person named in the table, has sole voting and investment power with respect to all shares shown as beneficially owned by such person and can be contacted at our executive office address. TITLE OF NAME AND ADDRESS BENEFICIAL PERCENT CLASS OF BENEFICIAL OWNER OWNERSHIP OF CLASS COMMON Eric Wildstein 6,000,000 14.54% STOCK President, Chief Executive Officer and Director 3723 East Maffeo Road Phoenix, Arizona, USA, 89050 COMMON Chih Chun Wu 15,000,000 36.33% STOCK Secretary, Treasurer Principal Accounting Officer and Director No. 6 Hua Nan Road Longtan, Taoyuan Taiwan COMMON All officers and 21,000,000 50.87% STOCK directors as a group that consists Of shares two people The percent of class is based on 41,283,333 shares of common stock issued and outstanding as of the date of this annual report. ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS None of our directors or officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to all of our outstanding shares, nor any promoter, nor any relative or spouse of any of the foregoing persons has any material interest, direct or indirect, in any transaction since our incorporation or in any presently proposed transaction which, in either case, has or will materially affect us. Our management is involved in other business activities and may, in the future become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between our business and their other business interests. In the event that a conflict of interest arises at a meeting of our directors, a director who has such a conflict will disclose his interest in a proposed transaction and will abstain from voting for or against the approval of such transaction. ITEM 13: EXHIBITS AND REPORTS Exhibits 3.1* Articles of Incorporation 3.2* Bylaws 10.1* Marketing and Sales Distribution Agreement 31.1 Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 31.2 Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 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 * filed as an exhibit to our registration statement on Form SB-2 dated May 26, 2006 Reports on Form 8-K We did not file any reports on Form 8-K during the last quarter of fiscal 2008. ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES Our principal accountants, Dale Matheson Carr-Hilton LaBonte, Chartered Accountants, rendered invoices to us during the fiscal periods indicated for the following fees and services: Fiscal year ended Fiscal year ended February 29, 2008 February 28, 2007 Audit fees $12,500 $11,000 Audit-related fees Nil Nil Tax fees Nil Nil All other fees Nil Nil Audit fees consist of fees related to professional services rendered in connection with the audit of our annual financial statements, the review of the financial statements included in each of our quarterly reports on Form 10-QSB. Our policy is to pre-approve all audit and permissible non-audit services performed by the independent accountants. These services may include audit services, audit-related services, tax services and other services. Under our audit committee's policy, pre-approval is generally provided for particular services or categories of services, including planned services, project based services and routine consultations. In addition, we may also pre-approve particular services on a case-by-case basis. We approved all services that our independent accountants provided to us in the past two fiscal years. SIGNATURES Pursuant to the requirements of Section 13 and 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be igned on its behalf by the undersigned, thereunto duly authorized. Regal Life Concepts, Inc. By /s/ Eric Wildstein Eric Wildstein President, CEO & Director Date: May 29, 2008 In accordance with the Securities Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By /s/ Eric Wildstein __________ Eric Wildstein President, CEO & Director Date: May 29, 2008 By /s/ Wu Chih Chun___________ Chih Chun Wu Secretary and Director Date: May 29, 2008