Attached files
| file | filename |
|---|---|
| 8-K/A - Regal Life Concepts, Inc. | v193168_8ka.htm |
| EX-2.1 - Regal Life Concepts, Inc. | v193168_ex2-1.htm |
| EX-14.1 - Regal Life Concepts, Inc. | v193168_ex14-1.htm |
| EX-99.1 - Regal Life Concepts, Inc. | v193168_ex99-1.htm |
| EX-99.2 - Regal Life Concepts, Inc. | v193168_ex99-2.htm |
REGAL GROUP, INC.
(Formerly Regal Life Concepts,
Inc.)
(A Development Stage
Company)
PRO FORMA CONSOLIDATED FINANCIAL
STATEMENTS
February 28, 2010 and May 31,
2010
REGAL GROUP, INC.
(Formerly Regal Life Concepts,
Inc.)
(A Development Stage
Company)
INTRODUCTION AND BASIS OF
PRESENTATION
FOR PRO FORMA CONSOLIDATED FINANCIAL
STATEMENTS
The following pro forma consolidated
financial statements give effect to the acquisition of UHF Logistics Limited (“UHF”) by Regal Group, Inc ( “Regal”, the “Company”).
By Share Exchange Agreement dated July
15, 2010, Regal,
a corporation incorporated
in Nevada on July 5, 2005, acquired 100% of the issued and outstanding shares of
UHF, a private corporation incorporated in Hong Kong on October 20,
2009, and its wholly-owned
subsidiary, Shenzhen RPD
Electronics Technology Co (“RPD”) incorporated in the People’s Republic of
China on April 14, 2006, in exchange for
12,000,000 shares of common stock of the Company representing 20.4%
of its total issued and outstanding shares at the time. Concurring with the
closing, the shareholders of Regal agreed to sell 14,500,000 shares of common
stock of the Company to the senior management members of
RPD.
The consolidated results of operations of
Regal going forward will include those of Regal for the period from
its inception on July
1, 2005 and those of UHF
since the acquisition date of July 15, 2010.
The following pro forma consolidated
balance sheets and
statements of net loss and deficit include the balance sheet and statement of
net loss and deficit of
Regal and UHF as of February 28, 2010, as if the acquisition occurred on
that date, and the balance
sheet and statement of net loss and deficit
of Regal and UHF as of May
31, 2010.
The pro forma consolidated balance
sheets and statements of net loss and deficit should be read in conjunction with the
separate historical financial statements for both Regal and UHF, appearing
elsewhere herein, as follows:
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(i)
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for Regal, audited financial
statements for the years ended February 28, 2010 and 2009 as recently
filed in Form 10K, and unaudited financial statements for the three months
ended May 31, 2010 as filed recently in Form 10Q;
and
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|
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(ii)
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for UHF, unaudited combined
financial statements for the three month ended December 31, 2009 and the
unaudited condensed consolidated financial statements for the six months
ended June 30, 2010.
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The fiscal year ends for Regal is
February 28 and for UHF is December 31. The pro forma balance sheet and loss per
share data of Regal are indicative of its consolidated financial position, had
the acquisition occurred on February 28, 2010.
REGAL GROUP, INC.
(Formerly Regal Life Concepts,
Inc.)
(A Development Stage
Company)
PRO FORMA CONSOLIDATED BALANCE
SHEET
As at February 28,
2010
|
Combined
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Pro-Forma
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Pro-Forma
|
||||||||||||||
|
Regal
|
UHF
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Adjustments
|
Consolidated
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|||||||||||||
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(Note 2)
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||||||||||||||||
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$
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$
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$
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$
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|||||||||||||
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(A)
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(B)
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|||||||||||||||
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ASSETS
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||||||||||||||||
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CURRENT
ASSETS
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||||||||||||||||
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Cash
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191,699 | 69 | - | 191,768 | ||||||||||||
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EQUIPMENT
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4,622 | - | - | 4,622 | ||||||||||||
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INTELLETUAL PROPERTY
RIGHTS
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- | - |
(a)
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2,304,117 | 2,304,117 | |||||||||||
| 196,321 | 69 | 2,304,117 | 2,500,507 | |||||||||||||
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LIABILITIES
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||||||||||||||||
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CURRENT
LIABILITIES
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||||||||||||||||
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Accounts payable and accrued
liabilities
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21,440 | 186 | - | 21,626 | ||||||||||||
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STOCKHOLDERS'
EQUITY
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||||||||||||||||
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COMMON
STOCK
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||||||||||||||||
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$0.001 par value; 100,000,000
shares authorized
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||||||||||||||||
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58,816,665 issued and
outstanding
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46,816 | 1 |
(a)
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(1 | ) | |||||||||||
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(a)
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12,000 | 58,816 | |||||||||||||
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ADDITIONAL PAID IN
CAPITAL
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891,117 | - |
(a)
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2,292,000 | 3,183,117 | |||||||||||
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DEFICIT ACCUMULATED DURING
DEVELOPMENT STAGE
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(763,052 | ) | (118 | ) (a) | 118 | (763,052 | ) | |||||||||
| 174,881 | (117 | ) | 2,304,117 | 2,478,881 | ||||||||||||
| 196,321 | 69 | 2,304,117 | 2,500,507 | |||||||||||||
The accompanying notes are an integral
part of these pro forma financial statements.
REGAL GROUP, INC.
(Formerly Regal Life Concepts,
Inc)
(A Development Stage
Company)
PRO FORMA CONSOLIDATED STATEMENT
OF NET LOSS AND DEFICIT
For the Year Ended February 28,
2010
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Combined
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Pro-Forma
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Pro-Forma
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||||||||||||||
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Regal
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UHF
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Adjustments
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Consolidated
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|||||||||||||
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(Note 2)
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||||||||||||||||
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$
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$
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$
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$
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|||||||||||||
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(A)
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(B)
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|||||||||||||||
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Net
Loss
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(374,484 | ) | (866 | ) (a) | 866 | (374,484 | ) | |||||||||
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Deficit,
Beginning
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(388,568 | ) | 748 | (a) | (748 | ) | (388,568 | ) | ||||||||
| (a) | 118 | |||||||||||||||
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Deficit,
End
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(763,052 | ) | (118 | ) | - | (763,052 | ) | |||||||||
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Basic and diluted
net loss per
share
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$ | (0.01 | ) | $ | (0.09 | ) | $ | (0.01 | ) | |||||||
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Weighted average
number of common shares
outstanding
used in computing basic anddiluted net loss per
share
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46,816,665 | 10,000 | 46,849,542 | |||||||||||||
REGAL GROUP, INC.
(Formerly Regal Life Concepts,
Inc.)
(A Development Stage
Company)
PRO FORMA CONSOLIDATED BALANCE
SHEET
As at May 31,
2010
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Consolidated
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Pro-Forma
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Pro-Forma
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||||||||||||||
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Regal
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UHF
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Adjustments
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Consolidated
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|||||||||||||
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(Note 2)
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||||||||||||||||
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$
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$
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$
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$
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|||||||||||||
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(C)
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(D)
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|||||||||||||||
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ASSETS
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CURRENT
ASSETS
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Cash
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113,870 | 40 | - | 113,910 | ||||||||||||
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EQUIPMENT
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4,580 | - | - | 4,580 | ||||||||||||
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INTELLETUAL
PROPERTY RIGHTS
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- | - | (a) | 2,304,117 | 2,304,117 | |||||||||||
| 118,450 | 40 | 2,304,117 | 2,422,607 | |||||||||||||
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LIABILITIES
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||||||||||||||||
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CURRENT
LIABILITIES
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||||||||||||||||
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Accounts payable and accrued
liabilities
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56,402 | 20,846 | 77,248 | |||||||||||||
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STOCKHOLDERS'
EQUITY
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||||||||||||||||
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COMMON
STOCK
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||||||||||||||||
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$0.001 par value; 100,000,000 shares
authorized
|
||||||||||||||||
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58,816,665 issued and
outstanding
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46,816 | 1 | (a) | (1 | ) | |||||||||||
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(a)
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12,000 | 58,816 | |||||||||||||
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ADDITIONAL PAID
IN CAPITAL
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891,117 | - | (a) | 2,292,000 | 3,183,117 | |||||||||||
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DEFICIT
ACCUMULATED DURING DEVELOPMENT STAGE
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(875,885 | ) | (20,807 | ) (a) | 118 | (896,574 | ) | |||||||||
| 62,048 | (20,806 | ) | 2,304,117 | 2,345,359 | ||||||||||||
| 118,450 | 40 | - | 2,422,607 | |||||||||||||
The accompanying notes are an integral
part of these pro forma financial statements.
REGAL GROUP, INC.
(Formerly Regal Life Concepts,
Inc)
(A Development Stage
Company)
PRO FORMA CONSOLIDATED STATEMENT
OF NET LOSS AND DEFICIT
For the Three Months Ended May 31,
2010
|
Combined
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Pro-Forma
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Pro-Forma
|
||||||||||||||
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Regal
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UHF
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Adjustments
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Consolidated
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|||||||||||||
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(Note 2)
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||||||||||||||||
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$
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$
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$
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$
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|||||||||||||
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(C)
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(D)
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|||||||||||||||
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Net
Loss
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(112,833 | ) | (20,689 | ) | - | (133,522 | ) | |||||||||
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Deficit,
Beginning
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(763,052 | ) | (118 | ) (a) | 118 | (763,052 | ) | |||||||||
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Deficit,
End
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(875,885 | ) | (20,807 | ) | 117 | (896,574 | ) | |||||||||
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Basic and diluted
net loss per share
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$ | (0.00 | ) | $ | (2.06 | ) | $ | (0.00 | ) | |||||||
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Weighted average
number of common shares outstanding used in computing
basic anddiluted net loss per share
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46,816,665 | 10,000 | 58,816,665 | |||||||||||||
The accompanying notes are an integral
part of these pro forma financial statements.
REGAL GROUP, INC.
(Formerly Regal Life Concepts,
Inc.)
(A Development Stage
Company)
NOTES TO PRO FORMA CONSOLIDATED
FINANCIAL STATEMENTS
NOTE 1 – Share Exchange
Transaction
On July 15, 2010, Regal entered into a
Share Exchange Agreement (“Agreement”) to acquire 100% of the issued and
outstanding shares of UHF and its wholly owned subsidiary RPD in exchange for
12,000,000 shares of the common stock of the Company. The Agreement
also provided that the shareholders of the Company agreed to sell 14,500,000
shares of the common stock of the Company to the senior management members of
RPD. According to the Agreement, the Company agreed to use its
commercially reasonable efforts to raise up to US $1,000,000 of new capital,
either through the issuance of equity or debt or a combination (“Financing”).
The newly issued 12,000,000 shares may be released to the shareholders of UHF
upon the expiry of the one year escrow, up to 5,800,000 shares may be subject to
cancellation, as follows:
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A.
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If after 12 months from the
conclusion of the Financing, the EBITDA of RPD is less than US$300,000,
the shareholders of UHF shall retain ownership of 6,200,000 of 12,000,000
shares and the remaining 5,800,000 shares will be subject to
cancellation;
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B.
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If after 12 months from the
conclusion of the Financing, the EBITDA of RPD is more than US$300,000 but
less than US $850,000, the shareholders of UHF shall retain ownership of
9,000,000 of 12,000,000 shares and the remaining 3,000,000 shares will be
subject to cancellation; and
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C.
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If after 12 months from the
conclusion of the Financing, the EBITDA of RPD is more than US $850,000,
the shareholders of UHF shall retain ownership of the 12,000,000 shares;
and
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D.
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Paragraphs A-C above
notwithstanding, the escrowed shares shall only be released to the
shareholders of UHF if no claims are made against the Company or any of
its shareholders relating to the intellectual property rights during the
one year period immediately following the execution of the
Agreement.
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The allocation of the purchase price of
UHF to the fair value of the assets and liabilities acquired is as
follows:
| Purchase price | ||||
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Fair value of shares
issued
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$ | 2,304,000 | ||
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Assets
|
69 | |||
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Liabilities
|
186 | |||
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Net liabilities
acquired
|
117 | |||
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Intellectual
property rights
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$ | 2,304,117 |
NOTE 2 - Pro Forma
Adjustments
The pro forma adjustments to the
consolidated balance sheet give effect to the acquisition of UHF as if the
transactions had occurred at February 28, 2010.
Balance sheets and statements of net
loss and deficit as of February 28, 2010 and May 31, 2010
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A.
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Derived from the audited balance
sheet of Regal as at February 28,
2010;
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B.
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Derived from the unaudited
combined balance sheet of UHF and RPD as at December 31,
2009;
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C.
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Derived from the unaudited balance
sheet of Regal as at May 31, 2010;
and
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D.
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Derived from the unaudited
condensed consolidated balance sheet of UHF as at June 30,
2010.
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a.
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To record the purchase of UHF as
calculated in note 1 and eliminate the equity accounts of UHF as at
February 28, 2010 and May 31,
2010.
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