Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[ X ] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the period ended November 30, 2010
___________________
[ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act
of 1934
For the transition period ____________ to ____________.
Commission File Number 333-134536
UHF Logistics Group, Inc.
__________________________________________________________________
(Exact name of Small Business Issuer as specified in its charter)
Nevada Pending
_______________________________ _________________________________
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
4/F, Building 1,Anle Industrial Park
Nantouguankou Road 2, Nanshan District
Shenzhen,China 518052
________________________________________ _____________________________
(Address of principal executive offices) (Postal or Zip Code)
Issuer's telephone number, including area code: 86-755-26470266
_________________________
Regal Group, Inc.
_________________________________________________________________
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant(1) has filed all reports required
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 day.
[ X ] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer {square} Accelerated filer {square}
Non-accelerated filer {square} Smaller reporting company {checked-box}
(Do not check if a smaller reporting company)
1
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes [ ] No [ x ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 58,816,665 shares of common
stock with par value of $0.001 per share outstanding as of January 19, 2011.
2
TABLE OF CONTENTS
Page
PART I - FINANCIAL INFORMATION 4
Item 1. Financial Statements. 4
Item 2. Management's Discussion And Analysis Of Financial Condition
And Results Of Operation 11
Item 3. Quantitative and Qualitative Disclosures About Market Risk 13
Item 4T. Controls And Procedures 14
PART II - OTHER INFORMATION 15
Item 1. Legal Proceedings 15
Item 2. Unregistered Sales Of Equity Securities And Use Of Proceeds 15
Item 3. Defaults Upon Senior Securities 16
Item 4. Submission Of Matters To A Vote Of Security Holders 16
Item 5. Other Information 16
Item 6. Exhibits 16
SIGNATURES 17
3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Index To Financial Statements
Consolidated Balance Sheets F-1
Consolidated Statements Of Operations F-2
Statements Of Cash Flows F-3
Notes To Consolidated Financial Statements F-4
4
UHF LOGISTICS GROUP, INC.
(FORMERLY REGAL GROUP, INC.)
CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2010
(UNAUDITED)
5
UHF LOGISTICS GROUP, INC.
(FORMERLY REGAL GROUP, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
November 30, 2010 February 28, 2010
ASSETS
CURRENT
Cash $ 17,428 $ 191,699
Accounts receivable 126,556 -
Other receivables 14,604 -
Inventory 13,699 -
172,287 191,699
EQUIPMENT, net 16,472 4,622
INTELLECTUAL PROPERTY RIGHTS, net (Note 2) 1,886,439 -
$ 2,075,198 $ 196,321
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT
Accounts payable and accrued liabilities $ 219,549 $ 21,440
Due to related party 651 -
220,200 21,440
STOCKHOLDERS' EQUITY
Common stock (Note 3)
Authorized:
100,000,000 common shares, par value $0.001 per share
Issued and outstanding:
58,816,665 common shares (February 28, 2010 - 46,816,665)
58,816 46,816
Additional paid-in capital 6,261,967 891,117
Deficit accumulated during the
development stage (4,466,004) (763,052)
Accumulated other comprehensive income 219 -
1,854,998 174,881
$2,075,198 $ 196,321
The accompanying notes are an integral part of these financial statements.
F - 1
6
UHF LOGISTICS GROUP, INC.
(FORMERLY REGAL GROUP, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Cumulative
from
Three Three Nine Nine July 1, 2005
Months Months Months Months (Date of
Ended Ended Ended Ended Inception) to
November November November November November
30, 2010 30, 2009 30, 2010 30, 2009 30, 2010
SALES $ 214,239 $ - $ 219,749 $ - $ 219,749
COST OF SALES 138,109 - 140,916 - 140,916
76,130 - 78,833 - 78,833
EXPENSES
Amortization (Note 2) 175,444 1,099 215,973 1,184 217,752
Bank charges 78 119 261 347 1,586
Filing and transfer agent fees 115 1,276 255 1,926 34,829
Financing charge (Note 3) - - 789,850 - 789,850
Management fees - 7,500 11,500 27,500 113,384
Office 31,297 1,960 58,090 10,522 90,159
Professional fees 27,700 10,573 133,509 30,424 353,944
Stock based compensation (Note 2) - - 2,523,000 - 2,523,000
Travel and promotion 14,973 18,908 49,347 51,590 220,333
Loss before Other Item (173,477) (41,435) (3,702,952) (123,493) (4,266,004)
OTHER ITEM
Impairment of loan receivable - - - - (200,000)
NET LOSS $(173,477) $(41,435) $(3,702,952) $(123,493) $(4,466,004)
NET LOSS PER SHARE - BASIC AND DILUTED $ (0.00) $ (0.00) $ (0.07) $ (0.00)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
- BASIC AND DILUTED
58,816,665 46,816,665 51,747,574 46,816,665
The accompanying notes are an integral part of these financial statements.
F - 2
7
UHF LOGISTICS GROUP, INC.
(FORMERLY REGAL GROUP, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Cumulative from
July 1, 2005
Nine Months Nine Months (Date of
Ended Ended Inception) to
November 30, November 30, November 30,
2010 2009 2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(3,702,952) $(123,493) $(4,466,004)
Non-cash items:
Amortization 215,973 1,184 217,752
Donated capital - - 20,000
Impairment of loan receivable - - 200,000
Financing charge 789,850 - 789,850
Stock based compensation 2,523,000 - 2,523,000
Changes in non-cash operating
working capital items:
Accounts receivable (101,213) - (101,213)
Other receivables (9,741) - (9,741)
Prepaid expenses - (6,090) -
Inventory (13,699) - (13,699)
Accounts payable and accrued
liabilities 125,542 (25,121) 146,982
Due to related party 453 - 453
NET CASH USED IN OPERATING ACTIVITIES (172,787) (153,520) (692,620)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of equipment (1,648) (2,712) (8,049)
Loan receivable - - (200,000)
NET CASH USED IN INVESTING ACTIVITIES (1,648) (2,712) (208,049)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common shares - - 917,933
NET CASH PROVIDED BY FINANCING ACTIVITIES - - 917,933
EFFECT OF FOREIGN CURRENCY TRANSLATION 164 - 164
INCREASE (DECREASE) IN CASH (174,271) (156,232) 17,428
CASH, BEGINNING 191,699 382,749 -
CASH, ENDING $ 17,428 $ 226,517 $ 17,428
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid for:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
NON -CASH TRANSACTION:
Share issuance for acquisition of UHF $ 12,000 $ - $ -
The accompanying notes are an integral part of these financial statements.
F - 3
8
UHF LOGISTICS GROUP, INC.
(FORMERLY REGAL GROUP, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2010
(UNAUDITED)
1.BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements have been
prepared in accordance with United States generally accepted accounting
principles for interim financial information and with the rules and regulations
of the Securities and Exchange Commission ("SEC"). They do not include all
information and footnotes required by United States generally accepted
accounting principles for complete financial statements. However, except as
disclosed herein, there has been no material changes in the information
disclosed in the notes to the financial statements for the year ended February
28, 2010 included in the Company's Annual Report on Form 10-K filed with the
SEC. The unaudited interim financial statements should be read in conjunction
with those financial statements included in the Form 10-K. In the opinion of
Management, all adjustments considered necessary for a fair presentation,
consisting solely of normal recurring adjustments, have been made. Operating
results for the period ended November 30, 2010 are not necessarily indicative of
the results that may be expected for the year ending February 28, 2011.
2. SHARE EXCHANGE TRANSACTION
On August 10, 2010, The Company entered into a Share Exchange Agreement
("Agreement") to acquire 100% of the issued and outstanding shares of UHF
Logistics Limited ("UHF"), a private company incorporated in Hong Kong, and its
wholly owned subsidiary Shenzhen Rui Pu Da Electronics Technology Company Ltd.
("RPD"), a private company incorporated in the People's Republic of China, in
exchange for 12,000,000 shares of the common stock of the Company. RPD
specializes in the development, production, and sales of radio frequency
identification ("RFID") hardware. The Agreement also provided that certain
shareholders of the Company agreed to sell 14,500,000 shares of the common stock
of the Company at $0.01 per share to the new senior management members who
joined RPD as a consequence of the acquisition. The difference between the fair
value of the 14,500,000 shares and the amount paid of $2,523,000 was recorded as
a compensation expense. 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:
A. If after 12 months from the conclusion of the Financing, the earnings
before interest, taxes, depreciation and amortization ("EBITDA") of RPD is
less than $300,000, the shareholders of UHF shall retain ownership of
6,200,000 of the 12,000,000 shares and the remaining 5,800,000 shares will
be subject to cancellation;
B. If after 12 months from the conclusion of the Financing, the EBITDA of RPD
is more than $300,000 but less than US $850,000, the shareholders of UHF
shall retain ownership of 9,000,000 of the 12,000,000 shares and the
remaining 3,000,000 shares will be subject to cancellation; and
9
F - 4
UHF LOGISTICS GROUP, INC.
(FORMERLY REGAL GROUP, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2010
(UNAUDITED)
C. If after 12 months from the conclusion of the Financing, the EBITDA of RPD
is more than $850,000, the shareholders of UHF shall retain ownership of
the 12,000,000 shares; and
D. 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.
The allocation of the purchase price of UHF to the fair value of the assets and
liabilities acquired is as follows:
Purchase price
Fair value of shares issued $ 2,070,000
----------------
Assets 42,351
Liabilities (73,725)
----------------
Net liabilities acquired (31,374)
----------------
Intellectual property rights $ 2,101,374
----------------
Intellectual property rights have useful lives of three years and $214,935 has
been recorded in amortization expense for the period from August 10, 2010 to
November 30, 2010.
3. COMMON STOCK
During the nine months ended November 30, 2010, the Company issued 12,000,000
shares to UHF to acquire all the issued and outstanding shares of UHF and its
wholly owned subsidiary RPD (Note 2).
During the nine months ended November 30, 2010, the Company extended the life of
4,333,335 warrants for two years. The incremental fair value resulting from this
extension was $789,850 and was recorded as a financing charge and additional
paid-in capital. The following assumptions were used for the Black-Scholes
valuation: dividend yield - 0; Expected stock price volatility - 163%; risk-free
interest rate - 0.76%; Expected life of warrants - 2 year. As at November 30,
2010, there were 4,333,335 warrants outstanding with an exercised price of $1
per share and an expiry date of May 28, 2012.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
FORWARD-LOOKING STATEMENTS
This Form 10-Q includes "forward-looking statements" within the meaning of the
"safe-harbor" provisions of the Private Securities Litigation Reform Act of
1995. Such statements are based on management's current expectations and are
subject to a number of factors and uncertainties that could cause actual results
to differ materially from those described in the forward-looking statements.
All statements other than historical facts included in this Form, including
without limitation, statements under "Plan of Operation", regarding our
financial position, business strategy, and plans and objectives of management
for the future operations, are forward-looking statements.
Although we believe that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such expectations will
prove to have been correct. Important factors that could cause actual results
to differ materially from our expectations include, but are not limited to,
market conditions, competition and the ability to successfully complete
financing.
IN GENERAL
We were formed in the State of Nevada on July 1, 2005 as "Regal Rock, Inc". On
December 3, 2007, we changed our name to "Regal Life Concepts, Inc.," and on
March 31, 2010, we changed our name to "Regal Group Inc.". Subsequent to the
quarter, we changed our name to "UHF Logistics Group, Inc.", effective January
6, 2011. Until August 10, 2010, our Company's principal office was located in
Phoenix, Arizona and we were a public "shell" company in the exploration stage
since formation and had not realized any revenues from our initial planned
operations.
We subsequently became engaged in the business of acquiring private companies
based and operating in China and providing these companies with support,
including administrative, legal, accounting and marketing assistance. We also
plan to provide these companies with an infusion of capital to further their
business plan. We believe that equity investments in China present one of the
most attractive global investment opportunities available in the coming four to
seven years. The local Chinese equity markets are highly concentrated, serving
only a small fraction of the local corporate market. This fact, taken together
with current international economic uncertainty, presents a unique opportunity
to acquire small, growing and profitable Chinese companies at historically
realistic valuations.
Pursuant to a Share Exchange Agreement dated July 15, 2010 and the transactions
contemplated thereby, the Company acquired UHF Logistics Limited, a Hong Kong
corporation ("UHF") from UHF shareholders and as a result, acquired UHF's
controlled subsidiary, Shenzhen Rui Pu Da Electronic Technology Company Ltd
("RPD"), a Chinese limited liability company engaged in the development of RFID
(Radio Frequency Identification) solutions in the People's Republic of China
("China" or the "PRC"). The closing of the Share Exchange took place on August
10, 2010.
11
Since August 10, 2010, we are now based in the city of Shenzhen, China and
through RPD, our Chinese operating subsidiary, we are now focused on the
business of developing proprietary and integrating off-the-shelf RFID solutions
to service contracts acquired by RPD and its related company, Shenzhen DDCT
Communication Technology Co ("DDCT"), for clients requiring solutions for supply
chain management, parkade management, cigarette industry logistics, the pig
breeding industry, and anti-theft and secured access applications in China.
Although we are now focused on and commenced the execution of our business plan
for the RFID sector and have achieved some initial revenues during the current
financial quarter, we are still considered a development stage company as
achieved revenues are still small and the Company is still in its earlier
execution stage of its business plan for the sector in China.
RPD specializes in the development, production, and sales of RFID UHF (ultrahigh
frequency) hardware, including UHF readers, antenna and tags. The company owns
intellectual property rights to its next generation RFID technology platform and
its RFID products are designed for a broad range of applications that span
personal and property safety and security management, e-ticketing management,
tracking in animal breeding, pharmaceutical product fraud prevention, and
warehouse/inventory control.
During the quarter, RPD received a purchase order for RMB1.03 million
(approximately US$155,600) for primarily UHF RFID tags and three other purchase
orders amounting to RMB515,200 (approximately US$77,831) , which purchase orders
primarily related to a tender put out by Henan Electric Power Company for its
subsidiary, Henan Electric Power Measurement Center (HEPMC) for a smart 3D
logistics warehouse project. HEPMC is China's first provincial measurement
center adopting a "province-centered" model for consolidated smart power
measurement. The Center intends to employ state-of-the-art intelligent
automated energy meter testing systems and automated three-dimensional logistics
warehousing systems to integrate company resources, standardize energy
measurement and data transfer, centralize electrical meter inspection and
calibration to allow for annual inspection capacity of over 1.5 million units of
single phase meters and 100,000 units of three-phase energy meters in the Henan
Province, and unify storage and distribution of power meter inventory. The
smart RFID-enabled meter application, underlying the imbedded RFID tag in each
individual power meter, is one of the first automation process undertaken in the
power industry in China to optimize the bulk procurement and inspection
process, achieve better inventory control, enhance the meter reading process and
perfect the authentication of individual meters installed at each household.
We intend to retain one full-time project coordinator in the next six months to
handle all business matters and communication with our subsidiary companies
respecting business development, marketing and promotion aspects of UHF and
related Chinese projects. We also intend to provide working capital funding to
our operating subsidiaries in China to increase marketing efforts in China as
well as provide them with a stronger registered capital base in order to
directly tender for larger government contracts as well as fund initial
inventory requirements for contracts awarded. Other than as disclosed herein, we
have no plans to significantly change our number of employees for the next 12
months.
We therefore expect to incur the following costs in the next 12 months in
connection with our business operations:
12
Marketing costs: $ 75,000
General administrative costs: $ 100,000
Working Capital $ 500,000
Total: $ 675,000
In addition, we anticipate spending an additional $40,000 on professional fees.
Total expenditures over the next 12 months are therefore expected to be
$715,000.
We do not have sufficient funds on hand to undertake intended business
operations to meet our obligations for the next twelve-month period. As a
result, we will need to seek additional funding in the near future.
If we are unable to raise the required financing, we will be delayed in
conducting our business plan.
RESULTS OF OPERATIONS FOR THE THREE MONTH PERIOD ENDING NOVEMBER 30, 2010
We earned $214,239 in revenues for the three months ended November 30, 2010
resulting from the Company's receipt of various purchase orders relating to the
construction of a 3D warehouse management system for the Henan Power Industry.
During the same period, we incurred operating expenses of $249,607 consisting of
professional fees of $27,700, travel and promotional expenses of $14,973, office
charges of $31,297, bank charges of $78, filing and transfer agent fees of $115
and amortization charges of $175,444.
RESULTS OF OPERATIONS FOR THE NINE MONTH PERIOD ENDING NOVEMBER 30, 2010
We earned $219,749 in revenues for the nine months ended November 30, 2010.
During the same period, we incurred operating expenses of $3,781,785 consisting
of professional fees of $133,509, travel and promotional expenses of $49,347,
management fees of $11,500, office charges of $58,090, bank charges of $261,
filing and transfer agent fees of $255, amortization charges of $215,973 and
financing charge of $789,850 due to the extension of common shares warrant and
stock based compensation expense of $2,523,000 due to the sale of 14,500,000
shares by the company's shares to the new management of RPD.
At November 30, 2010, we had assets of $2,075,198, consisting of $17,428 in
cash, accounts receivable of $126,556, other receivables of $14,604, inventory
of $13,699, equipment recorded at $16,472 and intellectual property rights of
$1,886,439. We have accrued liabilities of $220,200 as of November 30, 2010.
We have not to date attained profitable operations and are dependent upon
obtaining financing to pursue our intended operating activities and expand the
operations scope for our acquired operations in the RFID sector. For these
reasons our auditors believe that there is substantial doubt that we will be
able to continue as a going concern.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
13
ITEM 4T. CONTROLS AND PROCEDURES
EVALUATION AND DISCLOSURE CONTROLS AND PROCEDURES
The Company, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Principal
Accounting Officer, has evaluated the effectiveness of the design and operation
of the Company's "disclosure controls and procedures," as such term is defined
in Rules 13a-15e promulgated under the Exchange Act. Based upon that evaluation,
the Chief Executive Officer and Principal Accounting Officer have concluded that
the disclosure controls and procedures were not effective as of the end of the
period covered by this report due to a material weakness identified by
management relating to the (1) lack of a functioning audit committee and lack of
a majority of outside directors on the Company's board of directors, resulting
in ineffective oversight in the establishment and monitoring of required
internal controls and procedures; (2) inadequate segregation of duties
consistent with control objectives; (3) insufficient written policies and
procedures for accounting and financial reporting with respect to the
requirements and application of US GAAP and SEC disclosure requirements; and (4)
ineffective controls over period end financial disclosure and reporting
processes.
Based upon its evaluation, our management, with the participation of our Chief
Executive Officer and Principal Accounting Officer, has concluded there is a
material weakness with respect to its internal control over financial reporting
as defined in Rule 13a-15(e).
We are committed to improving our financial organization. As part of this
commitment, we will create a position to segregate duties consistent with
control objectives and will increase our personnel resources and technical
accounting expertise within the accounting function when funds are available to
the Company: i) Appointing one or more outside directors to our board of
directors who shall be appointed to the audit committee of the Company resulting
in a fully functioning audit committee who will undertake the oversight in the
establishment and monitoring of required internal controls and procedures such
as reviewing and approving estimates and assumptions made by management; and
ii) Preparing and implementing sufficient written policies and checklists which
will set forth procedures for accounting and financial reporting with respect to
the requirements and application of US GAAP and SEC disclosure requirements.
Management believes that the appointment of one or more outside directors, who
shall be appointed to a fully functioning audit committee, will remedy the lack
of a functioning audit committee and a lack of a majority of outside directors
on the Company's Board. In addition, management believes that preparing and
implementing sufficient written policies and checklists will remedy the
following material weaknesses (i) insufficient written policies and procedures
for accounting and financial reporting with respect to the requirements and
application of US GAAP and SEC disclosure requirements; and (ii) ineffective
controls over period end financial close and reporting processes. Further,
management believes that the hiring of additional personnel who have the
technical expertise and knowledge will result in proper segregation of duties
and provide more checks and balances within the
14
financial reporting department. Additional personnel will also provide the
cross training needed to support the Company if personnel turn over issues
within the financial reporting department occur. This coupled with the
appointment of additional outside directors will greatly decrease any control
and procedure issues the Company may encounter in the future.
A control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. Because of the inherent limitations in all control systems, our
evaluation of controls can only provide reasonable assurance that all control
issues, if any, within a company have been detected. Such limitations include
the fact that human judgment in decision-making can be faulty and that
breakdowns in internal control can occur because of human failures, such as
simple errors or mistakes or intentional circumvention of the established
process. The company thus hereby conclude that the Company's disclosure
controls and procedures were ineffective at a reasonably assurance level.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There were no changes to the internal controls during the quarter ended November
30, 2010 that have materially affected or that are reasonably likely to
materially affect the internal controls over financial reporting.
PART II- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any pending legal proceeding. Management is not
aware of any threatened litigation, claims or assessments.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
In connection with the closing of the Exchange Agreement on August 10, 2010, the
Company issued an aggregate of 12,000,000 Newly Issued Regal Shares to the
Selling Shareholders in exchange for UHF Shares.
The exchange of the UHF Shares for the Newly Issued Regal Shares qualifies as an
exemption from registration pursuant to Rule 903 of Regulation S promulgated
under the Securities Act of 1933. We believe that this exemption from
registration was available because each shareholder represented to us in a duly
signed Certificate of Non-US Shareholder, among other things, that he, she or it
was a non-U.S. person as defined in Regulation S, was not acquiring the shares
for the account or benefit of, directly or indirectly, any U.S. person, had the
intention to acquire the securities for investment purposes only and not with a
view to or for sales in connection with any distribution thereof, and that such
shareholder was sophisticated and was able to bear the risk of loss of the
entire investment. Further, we did not otherwise engage in distribution of
these shares in the U.S.
15
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
Exhibits
31.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
16
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
January 19, 2011
UHF Logistics Group, Inc.
/s/ Parrish Medley
-----------------------------------------
Parrish Medley, President, CEO & Director
17
