REGAL LIFE CONCEPTS, INC. (FORMERLY REGAL ROCK, INC.) (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS MAY 31, 2008 REGAL LIFE CONCEPTS, INC. (FORMERLY REGAL ROCK, INC.) (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS (UNAUDITED) <TABLE> <CAPTION> May 31, 2008 February 28, 2008 <S> <C> <C> <C> ASSETS CURRENT Cash $94,708 $64,141 Prepaid expenses 884 3,258 95,592 67,399 EQUIPMENT, net 3,365 3,408 $98,957 $70,807 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT Accounts payable and accrued liabilities $8,797 $23,989 Due to related party 24,500 24,500 33,297 48,489 STOCKHOLDERS' EQUITY Common stock (Note 2) Authorized: 100,000,000 common shares, par value $0.001 per share Issued and outstanding: 41,783,333 common shares (February 28, 2008 - 41,283,333) 41,783 41,283 Additional paid-in capital 183,317 107,317 Deficit accumulated during the development stage (159,440) (126,282) 65,660 22,318 $98,957 $70,807 </TABLE> SUBSEQUENT EVENT (NOTE 3) The accompanying notes are an integral part of these financial statements. REGAL LIFE CONCEPTS, INC. (FORMERLY REGAL ROCK, INC.) (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS (UNAUDITED) <TABLE> <CAPTION> Cumulative From Three Months Three Months (Date of Ended Ended Inception) to May 31, 2008 May 31, 2007 May 31, 2008 <S> <C> <C> <C> <C> EXPENSES Amortization $43 $43 $324 43 43 547 Bank charges and interest Filing and transfer agent fees - - 25,943 Management fees 1,500 1,500 15,500 Office 1,644 - 2,115 Professional fees 13,076 - 77,049 Rental expenses 2,375 - 4,750 Travel and promotion 14,935 - 33,212 NET LOSS $(33,158) $(1,596) $(159,440) NET LOSS PER SHARE- BASIC AND DILUTED $(0.00) $(0.00) WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING- BASIC AND DILUTED 41,315,942 41,150,000 </TABLE> The accompanying notes are an integral part of these financial statements. (FORMERLY REGAL ROCK, INC.) (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS (UNAUDITED) <TABLE> <CAPTION> Cumulative From Three Months Three Months (Date of Ended Ended Inception) to May 31, 2008 May 31, 2007 May 31, 2008 <S> <C> <C> <C> <C> CASH FLOWS FROM OPERATING ACTIVITIES Net loss $(33,158) $(1,596) $(159,440) Non-cash items: Amortization 43 43 324 Donated capital 1,500 1,500 15,500 Changes in non-cash operating working capital items: Prepaid expenses 2,374 - (884) Accounts payable and accrued liabilities (15,192) (3,500) 8,797 NET CASH USED IN OPERATING ACTIVITIES (44,433) (3,553) (135,703) CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of equipment - - (3,689) NET CASH USED IN INVESTING ACTIVITIES - - (3,689) CASH FLOWS FROM FINANCING ACTIVITIES Due to related party - 2,000 24,500 Issuance of common shares 75,000 - 209,600 NET CASH PROVIDED BY FINANCING ACTIVITIES 75,000 2,000 234,100 INCREASE (DECREASE) IN CASH 30,567 (1,553) 94,708 CASH, BEGINNING 64,141 3,571 - CASH, ENDING $94,708 $2,018 $94,708 SUPPLEMENTAL CASH FLOW INFORMATION: CASH PAID FOR: Interest $- $- $- Income taxes $- $- $- </TABLE> The accompanying notes are an integral part of these financial statements. REGAL LIFE CONCEPTS, INC. (FORMERLY REGAL ROCK, INC.) (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS MAY 31, 2008 (UNAUDITED) NOTE 1 - BASIS OF PRESENTATION Unaudited Interim Financial Statements The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commoission. They may not include all information and footnotes required by 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 29, 2008, included in the Company's Form 10-KSB filed with the Securities and Exchange Commission. The unaudited interim financial statements should be read in conjunction with those financial statements included in the Form 10-KSB. 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 three months ended May 31, 2008 are not necessarily indicative of the results that may be expected for the year ending February 28, 2009. NOTE 2 - COMMON STOCK During the three months ended May 31, 2008, the Company issued 500,000 common shares for total proceeds of $75,000, which raised the total number of common shares issued and outstanding to 41,783,333. As at May 31, 2008, there were 1,166,665 warrants outstanding at an exercise price of $1.00 per warrant. NOTE 3 - SUBSEQUENT EVENT On May 28, 2008, the Company announced that it is negotiating a standstill agreement with Amaravati Co. Ltd. ("Amaravati"), whereby Amaravati has granted the company a period of exclusivity during which it can complete its due diligence and structure an agreement to acquire Amaravati's principal asset, a 50-room resort located in Chiang Mai, Thailand. As of July 9, 2008, the agreement is still in process and the transaction has not been competed. FORWARD-LOOKING STATEMENTS This Form 10-QSB includes "forward-looking statements" within the meaning of the "safe-harbor" provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. All statements other than historical facts included in this Form, including without limitation, statements under "Plan of Operation", regarding our financial position, business strategy, and plans and objectives of management for the future operations, are forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, market conditions, competition and the ability to successfully complete financing. ITEM 2. PLAN OF OPERATION 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, remodelling 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 remodelling. We sell to customers in both categories. Residential construction activity for both new construction and repair and remodelling 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 report 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. 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: $10,000 Total: $30,000 In addition, we anticipate spending an additional $10,000 on administrative fees. Total expenditures over the next 12 months are therefore expected to be $40,000. Meantime, we continue to review other potential acquisitions of and sales and distribution arrangements with companies involved in the wholesale and manufacturing sectors. We are currently in the process of completing due diligence investigations on a Thailand based spa resort facility as well as various opportunities in the real estate and healthcare sectors. The Company previously announced that we are proceeding with the sale of up to $750,000 in the private placement of its pre-split securities at $0.75 per Unit. Each Unit to consist of one pre-split share of the Company's common stock and one pre-split common share purchase warrant (a "Warrant"). Each Warrant is exercisable into one pre-split share of Common Stock at an exercise price of US$1.00 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. 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 PERIOD ENDING MAY 31, 2008 We did not earn any revenues in the three-month period ended May 31, 2008. During the same period, we incurred operating expenses of $33,158 consisting of professional fees of $13,076, travel and promotional expenses of $14,395, management fees of $1,500, office charges of $4,019, amortization charges of $43 and bank charges of $125. At May 31, 2008, we had assets of $98,957 consisting of $94,708 in cash, prepaid expenses of $884 and a computer recorded at $3,365. We had liabilities as of May 31, 2008 of $33,297 consisting of accounts payable and accrued liabilities of $8,797 and a loan from a director for $24,500. We have not attained profitable operations and are dependent upon obtaining financing to pursue exploration activities. For these reasons our auditors believe that there is substantial doubt that we will be able to continue as a going concern. ITEM 3 CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS We evaluated the effectiveness of our disclosure controls and procedures as of May 31, 2008. This evaluation was conducted by Eric Wildstein, our chief executive officer and Wu Chih Chun, our principal accounting officer. Disclosure controls are controls and other procedures that are designed to ensure that information that we are required to disclose in the reports we file pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported. LIMITATIONS ON THE EFFECTIVE OF CONTROLS Our management does not expect that our disclosure controls or our internal controls over financial reporting will prevent all error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, but no absolute, assurance that the objectives of a control system are met. Further, any control system reflects limitations on resources, and the benefits of a control system must be considered relative to its costs. These limitations also include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of a control. A design of a control system is also based upon certain assumptions about potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost- effective control system, misstatements due to error or fraud may occur and may not be detected. CONCLUSIONS Based upon their evaluation of our controls, Eric Wildstein, our chief executive officer and Wu Chih Chun, our principal accounting officer, have concluded that, subject to the limitations noted above, the disclosure controls are effective providing reasonable assurance that material information relating to us is made known to management on a timely basis during the period when our reports are being prepared. There were no changes in our internal controls that occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls. PART II- OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company is not a party to any pending legal proceeding. Management is not aware of any threatened litigation, claims or assessments. ITEM 2. CHANGES IN SECURITIES None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORT ON FORM 8-K 31.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Current Reports on Form 8-K None. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. July 14, 2008 Regal Life Concepts, Inc. /s/ Eric Wildstein ------------------------------ Eric Wildstein, President </TEXT> </DOCUMENT>