UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q/A

AMENDMENT NO. 1

x	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the period ended May 31, 2009

¨	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period ____________ to __________________.

Commission File Number 333-134536

Regal Life Concepts, Inc.

(Exact name of Small Business Issuer as specified in its charter)

Nevada		Pending
(State or other jurisdiction of		(IRS Employer Identification No.)
incorporation or organization)

3723 E. Maffeo Road Phoenix, Arizona, USA
89050
(Address of principal executive offices)		(Postal or Zip Code)

Issuer’s telephone number, including area code:

516-659-6677

(Former name, former address and former fiscal year, if changed since last report)

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 o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes x No ¨

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 46,816,665 shares of common stock with par value of $0.001 per share outstanding as of July 2, 2009.

EXPLANATORY PARAGRAPH

This Amendment No. 1 on Form 10-Q/A (“Amendment No. 1”) amends the Company’s Quarterly Report on Form 10-Q for the first quarter ended May 31, 2009, as filed with the Securities and Exchange Commission (“SEC”) on July 2, 2009 (“Original Filing”), in response to comments from the staff of the Securities and Exchange Commission regarding certain disclosures which appeared therein. These amendments include the following revisions:

1. Form 10-Q has been revised to contain the cover pages and Items specific to Form 10-Q.

2. Part I, Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations has been revised to more accurately describe the Company’s Plan of Operations.

3. Part I, Item 3 Quantitative and Qualitative Disclosures About Market Risk has been added to the Form 10-Q.

4. Part I, Item Number for Controls and Procedures has been re-designated as Item 4T and has been revised to include the Company’s (i) disclosure controls and procedures, and (ii) changes in internal control over financial reporting.

5. Part I, Item 4T on Disclosure controls and procedures have been revised.

6. Part II, Item 6 Exhibits 31.1 and 31.2 have been revised to comply with the wording specified in Item 601(b)(31) of Regulation S-K and to include internal control over financial reporting and paragraph 4(b) in paragraph four of this certification.

This Amendment No. 1 to the Original Filing is solely for the purpose described above. The Company has not revised, modified or updated any other disclosures that were presented in the Original Filing, unless such revisions, modification or updates were expressly set forth above. This Amendment No. 1 does not reflect any events that may have occurred subsequent to the Original Filing. All other information not affected by this Amendment No. 1 remains unchanged and reflects the disclosure made at the time of the filing of the Original Filing.

TABLE OF CONTENTS

			Page

PART I - FINANCIAL INFORMATION

	Item 1.	Financial Statements.	4

	Item 2.	Management's Discussion and Analysis Of Financial Condition And Results Of Operation	6

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	7

	Item 4T.	Controls And Procedures	8

PART II - OTHER INFORMATION

	Item 1.	Legal Proceedings	9

	Item 2.	Unregistered Sales Of Equity Securities And Use Of Proceeds	9

	Item 3.	Defaults Upon Senior Securities	9

	Item 4.	Submission Of Matters To A Vote Of Security Holders	9

	Item 5.	Other Information	9

	Item 6.	Exhibits	9

SIGNATURES			10

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Index to Financial Statements

Balance Sheets		F-1

Statements Of Operations		F-2

Statements Of Cash Flows		F-3

Notes To The Financial Statements		F-4

REGAL LIFE CONCEPTS, INC.

(A Development Stage Company)

FINANCIAL STATEMENTS

May 31, 2009

REGAL LIFE CONCEPTS, INC.

(A Development Stage Company)

BALANCE SHEETS

	May 31, 2009			February 29, 2009

ASSETS

Current
Cash	$	319,422		$	382,749
Prepaid expenses		2,500			5,000
		321,922			387,749

Equipment, net		5,396			2,727
Loan receivable		200,000			200,000

	$	527,318		$	590,476

LIABILITIES AND STOCKHOLDERS' EQUITY

Current
Accounts payable and accrued liabilities	$	3,124		$	41,111

Stockholders' Equity
Common stock
Authorized:
100,000,000 common shares, par value $0.001 per share
Issued and outstanding:
46,816,665 common shares (February 28, 2009 – 46,816,665)		46,816			46,816
Additional paid-in capital		891,117			891,117
Deficit accumulated during the development stage		(413,739	)		(388,568	)
		524,194			549,365

	$	527,318		$	590,476

The accompanying note is an integral part of these financial statements.

F-1

REGAL LIFE CONCEPTS, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended May 31, 2009			Three Months Ended May 31, 2008			Cumulative from July 1, 2005 (Date of Inception) to May 31, 2009

Expenses
Amortization	$	43		$	43		$	1,005
Bank charges and interest		133			125			1,084
Filing and transfer agent fees		500			-			31,074
Management fees		10,000			1,500			89,384
Office		7,363			1,644			26,469
Professional fees		(6,389	)		13,076			152,306
Rental expenses		-			2,375			4,750
Travel and promotion		13,521			14,395			107,667

Net Loss	$	(25,171	)	$	(33,158	)	$	(413,739	)

Net Loss Per Share – Basic and Diluted	$	(0.00	)	$	(0.00	)

Weighted Average Number of Common Shares Outstanding – Basic and Diluted		46,816,665			41,315,942

The accompanying note is an integral part of these financial statements.

F-2

REGAL LIFE CONCEPTS, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended May 31, 2009			Three Months Ended May 31, 2008			Cumulative from July 1, 2005 (Date of Inception) to May 31, 2009
Cash Flows From Operating Activities:
Net loss	$	(25,171	)	$	(33,158	)	$	(413,739	)
Non-cash items:
Amortization		43			43			1,005
Donated capital		-			1,500			20,000
Changes in non-cash operating working capital items:
Prepaid expenses		2,500			2,374			(2,500	)
Accounts payable and accrued liabilities		(37,987	)		(15,192	)		3,124
Net cash used in operating activities		(60,615	)		(44,433	)		(392,110	)

Cash Flows From Investing Activities:
Acquisition of equipment		(2,712	)		-			(6,401	)
Loan receivable		-			-			(200,000	)
Net cash used in investing activities		(2,712	)		-			(206,401	)

Cash Flows From Financing Activities:
Issuance of common shares		-			75,000			917,933
Net cash provided by financing activities		-			75,000			917,933

Increase (decrease) in cash		(63,327	)		30,567			319,422

Cash, Beginning		382,749			64,141			-

Cash, Ending	$	319,422		$	94,708		$	319,422

Supplemental Disclosure of Cash Flow Information:
Cash paid for:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-

The accompanying note is an integral part of these financial statements.

F-3

REGAL LIFE CONCEPTS, INC.

(A Development Stage Company)

Notes to Financial Statements

May 31, 2009

(Unaudited)

1.	BASIS OF PRESENTATION

The accompanying unaudited interim financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the rules and regulations of the Securities and Exchange Commission (“SEC”). They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended February 28, 2009 included in the Company's Annual Report on Form 10-K filed with the SEC. The unaudited interim financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the six months ended May 31, 2009 are not necessarily indicative of the results that may be expected for the year ending February 28, 2010.

F-4

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 commenced operations as a distributor of bamboo wood flooring products focused on opportunities created by demand in new residential construction and home improvement activity in North America. However, there is no assurance that our initial business model is commercially and economically viable. Further marketing of the product in a broader distribution network will be required before a final evaluation as to the economic feasibility of the Company's initial business plan can be determined. Economic feasibility refers to the ability of an enterprise to conduct its business operations in a profitable and cash-flow positive manner.

We are now focused on potential opportunities in the hospitality, health and wellness and lifestyle sectors. To ensure the viability and solvency of our company, we intend to phase out our business line involving the distribution of bamboo flooring and devote our ongoing business efforts to the wine distribution business in China. We have signed a Capital Increase and Equity Investment Agreement, along with related agreements and contracts required by Chinese regulatory bodies, with Guangzhou AWA Wine Co., Ltd. (“AWA Wine”) to acquire an initial 26% equity stake in AWA Wine (subject to Chinese regulatory approval). A US$200,000 loan instalment has been advanced to AWA Wine under the terms of this agreement. Upon the successful achievement of various business milestones mandated in the executed agreements, we have the option to increase its equity interest to a 51% equity interest in AWA Wine.

The AWA Wine network currently comprises 17 established corporate-owned and franchised locations throughout China that is servicing over a 50,000-strong membership base. The new joint venture will, amongst other initiatives, lead to the opening of additional corporate-owned AWA Wine locations in China and the development of an improved IT infrastructure to enhance backend administration, sales and logistics support. AWA Wine's strategic positioning in this booming China growth sector and its early rapid expansion makes the company an attractive addition to our Health, Wellness and Lifestyle portfolio.

Our plan of operation for the following twelve months is to devote our business efforts in the wine distribution business in China. We will assist and sometimes enter into distribution agreements, through AWA Wine, with vineyards, wineries and suppliers worldwide, providing for sale and distribution opportunities of wine products and related accessories to Guangzhou AWA Wine Co. Ltd. in China.

We intend to develop the wine retail network through AWA Wine by initially providing assistance to AWA Wine in focusing its marketing efforts on setting up more flagship stores in China and recruiting more franchisees all across China. As part of the AWA Wine growth strategy, we plan to expand our distribution and retail network, which will allow us to sell more products on a monthly basis and negotiate on more favourable terms with our suppliers. Successfully executing this strategy will depend on many factors, including:

AWA’s ability to attract and retain qualified distributors that can develop direct sales channels;

AWA’s ability to attract and retain qualified franchisees that will enable us to expand upon our retail membership base and sell through a greater quantity of products on a monthly basis;

AWA’s ability to use and protect the AWA Wine ™ brand, and our other intellectual property, in these new markets and territories; and

AWA’s ability to successfully compete in these new markets and territories.

If we are not successful in expanding the AWA Wine™ brand, our business may fail to grow and our brand may suffer.

We intend to retain one full-time sales and marketing coordinator in the next six months to handle the wine distribution business with AWA Wine. Other than as disclosed herein, we have no plans to significantly change our number of employees for the next 12 months.

We therefore expect to incur the following costs in the next 12 months in connection with our business operations:

Marketing costs:	$	20,000
General administrative costs:	$	30,000

Total:	$	50,000

In addition, we anticipate spending an additional $10,000 on professional fees. Total expenditures over the next 12 months are therefore expected to be $60,000.

We do not have sufficient funds on hand to both complete our intended initial investment in AWA Wine and concurrently undertake intended business operations and our cash reserves are not sufficient to meet our obligations for the next twelve-month period. As a result, we will need to seek additional funding in the near future.

If we are unable to raise the required financing, we will be delayed in conducting our business plan.

Results of Operations For Period Ending May 31, 2009

We did not earn any revenues in the three-month period ended May 31, 2009. During the same period, we incurred operating expenses of $25,171 consisting of professional fees of $(6,389), travel and promotional expenses of $13,521, management fees of $10,000, office charges of $7,363, transfer agent fees of $500, amortization charges of $43 and bank charges of $133.

At May 31, 2009, we had assets of $527,318 consisting of $319,422 in cash, $2,500 in prepaid expenses, equipment recorded at $5,396 and a loan receivable at $200,000. We have accrued liabilities of $3,124 as of May 31, 2009.

We have not attained profitable operations and are dependent upon obtaining financing to pursue exploration activities. For these reasons our auditors believe that there is substantial doubt that we will be able to continue as a going concern.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

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 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.

Changes in Internal Controls Over Financial Reporting

There were no changes to the internal controls during the quarter ended December 31, 2008 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

None.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Submission of Matters to a Vote of Security Holders

None.

Item 5.

Other Information

None.

Item 6.

Exhibits and Report on Form 8-K

31.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

September 8, 2009

Regal Life Concepts, Inc.

/s/ Eric Wildstein

Eric Wildstein, President, CEO & Director