UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
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[X] Definitive Information Statement
REGAL GROUP, INC.
(Name of Registrant As Specified In Its Charter)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which the transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and
the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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REGAL GROUP, INC.
4/F, Building 1,Anle Industrial Park
Nantouguankou Road 2, Nanshan District
Shenzhen, China 518052
Tel: 86-755-26470266
Dear Stockholders:
On November 30, 2010, the board of directors of Regal Group, Inc. (the
"Company") adopted a resolution approving an amendment to the Company's
Certificate of Incorporation to change the Company's corporate name from "Regal
Group Inc." to "UHF Logistics Group, Inc." (the "Name Change").
Subsequently, the Company obtained the written consent of stockholders
representing 67.95% of the Company's common stock issued and outstanding as of
November 30, 2010 (the "Majority Stockholders") to effect the above-mentioned
Name Change. A Certificate of Amendment to our Certificate of Incorporation
effectuating the Name Change will be filed with the Secretary of State of Nevada
(the "Certificate of Amendment"), and the Name Change will become effective at
the close of business on the date it is accepted for filing by the Secretary of
State of Nevada. It is anticipated that the Certificate of Amendment will be
filed on or about January 5, 2011.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
No action is required by you. The accompanying information statement is
furnished only to inform our stockholders of the action described above before
they take place in accordance with the requirements of federal securities laws.
This Information Statement is being mailed on or about December 15, 2010 to all
of the Company's stockholders of record as of the close of business on December
14, 2010.
Sincerely,
/s/ Parrish Medley
Name: Parrish Medley
Title: President
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INFORMATION STATEMENT
December 13, 2010
REGAL GROUP, INC.
4/F, Building 1,Anle Industrial Park
Nantouguankou Road 2, Nanshan District
Shenzhen, China 518052
Tel: 86-755-26470266
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
This Information Statement is furnished by the Board of Directors of Regal
Group, Inc., a Nevada Corporation (the "Company") to the holders of record as of
the close of business on December 14, 2010 (the "Record Date") of the Company's
outstanding common stock, par value $0.001 per share (the "Common Stock")
pursuant to Rule 14c-2 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and pursuant to Section 78.320 of the Nevada Revised Statutes.
The cost of furnishing this Information Statement will be borne by us. We will
mail this Information Statement to registered stockholders and certain
beneficial stockholders where requested by brokerage houses, nominees,
custodians, fiduciaries and other like parties.
This Information Statement informs stockholders of the action taken and approved
on November 30, 2010 by the Company's Board of Directors and by the Company's
stockholders holding 67.95% of the Company's Common Stock issued and outstanding
on November 30, 2010 (the "Majority Stockholders"). The Company's Board of
Directors and the Majority Stockholders approved the amendment of the Company's
Certificate of Incorporation to change the Company's corporate name from "Regal
Group, Inc." to "UHF Logistics Group, Inc." (the "Name Change"). Accordingly,
all necessary corporate approvals in connection with the Name Change have been
obtained, and this Information Statement is furnished solely for the purpose of
informing the Company's stockholders, in the manner required under the
Securities Exchange Act of 1934, as amended, of this corporate action. Pursuant
to Rule 14c-2 under the Exchange Act, the proposals will not be effective until
twenty (20) days after the date this Information Statement is filed with the
Securities and Exchange Commission and a copy thereof is mailed to the Company's
stockholders. Therefore, this Information Statement is being sent to you for
informational purposes only.
THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO
STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED
HEREIN. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY
The Company's stockholders as of the Record Date are being furnished copies of
this Information Statement. This Information Statement is first being mailed or
furnished to our stockholders on or about December 15, 2010.
NO DISSENTERS' RIGHTS
Pursuant to the Nevada Revised Statues, NRS 92A.300 to 92A.500 inclusive, the
corporate action described in this Information Statement does not afford our
stockholders the opportunity to dissent from the action described herein, or to
receive an agreed or judicially appraised value for their shares.
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NOTICE OF ACTIONS TO BE TAKEN PURSUANT TO THE WRITTEN CONSENT OF STOCKHOLDERS
HOLDING A MAJORITY OF THE OUTSTANDING SHARES OF COMMON STOCK OF THE COMPANY IN
LIEU OF A SPECIAL MEETING OF THE STOCKHOLDERS, DATED NOVEMBER 30, 2010.
TO OUR STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that, on November 30, 2010, Regal Group, Inc., a
Nevada corporation (the "Company") obtained the unanimous written consent of its
board of directors ("Board of Directors") and on November 30, 2010, obtained the
written consent of stockholders holding 67.95% (the "Majority Stockholders") of
the voting power of the issued and outstanding shares of the Company's common
stock (the "Common Stock") approving the amendment of the Company's Certificate
of Incorporation (the "Certificate of Incorporation") changing the Company's
corporate name from "Regal Group, Inc." to "UHF Logistics Group, Inc." (the
"Name Change").
OUTSTANDING SHARES AND VOTING RIGHTS
As of November 30, 2010, the Company's authorized capitalization consisted
of 100,000,000 shares of common stock, par value $0.001 (the "Common Stock"), of
which 58,816,666 shares were issued and outstanding.
Each share of Common Stock entitles its holder to one vote on each matter
submitted to the Company's stockholders. However, because the Majority
Stockholders have voted in favor of the foregoing proposal by resolution dated
November 30, 2010, and having sufficient voting power to approve such proposals
through their ownership of common stock, no other stockholder consents will be
solicited in connection with this Information Statement.
AMENDMENT TO THE CERTIFICATE OF INCORPORATION
The Board of Directors and Majority Stockholders have approved an amendment
to the Company's Certificate of Incorporation to effectuate the Name Change.
We intend to file a Certificate of Amendment to our Certificate of
Incorporation ("Certificate of Amendment") effectuating the Name Change with the
Secretary of State of Nevada. This Certificate of Amendment will become
effective at the close of business on the date on which it is accepted for
filing by the Secretary of State of Nevada. It is presently contemplated that
such filing will be made on or about January 5, 2011.
REASONS FOR THE NAME CHANGE
The Company's Board of Directors, as well as the Majority Stockholders,
believes that the Name Change is in the Company's best interests. The Company
believes that the name "Regal Group, Inc." no longer accurately reflects the
Company's operations and interests and that the proposed name, "UHF Logistics
Group, Inc." more accurately reflects the Company's strategic direction.
YOU ARE NOT REQUIRED TO EXCHANGE YOUR CERTIFICATE(S) OF REGAL GROUP, INC. FOR
NEW STOCK CERTIFICATES REFLECTING OUR NEW NAME OF UHF LOGISTICS GROUP, INC.,
ALTHOUGH YOU MAY DO SO IF YOU WISH.
EFFECTIVE DATE OF THE AMENDMENT
Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as
amended, the Name Change will not be adopted, and will therefore not be
effective, until a date at least twenty (20) days after the date on which this
Information Statement is filed with the Securities and Exchange Commission and a
copy hereof has been mailed to the Company's stockholders. The Company
anticipates that this Information Statement will be mailed to our stockholders
as of December 14, 2010 (the "Record Date") on or about December 15, 2010.
Therefore, the Company anticipates that the Name Change will be effective, and
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the Certificate of Amendment will be filed with the Secretary of State of
Nevada, on or around January 5, 2011.
The Company has asked brokers and other custodians, nominees and
fiduciaries to forward this Information Statement to the beneficial owners of
the Company's Common Stock and will reimburse such persons for out-of-pocket
expenses incurred in forwarding such material.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of our Common Stock as of the December 10, 2010 held by (a) each
stockholder who we know to own beneficially 5% or more of our outstanding Common
Stock; (b) all directors; (c) all nominees for director; (d) our executive
officers; and (e) all executive officers and directors as a group.
Except as otherwise indicated, all persons listed below have (i) sole
voting power and investment power with respect to their Common Stock, except to
the extent that authority is shared by spouses under applicable law, and (ii)
record and beneficial ownership with respect to their Common Stock. The
percentage of beneficial ownership is based upon 58,816,666 shares of Common
Stock outstanding as of December 10, 2010.
Name and address of beneficial owner Amount and Nature of Beneficial Ownership Percent of class of Common Stock (1)
Si You (Sammul) SU [13,387,300] [22.76%]
Chairman and Director
Flat 202, 23 Jin Hong Road
Shenzhen, PRC
Jun (Johnny) TANG [1,075,000] [1.83%]
CTO
Flat 2331, Building 13
Ting Na Garden, Jianshe Road Shenzhen, PRC
Parrish MEDLEY [3,500,000] [5.95%]
President and Director
8927 St. Ives Drive
Los Angeles, CA 90069, USA
Eric WILDSTEIN [3,000,000] [5.10%]
CFO and Director,
3723 E. Maffeo Road
Phoenix, Arizona 89050, USA
ALL OFFICERS AND DIRECTORS [20,962,300] [35.64%]
AS A GROUP (4 PERSONS)
TOTAL [20,962,300] [35.64%]
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(1) In accordance with Securities and Exchange Commission Rules, each person's
percentage interest is calculated by dividing the number of shares that
person beneficially owns by the sum of (a) the total number of shares
outstanding as of December 10, 2010 plus (b) the number of shares such
person has the right to acquire within sixty (60) days of December 10,
2010.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of November 30, 2010, there were 58,816,666 shares of Common Stock of
the Company issued and outstanding. Each holder of Common Stock is entitled to
one vote per share.
The Majority Stockholders, as stockholders holding in the aggregate 67.95%
of the voting power of our outstanding shares of Common Stock, have approved the
Name Change by written consent dated November 30, 2010.
VOTING PROCEDURES
Pursuant to the Nevada Revised Statutes and our Certificate of
Incorporation, the affirmative vote of the holders of a majority of our
outstanding Common Stock is sufficient to amend the Certificate of
Incorporation, which vote was obtained by the written consent of the Majority
Stockholder, as described herein. As a result, the amendment to our Certificate
of Incorporation has been approved and no further votes will be needed to
effectuate the Name Change.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, associate of any director or executive
officer or any other person has any substantial interest, direct or indirect, by
security holdings or otherwise, in the amendment of our Certificate of
Incorporation relative to the Name Change.
DISSENTER'S RIGHT OF APPRAISAL
Under Nevada law, stockholders are not entitled to dissenter's rights of
appraisal with respect to the Name Change.
WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the Exchange Act,
and in accordance therewith files reports, proxy statements and other
information including annual and quarterly reports on Form 10-K and 10-Q with
the Securities and Exchange Commission (the "Commission"). Reports and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained at the Commission at 100 F Street NW,
Washington, D.C. 20549. Copies of such material can be obtained upon written
request addressed to the Commission, Public Reference Section, 100 F Street NW,
Washington D.C. 20549, at prescribed rates. The Commission maintains a website
on the Internet (http://www.sec.gov) that contains the filings of issuers that
file electronically with the Commission through the EDGAR system. Copies of
such filings may also be obtained by writing to the Company at 4/F, Building
1,Anle Industrial Park, Nantouguankou Road 2, Nanshan District, Shenzhen, China
518052.
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STOCKHOLDERS SHARING AN ADDRESS
Unless we have received contrary instructions from a stockholder, we are
delivering only one Information Statement to multiple stockholders sharing an
address. We will, upon request, promptly deliver a separate copy of this
Information Statement to a stockholder who shares an address with another
stockholder. A stockholder who wishes to receive a separate copy of the
Information Statement may make such a request in writing to the Company at 4/F,
Building 1,Anle Industrial Park, Nantouguankou Road 2, Nanshan District,
Shenzhen, China 518052.
For the Board of Directors,
/s/ Parrish Medley
Parrish Medley
Title: President and Director
December 13, 2010
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