RGLG UHF Logistics Group Inc (PK)

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

[ ] 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

 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)

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)

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.

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

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

UHF LOGISTICS GROUP, INC.

(FORMERLY REGAL GROUP, INC.)

CONSOLIDATED FINANCIAL STATEMENTS

NOVEMBER 30, 2010

(UNAUDITED)

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.

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.

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.

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

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.

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.

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:

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.

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. 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.

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

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

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