UHF Logistics : Annual Report -Disclosures and Financial Stmts 2-28-2022

UHF Logistics Group, Inc.

a Nevada corporation

3649 Brunswick Avenue North

Minneapolis, MN 55422

_______________________________

Telephone [phone]

SIC: 8742

ANNUAL REPORT AND

DISCLOSURE STATEMENT

For the Period Ending:

February 28, 2022

(the "Reporting Period")

As of our current reporting period ended, February 28, 2022, the number of shares outstanding of our Common Stock was: 208,816,666 Shares.

As of our prior reporting period ended, November 30, 2021, the number of shares outstanding of our Common Stock was: 208,816,666 Shares.

As of our most recent completed fiscal year ended February 28, 2021, the number of shares outstanding of our Common Stock was: 208,816,666 Shares.

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):

Yes: 

No: ☐

Indicate by check mark whether the company's shell status has changed since the previous reporting period:

Yes: ☐

No: 

Indicate by check mark whether a Change in Control1 of the company has occurred over either reporting period:

1 "Change in Control" shall mean any events resulting in:

1. Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
2. The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
3. A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change;
   or
4. The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

Yes: ☐

No: 

1. Name and address(es) of the issuer and its predecessors (if any)

In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.

UHF Logistics Group, Inc. (the "Company") was originally incorporated in the State of Nevada on July 1, 2005 as Regal Rock, Inc. On December 3, 2007, the Company changed its name to Regal Life Concepts, Inc. and on March 31, 2010, the Company changed its name to Regal Group, Inc. On January 6, 2011, the Company changed its name to UHF Logistics Group, Inc. its current name.

The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g., active, default, inactive):

UHF Logistics Group, Inc.'s corporate charter is active in the State of Nevada

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:

None

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

None

The address(es) of the issuer's principal executive office:

3649 Brunswick Ave. N., Minneapolis, MN 55422

The address(es) of the issuer's principal place of business:

Check box if principal executive office and principal place of business are the same address: 

Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?

Yes: ☐

No: 

If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:

NA

1. Security Information

For the period ending February 28, 2022

Exact title and class of securities outstanding:	Common Stock
Trading symbol:	RGLG
CUSIP:	902728104
Par or stated value:	$0.001
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Total shares authorized:	300,000,000 as of date: February 28, 2022
Total shares outstanding:	208,816,666 as of date: February 28, 2022
Number of shares in the Public Float2:	9,198,889 as of date: February 28, 2022
Total number of shareholders of record:	28 as of date: February 28, 2022

All additional class(es) of securities (if any): None

Transfer Agent

Pacific Stock Transfer, Inc.

Global Operations Center

6725 Via Austi Parkway, Suite 300

Las Vegas, NV 89119

Phone: [phone]

Is the Transfer Agent registered under the Exchange Act?3 Yes: 

No: ☐

1. Issuance History

The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.

Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.

1. Changes to the Number of Outstanding Shares

Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: 

Shares Outstanding as of the Second Most Recent
Fiscal Year End:	Opening Balance		*Right-click the rows below and select "Insert" to add rows as needed.
Date February 28, 2020 Common: 208,816,666
	Preferred: 0
Date of	Transaction	Number of	Class of	Value of	Were the	Individual/ Entity	Reason for share	Restricted or	Exemption or
Transaction	type (e.g. new	Shares	Securities	shares	shares	Shares were issued	issuance (e.g. for	Unrestricted as	Registration
	issuance,	Issued (or		issued	issued at a	to (entities must	cash or debt	of this filing.	Type.
	cancellation,	cancelled)		($/per	discount to	have individual	conversion) -
	shares			share) at	market	with voting /	OR-
	returned to			Issuance	price at the	investment control	Nature of
	treasury)				time of	disclosed).	Services
					issuance?		Provided
					(Yes/No)
NA	NA	NA	NA	NA	NA	NA	NA	NA	NA

1. "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.
2. To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.

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Shares Outstanding on Date of This Report:

Ending Balance:

Date February 28, 2022 Common: 208,816,666

Preferred: 0

1. Debt Securities, Including Promissory and Convertible Notes

Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer's equity securities.

Check this box if there are no outstanding promissory, convertible notes or debt arrangements: 

Date of Note	Outstanding	Principal	Interest	Maturity	Conversion Terms (e.g.	Name of Noteholder	Reason for
Issuance	Balance ($)	Amount at	Accrued	Date	pricing mechanism for	(entities must have	Issuance (e.g.
		Issuance ($)	($) as of		determining conversion of	individual with voting /	Loan, Services,
			YE 2021		instrument to shares)	investment control	etc.)
						disclosed).
NA	NA	NA	NA	NA	NA	NA	NA

1. Financial Statements

1. The following financial statements were prepared in accordance with:

1. • U.S. GAAP ☐ IFRS
2. The financial statements for this reporting period were prepared by (name of individual)4:

Name:	Peder K. Davisson
Title:	Secretary
Relationship to Issuer:	Officer

Provide the financial statements described below for the most recent fiscal year or quarter. For the initial disclosure statement (qualifying for Pink Current Information for the first time) please provide reports for the two previous fiscal years and any subsequent interim periods.

The Financial Statements for the period ending February 28, 2022 that were filed separately on May 27, 2022 are incorporated by reference as though fully set forth herein, as allowed by OTC Markets. In addition, the Financial Statements and notes for the period ending February 28, 2022 are attached hereto and made a part of this Section 4 of this this Disclosure Statement.

1. Balance sheets (See F -1)
2. Income Statements (See F-2)
3. Statement of cash flows (See F-3)
4. Statement of Retained Earnings (Statement of Changes in Stockholders' Equity) (See F -4)

4 The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS by persons with sufficient financial skills.

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1. Financial notes (See F-5 through F-7)

If you choose to publish the financial statements in a separate report as described above, you must state in the accompanying disclosure statement that such financial statements are incorporated by reference. You may reference the document(s) containing the required financial statements by indicating the document name, period end date, and the date that it was posted to OTCIQ in the field below. Financial Statements must be compiled in one document.

Financial statement information is considered current until the due date for the subsequent report (as set forth in the qualifications section above). To remain qualified for Current Information, a company must post its Annual Report within 90 days from its fiscal year-end date and Quarterly Reports within 45 days of each fiscal quarter-end date.

1. Issuer's Business, Products and Services

The purpose of this section is to provide a clear description of the issuer's current operations. In answering this item, please include the following:

1. Summarize the issuer's business operations (If the issuer does not have current operations, state "no operations") No Operations
2. Please list any subsidiaries, parents, or affiliated companies.

None

C. Describe the issuers' principal products or services.

None

1. Issuer's Facilities

The goal of this section is to provide a potential investor with a clear understanding of all assets, properties or facilities owned, used or leased by the issuer and the extent in which the facilities are utilized.

In responding to this item, please clearly describe the assets, properties or facilities of the issuer, give the location of the principal plants and other property of the issuer and describe the condition of the properties. If the issuer does not have complete ownership or control of the property (for example, if others also own the property or if there is a mortgage on the property), describe the limitations on the ownership.

If the issuer leases any assets, properties or facilities, clearly describe them as above and the terms of their leases.

The Issuer did not lease any office space or facilities the space needed is being provided by the Issuer's officers Peder K. Davisson and Dr. Issa El Cheikh Mohamad, without payment at this time.

1. Company Insiders (Officers, Directors, and Control Persons)

The goal of this section is to provide an investor with a clear understanding of the identity of all the persons or entities that are involved in managing, controlling or advising the operations, business development and disclosure of the issuer, as well as the identity of any significant or beneficial shareholders.

Using the tabular format below, please provide information, as of the period end date of this report, regarding any person or entity owning 5% of more of any class of the issuer's securities, as well as any officer, and any director of the

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