Oregon
|
91-1580146
|
|
(State or other jurisdiction of incorporation or organization)
|
(IRS Employer Identification No.)
|
|
#240 – 11780 Hammersmith Way
|
||
Richmond, BC, Canada
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V7A 5A9
|
|
(Address of principal executive offices)
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(Postal or Zip Code)
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Issuer’s telephone number, including area code:
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(604) 278-5996
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Large accelerated filer | o | Accelerated filer | o |
Non-accelerated filer | o | Smaller reporting company | x |
January 31, 2012
|
April 30, 2011
|
|||||||
ASSETS
|
||||||||
Current Assets:
|
||||||||
Cash and cash equivalents
|
$
|
345
|
$
|
435
|
||||
Prepaid expenses
|
6,014
|
-
|
||||||
Total Assets
|
$
|
6,359
|
$
|
435
|
||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable and accrued liabilities
|
$
|
216,910
|
$
|
185,746
|
||||
Due to related parties
|
1,498,234
|
1,306,300
|
||||||
Derivative liabilities
|
-
|
72,415
|
||||||
Total Current Liabilities
|
1,715,144
|
1,564,461
|
||||||
Stockholders’ Deficit:
|
||||||||
Common stock, 100,000,000 shares authorized, no par value,
|
||||||||
28,821,291 and 28,749,824 shares issued and outstanding,
|
||||||||
respectively
|
9,369,271
|
9,218,451
|
||||||
Deficit accumulated during the development stage
|
(11,078,056
|
)
|
(10,782,477
|
)
|
||||
Total Stockholders’ Deficit
|
(1,708,785
|
)
|
(1,564,026
|
)
|
||||
Total Liabilities and Stockholders’ Deficit
|
$
|
6,359
|
$
|
435
|
July 27, 1992
|
||||||||||||||||||||
(Inception)
|
||||||||||||||||||||
Three Months Ended
|
Nine Months Ended
|
Through
|
||||||||||||||||||
January 31,
|
January 31,
|
January 31,
|
||||||||||||||||||
2012
|
2011
|
2012
|
2011
|
2012
|
||||||||||||||||
Operating Expenses:
|
||||||||||||||||||||
Amortization
|
$ | - | $ | - | $ | - | $ | - | $ | 130,533 | ||||||||||
General and administrative
|
82,684 | 84,578 | 257,236 | 343,960 | 8,814,660 | |||||||||||||||
Impairment loss
|
- | - | - | - | 72,823 | |||||||||||||||
Gain on settlement of accounts payable
|
- | - | - | - | (200,351 | ) | ||||||||||||||
Research and development
|
29,619 | 23,982 | 110,708 | 80,992 | 4,641,037 | |||||||||||||||
Loss from Operations:
|
(112,303 | ) | (108,560 | ) | (367,944 | ) | (424,952 | ) | (13,458,702 | ) | ||||||||||
Other Income (Expense):
|
||||||||||||||||||||
Interest expense
|
(50 | ) | - | (50 | ) | - | (50 | ) | ||||||||||||
Gain on change in fair value of derivative liabilities
|
- | 119,744 | 72,415 | 298,415 | 280,488 | |||||||||||||||
Other Income (Expense)
|
(50 | ) | 119,744 | 72,365 | 298,415 | 280,438 | ||||||||||||||
Net income (loss)
|
$ | (112,353 | ) | $ | 11,184 | $ | (295,579 | ) | $ | (126,537 | ) | $ | (13,178,264 | ) | ||||||
Net income (loss) per share – basic
|
$ | (0.00 | ) | $ | 0.00 | $ | (0.00 | ) | $ | (0.00 | ) | |||||||||
Net income (loss) per share – diluted
|
$ | (0.00 | ) | $ | 0.00 | $ | (0.00 | ) | $ | (0.00 | ) | |||||||||
Weighted average shares outstanding – basic
|
28,818,000 | 28,735,000 | 28,781,000 | 28,726,000 | ||||||||||||||||
Weighted average shares outstanding – diluted
|
28,818,000 | 28,736,000 | 28,781,000 | 28,726,000 |
July 27, 1992
|
||||||||||||
(Inception)
|
||||||||||||
Nine Months Ended
|
Through
|
|||||||||||
January 31,
|
January 31,
|
|||||||||||
2012
|
2011
|
2012
|
||||||||||
Cash flows from operating activities:
|
||||||||||||
Net Loss
|
$ | (295,579 | ) | $ | (126,537 | ) | $ | (13,178,264 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities:
|
- | |||||||||||
Amortization
|
- | - | 130,533 | |||||||||
Donated services
|
112,500 | 112,500 | 1,560,000 | |||||||||
Impairment loss
|
- | - | 72,823 | |||||||||
Shares issued for services
|
31,200 | 35,100 | 425,000 | |||||||||
Options expense
|
- | 66,057 | 1,440,294 | |||||||||
Amortization of deferred compensation
|
- | - | 373,795 | |||||||||
Gain on settlement of accounts payable
|
- | - | (200,351 | ) | ||||||||
Gain on change in fair value of derivative liabilities
|
(72,415 | ) | (298,415 | ) | (280,488 | ) | ||||||
Write-off of intellectual property
|
578,509 | |||||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Accounts receivable
|
- | - | (3,000 | ) | ||||||||
Prepaid expenses
|
(6,014 | ) | (32,596 | ) | (6,014 | ) | ||||||
Accounts payable and accrued liabilities
|
31,164 | 2,818 | 425,417 | |||||||||
Net cash used in operating activities
|
(199,144 | ) | (241,073 | ) | (8,661,746 | ) | ||||||
Cash flows from investing activities:
|
||||||||||||
Patent protection costs
|
- | - | (38,197 | ) | ||||||||
Advances to related parties
|
- | - | (260,136 | ) | ||||||||
Collection of advances to related parties
|
- | 4,413 | 260,136 | |||||||||
Purchase of equipment
|
- | - | (198,419 | ) | ||||||||
Net cash provided by (used in) investing activities
|
- | 4,413 | (236,616 | ) | ||||||||
Cash flows from financing activities
|
||||||||||||
Advances from related parties
|
191,934 | 243,217 | 1,809,481 | |||||||||
Bank indebtedness
|
- | (4,736 | ) | - | ||||||||
Proceeds from convertible debentures
|
- | - | 5,000 | |||||||||
Proceeds from the exercise of options
|
- | - | 5,000 | |||||||||
Proceeds from the sale of common stock
|
7,120 | 7,079,226 | ||||||||||
Net cash provided by financing activities
|
199,054 | 238,481 | 8,898,707 | |||||||||
Net change in cash and cash equivalents
|
(90 | ) | 1,821 | 345 | ||||||||
Cash and cash equivalents, beginning of period
|
435 | 1,158 | - | |||||||||
Cash and cash equivalents, end of period
|
$ | 345 | $ | 2,979 | $ | 345 | ||||||
Supplemental Disclosures:
|
||||||||||||
Interest paid
|
$ | - | $ | - | $ | - | ||||||
Income tax paid
|
- | - | - | |||||||||
Non-Cash Investing and Financing Activities:
|
||||||||||||
Warrants issued for equity line of credit
|
$ | - | $ | - | $ | 1,561,406 | ||||||
Cumulative effect of change in accounting principal
|
- | - | 280,488 | |||||||||
Shares issued to settle debt
|
- | - | 496,000 | |||||||||
Shares issued for convertible debenture
|
- | - | 5,000 | |||||||||
Shares issued for intellectual property
|
- | - | 345,251 | |||||||||
Affiliate’s shares issued for intellectual property
|
- | - | 200,000 |
Recurring Fair Value Measures
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
January 31, 2012
|
||||||||||||||||
LIABILITIES:
|
||||||||||||||||
Derivative liabilities
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||
April 30, 2011
|
||||||||||||||||
LIABILITIES:
|
||||||||||||||||
Derivative liabilities
|
$
|
-
|
$
|
-
|
$
|
72,415
|
$
|
72,415
|
Nine months Ended
October 31,
|
||||||||
2011
|
2010
|
|||||||
Fair value at beginning of period
|
$
|
72,415
|
$
|
395,122
|
||||
Unrealized gain included in other income (expenses)
|
(72,415)
|
(298,415)
|
||||||
Fair value at end of period
|
$
|
-
|
$
|
96,707
|
January 31, 2012
|
||||||||
Weighted
|
||||||||
Average
|
||||||||
Exercise
|
||||||||
Options
|
Price
|
|||||||
Outstanding at beginning of period
|
1,156,000 | $ | 0.52 | |||||
Granted
|
- | - | ||||||
Exercised
|
(24,000 | ) | 1.30 | |||||
Expired
|
(25,000 | ) | 0.50 | |||||
Forfeited
|
(75,000 | ) | 0.50 | |||||
Outstanding at end of period
|
1,032,000 | $ | 0.50 | |||||
Exercisable at end of period
|
863,250 | $ | 0.52 | |||||
Weighted average fair value of options granted
|
$ | - |
January 31, 2012
|
||||||||
Weighted
|
||||||||
Average
|
||||||||
Exercise
|
||||||||
Warrants
|
Price
|
|||||||
Outstanding at beginning of period
|
3,517,950 | $ | 1.13 | |||||
Granted or issued
|
- | - | ||||||
Exercised
|
- | - | ||||||
Expired
|
(2,414,000 | ) | 1.03 | |||||
Outstanding at end of period
|
1,103,950 | $ | 1.35 | |||||
Exercisable at end of period
|
1,103,950 | $ | 1.35 | |||||
Weighted average fair value of warrants granted
|
$ | - |
-
|
Professional fees including legal, accounting, audit and auditors’ review expenses decreased from $41,432 in 2011 to $30,219 in 2012;
|
-
|
Shareholder communication and investor relations expenses decreased from $39,467 in 2011 to $17,536 in 2012 due to management’s efforts in utilizing more cost effective channels communicating with investors and potential investors;
|
-
|
Office and administrative expenses decreased from $58,180 in 2011 to $55,210 in 2012;
|
-
|
Travel expenses decreased from $5,594 in 2011 to $0 in 2012 due to reduced travel by research and development personnel as well as by management for fund raising.
|
-
|
Consulting and management fees increased from $122,080 in 2011 to $141,066 in 2012 due to increased consulting services in 2012 on regulatory compliance;
|
-
|
Transfer agent and filing fees increased from $8,816 in 2011 to $13,292 in 2012 due to increased equity activity and additional filing requirement by the SEC.
|
-
|
The Rotors have completed their first-pass rough turning process within .030-inch of final. As of this report, the following Rotor fabrication operations have been completed: Outer surface, Neck, Driveshaft Slot, and Combustion Chamber.
|
-
|
The Cams have completed their initial rough turning passes. The reason for the two pass turning process is because the metal “moves” (stretches or deforms) after the machining process. To maintain our high-tolerance requirements, the two-passes are required.
|
-
|
Fabrication of the 24 Vane-Actuator assemblies is complete. This includes completion of the Vanes, Connecting Tubes, Axles, Wheels, Wrist Pins, and integration with commercial wheel bearings.
|
(a)
|
Exhibit(s)
|
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 302 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
|
101.INS **
|
XBRL Instance Document
|
101.SCH **
|
XBRL Taxonomy Extension Schema Document
|
101.CAL **
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF **
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB **
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE **
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
(b)
|
Reports on Form 8-K
|
None.
|
REGI U.S., INC. | |||
Date: March 21, 2012
|
By:
|
/s/ John G. Robertson | |
John G. Robertson, | |||
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of REGI U.S., Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by quarterly report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d- 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure control and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
|
(d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting
|
1.
|
I have reviewed this quarterly report on Form 10-Q of REGI U.S., Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by quarterly report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d- 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure control and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
|
(d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting
|
Date: March 21, 2012
|
By:
|
/s/ James Vandeberg
|
|
James Vandeberg
|
|||
Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: March 21, 2012
|
By:
|
/s/ John G. Robertson
|
|
John G. Robertson,
|
|||
President and Chief Executive Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: March 21, 2012
|
By:
|
/s/ James Vandeberg
|
|
James Vandeberg,
|
|||
Chief Financial Officer
|
STOCKHOLDERS' EQUITY
|
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jan. 31, 2012
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note 4. STOCKHOLDERS' EQUITY |
a) Common Stock Options and Warrants
During each of nine months periods ended January 31, 2012 and 2011, the Company recorded stock-based compensation associated with options and warrants of $0 and $66,057, respectively. At January 31, 2012 and April 30, 2011, the Company had $78,997 and $416,014, respectively, of total unrecognized compensation cost related to non-vested stock options and warrants, which will be recognized over future periods.
A summary of REGIs stock option activity for the nine months ended January 31, 2012 is as follows:
At January 31, 2012, the range of exercise prices and the weighted average remaining contractual life of the outstanding options was $0.20 to $1.30 per share and 0.65 year, respectively. The intrinsic value of in the money options at January 31, 2012 was zero.
At April 30, 2011, the range of exercise prices and the weighted average remaining contractual life of the outstanding options was $0.20 to $1.30 per share and 1.35 years, respectively. The intrinsic value of in the money options at April 30, 2011 was zero.
A summary of REGIs common stock warrant activity for nine months ended January 31, 2012 is as follows:
At January 31, 2012, the range of exercise prices and the weighted average remaining contractual life of the outstanding warrants was $0.25 to $1.50 per share and 0.65 year, respectively. The intrinsic value of in the money exercisable warrants at January 31, 2012 was zero.
At April 30, 2011, the range of exercise prices and the weighted average remaining contractual life of the outstanding warrants was $0.25 to $1.50 per share and 0.83 year, respectively. The intrinsic value of in the money exercisable warrants at April 30, 2011 was zero.
b) Non-Cash Consideration
During the nine months ended January 31, 2012, a consultant exercised 24,000 common stock options and received 24,000 shares. The exercise price for these options totaled $31,200. REGI accepted services in lieu of cash for the exercise price, which resulted in additional expense of $31,200 for services rendered.
c) Sold for cash
During the nine months ended January 31, 2012, the Company received gross proceeds of $7,120 for the sale of 47,467 shares of common stock at $0.15 per share.
|