-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E03PhNZ8/ojk4YVbFfXXO50RB0AZTdAlHzGJqHQM/JZ81ooUj25VOZZQya6gEgjE u0xMEDTMpIwVdhRRBvw+EQ== 0000898430-96-005764.txt : 19961217 0000898430-96-005764.hdr.sgml : 19961217 ACCESSION NUMBER: 0000898430-96-005764 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961031 FILED AS OF DATE: 19961216 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGI U S INC CENTRAL INDEX KEY: 0000922330 STANDARD INDUSTRIAL CLASSIFICATION: ENGINES & TURBINES [3510] IRS NUMBER: 911580146 STATE OF INCORPORATION: OR FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-96974 FILM NUMBER: 96681285 BUSINESS ADDRESS: STREET 1: #185-10751 SHELLBRIDGE WAY CITY: RICHMOND B C CANADA STATE: A1 BUSINESS PHONE: 6042414214 MAIL ADDRESS: STREET 1: #185-10751 SHELLBRIDGE WAY CITY: RICHMOND B C STATE: A1 FORMER COMPANY: FORMER CONFORMED NAME: SKY TECHNOLOGIES INC /OR/ DATE OF NAME CHANGE: 19940427 10-Q 1 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Quarterly Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934 FOR THE QUARTER ENDED COMMISSION FILE NO. OCTOBER 31, 1996 0-23920 ---------------- ------- REGI U.S., INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) OREGON 91-1580146 ------ ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 185-10751 SHELLBRIDGE WAY, RICHMOND, B.C. CANADA V6X 2W8 - ------------------------------------------------ ------------- (Address of principal executive offices) (Postal Code) Registrant's telephone number, including area code: (604) 278-5996 Last Fiscal Year Ended April 30, 1996 Indicate by check mark whether the registrant (1) has filed all reports required to be filed 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 days. YES X NO ----- ----- Number of shares outstanding of each class of the registrant's Common Stock as of October 31, 1996. Common Stock, no par value: 7,911,300 INDEX - -------------------------------------------------------------------------------- PART I -- Financial Information
Page Item 1. Financial statements................................ 2 - ------ -------------------- Balance Sheets at October 31, 1996 and 1995 (unaudited)........... 3 Statements of Operations Accumulated from July 27, 1992 (Inception) to October 31, 1996 and the six months ended October 31, 1996 and 1995 (unaudited)....... 4 Statement of Stockholders' Equity Accumulated from July 27, 1992 (Inception) to October 31, 1996 (unaudited).. 5 and 6 Statements of Cash Flows Accumulated from July 27, 1992 (Inception) to October 31, 1996 and the six months ended October 31, 1996 and 1995 (unaudited)....... 7 Item 2. Management's Discussion and Analysis of Results of - ------ -------------------------------------------------- Operations and Financial Condition................... 8 ---------------------------------- PART II -- Other Information...................................... 9 Signatures........................................................ 10
-1- PART I Financial Information Item 1. Financial statements (Unaudited) - ------- --------------------------------
-2- REGI U.S., Inc. (A Development Stage Company) Balance Sheets October 31, 1996 and 1995 (Unaudited)
1996 1995 $ $ Assets Current Assets Cash and cash equivalents 23,634 295,980 Due from affiliate 66,314 - Prepaid expenses - 6,091 ---------- ---------- 89,948 302,071 Fixed Assets 6,009 10,567 Intangible Assets 44,787 28,933 ---------- ---------- 140,744 341,571 ========== ========== Liabilities And Stockholders' Equity Current Liabilities Accounts payable 80,456 58,485 Due to affiliate - 171,351 ---------- ---------- 80,456 229,836 ---------- ---------- Stockholders' Equity Common Stock, 20,000,000 shares authorized without par value; 7,911,300, and 7,530,900 shares issued and outstanding respectively 2,631,700 2,229,550 Paid for but unissued - 88,333 shares 132,500 - Deficit Accumulated During the Development Stage (2,703,912) (2,117,815) ---------- ---------- 60,288 111,735 ---------- ---------- 140,744 341,571 ========== ==========
-3- REGI U.S., Inc. (A Development Stage Company) Statements of Operations Accumulated from July 27, 1992 (Inception) to October 31, 1996 and the six months ended October 31, 1996 and 1995 (Unaudited)
May 1, May 1, Accumulated 1996 1995 During the to to Development October 31, October 31, Stage 1996 1995 $ $ $ Revenues - - - --------- --------- --------- Administrative Expenses Advertising - stock 126,304 3,680 79,337 Bank charges 1,570 552 362 Foreign exchange 3,507 1,270 206 Office, courier, printing and telephone 62,088 13,249 11,791 Professional fees 178,680 52,022 26,145 Regulatory and filing fees 6,210 875 - Stockholder and investor relations 203,097 60,623 32,270 Transfer agent 11,784 197 1,887 Travel 4,814 - - Less interest (13,632) (553) (4,256) --------- --------- --------- 584,422 131,915 147,742 --------- --------- --------- Research and Development Expenses Intellectual property 257,000 - - Amortization 14,170 3,840 2,964 Market development 90,346 4,000 6,820 Professional fees 69,815 - 2,930 Project management 115,000 15,000 15,000 Project overhead 86,277 12,776 22,413 Prototype design and construction 1,109,419 28,792 234,564 Technical consulting 83,357 25,858 1,455 Technical reports 17,121 1,001 - Technical salaries 143,178 25,457 24,879 Travel 133,807 14,870 15,550 --------- --------- --------- 2,119,490 131,594 326,575 --------- --------- --------- Net Loss 2,703,912 263,509 474,317 ========= ========= ========= Net Loss Per Share (.03) (.07) ========= ========= Weighted Average Shares Outstanding 7,739,700 7,181,850 ========= =========
-4- REGI U.S., Inc. (A Development Stage Company) Statement of Stockholders' Equity From July 27, 1992 (Inception) to October 31, 1996 (Unaudited)
Deficit Accumulated Common Stock During the Shares Amount Development Stage # $ $ Balance - July 27, 1992 (inception) - - - Stock issued for intellectual property at $0.01 per share August 20, 1992 5,700,000 57,000 - Stock issued for cash at $0.01 per share August 20, 1992 300,000 3,000 - Net loss for the period from July 27, 1992 to April 30, 1993 - - (23,492) --------- --------- ---------- Balance - April 30, 1993 6,000,000 60,000 (23,492) Stock issued for cash pursuant to a public offering of shares issued at $1.00 per share October 31, 1993 500,000 500,000 - Net loss for the year ended April 30, 1994 - - (394,263) --------- --------- ---------- Balance - April 30, 1994 6,500,000 560,000 (417,755) Stock issued for cash pursuant to options exercised July 1, 1994 at $0.10 per share 10,000 1,000 - a private placement of shares issued at $2.25 per share October 31, 1994 and 200,000 450,000 - November 30, 1994 50,000 112,500 - warrants exercised at $1.25 per share October 31, 1994 169,200 211,500 - warrants exercised at $1.50 per share December 13, 1994 1,000 1,500 - Net loss for the year ended April 30, 1995 - - (1,225,743) --------- --------- ---------- Balance - April 30, 1995 6,930,200 1,336,500 (1,643,498) Stock issued for cash pursuant to options exercised at $0.10 per share June, 1995 7,500 750 - July, 1995 110,000 11,000 - September, 1995 10,000 1,000 - November, 1995 10,000 1,000 - December, 1995 13,000 1,300 - January, 1996 50,000 5,000 - --------- --------- ---------- Carry forward balance 7,130,700 1,356,550 (1,643,498) --------- --------- ----------
-5- REGI U.S., Inc. (A Development Stage Company) Statement of Stockholders' Equity From July 27, 1992 (Inception) to October 31, 1996 (Unaudited)
Deficit Accumulated Common Stock During the Shares Amount Development Stage Continued # $ $ Balance carried forward 7,130,700 1,356,550 (1,643,498) options exercised at $1.00 per share January, 1996 10,000 10,000 - February, 1996 5,000 5,000 - March, 1996 2,000 2,000 - options exercised at $2.75 per share in April, 1996 5,000 13,750 - options exercised at $2.50 per share in February, 1996 10,000 25,000 - warrants exercised at $1.50 per share in August, 1995 132,200 198,300 - a private offering memorandum to issue shares at $2.00 per share May, 1995 20,000 40,000 - June, 1995 35,000 70,000 - July, 1995 173,500 347,000 - August, 1995 22,500 45,000 - September, 1995 50,000 100,000 - October, 1995 40,000 80,000 - Net loss for the year ended April 30, 1996 - - (796,905) --------- --------- ------------ Balance - April 30, 1996 7,635,900 2,292,600 (2,440,403) Stock issued for cash pursuant to options exercised at $0.10 per share May, 1996 30,000 3,000 - July, 1996 30,000 3,000 - warrants exercised at $1.50 per share July, 1996 20,200 30,300 - August, 1996 127,200 190,800 - September, 1996 48,000 72,000 - a private placement at $2.00 per share in September, 1996 20,000 40,000 - Net loss for the six months ended October 31, 1996 - - (263,509) --------- --------- ------------ Balance - October 31, 1996 7,911,300 2,631,700 (2,703,912) ========= ========= ============
-6- REGI U.S., Inc. (A Development Stage Company) Statements of Cash Flows Accumulated from July 27, 1992 (Inception) to October 31, 1996 and the six months ended October 31, 1996 and 1995 (Unaudited)
May 1, May 1, Accumulated 1996 1995 During the to to Development October 31, October 31, Stage 1996 1995 $ $ $ Cash Flows to Operating Activities Net loss (2,703,912) (263,509) (474,317) Adjustments to Reconcile Net loss to cash Amortization 14,170 3,840 2,964 Intellectual property 257,000 - - (Increase) in prepaid expense - - (91) Increase in accounts payable 80,456 5,387 23,613 ---------- -------- -------- Net Cash Used by Operating Activities (2,352,286) (254,282) (447,831) ---------- -------- -------- Cash Flows to Financing Activities Increase in subscriptions received 132,500 132,500 - Increase in common stock 2,574,700 339,100 893,050 Increase in advances from parent - - 28,436 (Decrease) in advances from affiliate (266,314) (183,064) (438,522) ---------- -------- -------- Net Cash Provided by Financing Activities 2,440,886 288,536 482,964 ---------- -------- -------- Cash Flows to Investing Activities (Increase) in computer equipment (16,048) - (3,797) (Increase) in patents (48,918) (13,388) (1,798) Decrease in licence - - 200,000 ---------- -------- -------- Net Cash (Used) Provided by Investing Activities 64,966 (13,388) 194,405 ---------- -------- -------- Increase in cash and cash equivalents 23,634 20,866 229,538 Cash and cash equivalents - beginning of period - 2,768 66,442 ---------- -------- -------- Cash and cash equivalents - end of period 23,634 23,634 295,980 ========== ======== ======== Non-Cash Financing Activities Deemed value of affiliate shares issued for intellectual property 200,000 - - 5,700,000 shares issued for intellectual property at $0.01 per share 57,000 - - ---------- -------- -------- 257,000 - - ========== ======== ========
-7- Item 2. Management's Discussion and Analysis of Results of Operations and - ------- ----------------------------------------------------------------- Financial Condition ------------------- During the six months ended October 31, 1996, the Company raised $339,100 through private placements of 20,000 shares at $2.00 per share and the exercise of warrants totalling 195,400 shares at $1.50 per share and through stock options. The Company also raised a further $132,500 by way of subscriptions towards a private placement of 145,000 shares at $1.50 per share. The Company paid $132,000 on administrative expenses compared to $148,000 in the six months ended October 31 1995. The Company paid $132,000 on research and development compared to $327,000 in the six months ended October 31, 1995. The Company repaid all of the amount owing to Reg Technologies of $109,000 and prepaid $66,000 towards future research and development paid for by Reg Technologies Inc. on behalf of the Company. The Company spent $14,000 on patent protection during the six months ended October 31, 1996. As at October 31, 1996 the Company had $24,000 in cash resources and has subsequently received a further $85,000 pursuant to the completion of a private placement of 145,000 shares at $1.50 per share. The total cash resources of $109,000 together with the amount owing from Reg Technologies Inc. totalling $66,000 and a cash contribution from Rand Energy Group Inc. of $26,000 gives the company $201,000 of current liquid assets to pay current accounts payable of $80,000 for a total working capital surplus of $121,000. The working capital of $121,000 will be used for completing the testing of the diesel engine prototype and compressor as to $50,000, the balance of $71,000 will be used for monthly overhead to the end of January, 1997. The Company's parent company, Rand Energy Group, Inc. plans to sell $150,000 worth of the Company's shares it owns and advance the proceeds to the Company during December, 1996, January, 1997 and February, 1997 which should give the Company sufficient working capital to cover general and administrative expenses through to December, 1997. Past December the Company plans to enter into joint venture agreements whereby the joint venture partner will provide all the funding for future development. -8- PART II Other Information Item 1. Legal Proceedings - ------- ----------------- None Item 2. Changes in Securities - ------- --------------------- None Item 3. Defaults upon Senior Securities - ------- ------------------------------- None Item 4. Submission of Matters to Vote of Securities Holders - ------- --------------------------------------------------- a. The Annual Meeting of Shareholders of the Company was held October 16, 1996. b. At the Annual Meeting, John G. Robertson and Brian Cherry were elected directors of the Company. Each director received at least 6,700,000 votes out of 6,798,170 shares represented at the meeting. c. Also at the meeting, an amendment to the Bylaws of the Company was approved. At least 6,700,000 shares were voted in favour of the amendment. Item 5. Other Information - ------- ----------------- None Item 6. Exhibits and Reports on Form 8-K - ------- -------------------------------- None -9- Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized. Dated: December 11, 1996 REGI U.S., INC. Per: /s/ John Robertson --------------------------------- John Robertson, President and CEO -10- EX-27 2 FINANCIAL DATA SCHEDULES - ARTICLE 5
5 6-MOS APR-30-1997 MAY-01-1996 OCT-31-1996 23,634 0 0 0 0 89,948 50,796 14,170 140,744 80,456 0 0 0 2,764,200 0 140,744 0 0 0 0 263,509 0 0 (263,509) 0 (263,509) 0 0 0 (263,509) (.03) (.03)
-----END PRIVACY-ENHANCED MESSAGE-----