10QSB 1 form10qsb.htm Filed by Automated Filing Services Inc. (604) 609-0244 - REGI U.S., Inc. Form 10-QSB

U.S. Securities and Exchange Commission
Washington, D.C. 20549

FORM 10-QSB

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
For the quarter ended January 31, 2003
   
[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934

For the transition period from _______________________ to _______________________

Commission File No. 0-23920

REGI U.S., Inc.

(Name of Small Business Issuer in its Charter)

 

Oregon 91-1580146
   
(State or Other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No)

 

#1103-11871 Horseshoe Way
Richmond, BC V7A 5H5 Canada

(Address of Principal Executive Offices)

 

(604) 278-5996

Issuer's Telephone Number

 


(Former Name or Former Address, if changed since last Report)

 

Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

(1)     Yes     X      No           (2)    Yes     X       No       

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Not applicable

(APPLICABLE ONLY TO CORPORATE ISSUERS)

State the number of shares outstanding of each of the Issuer's classes of common equity, as of the latest practicable date: March 17, 2003 Common - 11,287,935 shares

DOCUMENTS INCORPORATED BY REFERENCE

A description of any "Documents Incorporated by Reference" is contained in Item 6 of this Report.

Transitional Small Business Issuer Format         Yes               No       X  

 


INDEX

Part I - Financial Information

Item 1. Financial Statements Page  
     
          Balance Sheets F-1  
     
          Statements of Operations F-2  
     
          Statements of Cash Flows F-3  
     
          Notes to the Financial Statements F-4  
     
Item 2. Management's Discussion and Analysis or Plan of Operation F-10  
     
PART II - Other Information F-12  
     
SIGNATURES F-13  

 


PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

The Financial Statements of the Company required to be filed with this 10-QSB Quarterly Report were prepared by management and commence on the following page, together with related Notes. In the opinion of management, the Financial Statements fairly present the financial condition of the Company.

REGI U.S. Inc.
(A Development Stage Company)
Interim Financial Statements
January 31, 2003
(Unaudited)

 


REGI U.S., Inc.
(A Development Stage Company)
Balance Sheets
(expressed in U.S. dollars)

  January 31,   April 30,  
  2003   2002  
  $   $  
  (unaudited)   (audited)  
Assets        
Current Assets        
      Cash 2,349    
      Accounts receivable   13,400  




 
Total Current Assets 2,349   13,400  
Property, Plant and Equipment (Note 3)   664  
Long-Lived Assets (Note 4) 64,344   66,920  




 
Total Assets 66,693   80,984  




 
         
Liabilities and Stockholders’ Deficit        
Current Liabilities        
      Cheques issued in excess of funds on deposit   2,256  
      Accounts payable 87,582   87,952  
      Accrued liabilities 4,000   9,500  
      Due to related parties (Note 6) 468,709   473,155  




 
Total Liabilities 560,291   572,863  




 
Commitments and Contingent Liabilities (Notes 1 and 7)        
Subsequent Events (Note 8)        
Stockholders’ Deficit        
Common Stock (Note 5), 20,000,000 shares authorized without par        
value; 11,287,935 shares issued and outstanding respectively 4,778,799   4,778,799  
Stock Based Compensation 37,000   37,000  
Deficit Accumulated During the Development Stage (5,309,397 ) (5,307,678 )




 
Total Stockholders’ Deficit (493,598 ) (491,879 )




 
Total Liabilities and Stockholders’ Deficit 66,693   80,984  




 

The Accompanying Notes are an Integral Part of these Financial Statements.

F-1


REGI U.S., Inc.
(A Development Stage Company)
Statements of Operations
(expressed in U.S. dollars)
(unaudited)

  Accumulated                  
  from                  
  July 27, 1992                  
  (Inception)   Three Months Ended   Nine Months Ended  
  to January 31,   January 31,   January 31,  
  2003   2003   2002   2003   2002  
  $   $   $   $   $  
Revenues          










 
Administrative Expenses                    
   Amortization 664       664    
   Bank charges and interest 10,739   263   130   1,076   736  
   Foreign exchange 3,889   (316 ) 1,315   35   (259 )
   Interest on debentures 12,593          
   Investor relations – advertising 315,929          
   Investor relations – consulting 776,545   300   5.514   300   67,792  
   Office, rent and telephone 159,754   92   3,049   3,761   10,003  
   Professional fees 343,497   2,040   3,112   79   17,922  
   Transfer agent and regulatory fees 100,437   1,791   237   2,264   (530 )
   Travel 12,897   175     175   1,048  
   Less: interest and other income (16,788 )       (33 )
             accounts payable write-off (14,554 )        










 
  1,705,602   4,345   13,357   8,354   96,679  










 
Research and Development Expenses                    
   Intellectual property written-off 578,509          
   Amortization 118,653   1,137   1,741   3,411   5,177  
   Market development 92,782          
   Professional fees 73,904          
   Project management 280,000     7,500       22,500  
   Project overhead 211,588     7,620   2,000   21,090  
   Prototype design and construction 1,389,350     440       4,758  
   Royalties 93,000     6,000       18,000  
   Technical consulting 498,350   586   8,000   (13,388 ) 44,282  
   Technical salaries 169,467          
   Technical reports 24,364         2,244  
   Travel 168,226       1,340   (10,460 )
   Less: accounts payable write-off (94,398 )        










 
  3,603,795   1,723   31,301   (6,637 ) 107,591  










 
Net Loss for the Period (5,309,397 ) (6,068 ) (44,658 ) (1,717 ) (204,270 )










 
                     
Loss Per Share – Basic       (0.01 )   (0.02 )










 
                     
Weighted Average Shares Outstanding     11,288,000   10,220,000   11,288,000   10,222,000  










 

(Diluted loss per share has not been presented as the result is anti-dilutive)

 

The Accompanying Notes are an Integral Part of these Financial Statements.

F-2


REGI U.S., Inc.
(A Development Stage Company)
Statements of Cash Flows
(expressed in U.S. dollars)
(unaudited)

  Nine Months Ended  
  January 31,  
  2003   2002  
  $   $  
         
Cash Flows from Operating Activities        
   Net loss (1,717 ) (204,270 )
   Adjustments to reconcile net loss to cash        
      Amortization 4,075   5,177  
      Stock based compensation   2,312  
   Changes in non-cash working capital items        
      Decrease in accounts receivable 13,400    
      Increase (decrease) in accounts payable and accrued liabilities (5,870 ) 17,604  




 
Net Cash Provided (Used) by Operating Activities 9,888   (179,177 )




 
Cash Flows from Financing Activities        
   Increase in common stock subscribed for   194,550  
   Decrease in due to related parties (4,446 ) (14,693 )




 
Net Cash Provided by Financing Activities (4,446 ) 179,857  




 
Cash Flows to Investing Activities        
   Patent protection costs (837 ) (726 )




 
Net Cash Used by Investing Activities (837 ) (726 )




 
Increase (decrease) in cash 4,605   (46 )
Cash (deficiency) – beginning of period (2,256 ) (1,466 )




 
Cash (deficiency) – end of period 2,349   (1,512 )




 
         
Non-Cash Financing Activities    




 
         
Supplemental Disclosures        
   Interest paid    
   Income tax paid    

The Accompanying Notes are an Integral Part of these Financial Statements.

F-3


REGI U.S., Inc.
(A Development Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)

1. Development Stage Company
     
 
REGI U.S., Inc. herein (“the Company”) was incorporated in the State of Oregon, U.S.A. on July 27, 1992.
   
 
The Company is a development stage company engaged in the business of developing and commercially exploiting an improved axial vane type rotary engine known as the Rand Cam/Direct Charge Engine (“The RC/DC Engine”). The world-wide marketing and intellectual rights, other than the U.S., are held by Rand Energy Group Inc. (“REGI”) which is the controlling shareholder of the Company. The Company owns the U.S. marketing and intellectual rights and has a project cost sharing agreement, whereby it will fund 50% of the further development of the RC/DC Engine and REGI will fund 50%.
   
 
In a development stage company, management devotes most of its activities to establishing a new business. Planned principal activities have not yet produced significant revenues and the Company has suffered recurring operating losses as is normal in development stage companies. The Company also has a working capital deficit of $558,000. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to emerge from the development stage with respect to its planned principal business activity is dependent upon its successful efforts to raise additional equity financing, receive funding from affiliates and controlling shareholders, and develop a market for its products.
   
 
The Company receives interim support from its ultimate parent company and other affiliated companies and plans to raise additional capital through debt and/or equity financings.
   
 
The Company plans to raise funds through loans from a shareholder REGI. REGI owns approximately 45% of the shares of the Company, having an approximate current market value of $253,000, and plans to sell shares as needed to meet ongoing funding requirements if traditional equity sources of financing prove to be insufficient.
   
 
There continues to be insufficient funds to provide enough working capital to fund ongoing operations for the next twelve months. The Company may raise additional funds through the exercise of warrants and stock options, if exercised.
   
2. Summary of Significant Accounting Policies
   
  (a) Fiscal Year
     
    The Company’s fiscal year end is April 30.
     
  (b) Cash and Cash Equivalents
     
   
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.
     
  (c) Property, Plant and Equipment
     
    Computer equipment is amortized over 3 years on a straight-line basis.

 

F-4


REGI U.S., Inc.
(A Development Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)

2. Summary of Significant Accounting Policies (continued)
     
  (d) Long-Lived Assets
     
   
Costs to register and protect patents and to acquire rights are capitalized as incurred. These costs are being amortized on a straight line basis over 20 years. Long-lived assets are evaluated in each reporting period to determine if there were events or circumstances which would indicate a possible inability to recover the carrying amount. Such evaluation is based on various analyses including assessing the Company’s ability to bring the commercial applications to market, related profitability projections and undiscounted cash flows relating to each application which necessarily involves significant management judgment. Where an impairment loss has been determined the carrying amount is written-down to fair market value. Fair market value is determined as the amount at which the long-lived could be sold in a current transaction between willing parties.
     
  (e) Foreign Currency Transactions/Balances
     
   
Transactions in currencies other than the U.S. dollar are translated at the rate in effect on the transaction date. Any balance sheet items denominated in foreign currencies are translated into U.S. dollars using the rate in effect on the balance sheet date.
     
  (f) Revenue Recognition
     
   
Product sales are recognized at the time goods are shipped. System and project revenue are recognized utilizing the percentage of completion method that recognizes project revenue and profit during construction based on expected total profit and estimated progress towards completion during the reporting period. All related costs are recognized in the period in which they occur. Revenue from licensing the right for others to use the technology is recognized as earned over time and collection is certain.
     
  (g) Comprehensive Income
     
   
SFAS No. 130, “Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As at January 31, 2003, the Company has no items that represent comprehensive income and, therefore, has not included a schedule of comprehensive income in the financial statements.
     
  (h) Accounting for Stock Based Compensation
     
   
The Company uses the intrinsic value based method of accounting prescribed by Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB Opinion No. 25”) in accounting for its stock based method, compensation cost is the excess, if any, of the fair market value of the stock at grant date over the amount an employee or director must pay to acquire the stock. See Note 5(b).
     
  (i) Basic and Diluted Net Income (Loss) per Share
     
   
The Company computes net income (loss) per share in accordance with SFAS No. 128, “Earnings per Share” (SFAS 128). SFAS 128 requires presentation of both basic and diluted earnings per shares (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive.

 

F-5


REGI U.S., Inc.
(A Development Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)

2. Summary of Significant Accounting Policies (continued)
     
  (j) Use of Estimates
     
   
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods. Actual results could differ from those estimates.
     
  (k) Recent Accounting Pronouncements
     
   
In June 2002, FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities”. The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. This Statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)”. This Statement requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. The Company adopted SFAS No. 146 on January 1, 2003. The effect of adoption of this standard on the Company’s results of operations and financial position is not expected to be material.
     
   
FASB has also issued SFAS No. 145 and 147 but they will not have any relationship to the operations of the Company therefore a description of each and their respective impact on the Company’s operations have not been disclosed.
     
   
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure," which amends SFAS No. 123 to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 expands the disclosure requirements of SFAS No. 123 to require more prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The transition provisions of SFAS No. 148 are effective for fiscal years ended after December 15, 2002. The disclosure provisions of SFAS No. 148 are effective for financial statements for interim periods beginning after December 15, 2002. The Company will adopt the disclosure requirements in the fourth quarter of fiscal 2003.
     
  (l) Interim Financial Statements
     
   
These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.
     
3. Property, Plant and Equipment

          January 31, April 30,
        2003 2002
      Accumulated Net Book Net Book
    Cost Amortization Value Value
    $ $ $ $
        (unaudited) (audited)
  Computer equipment
5,452
5,452
664
 




 

F-6


REGI U.S., Inc.
(A Development Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)

4. Long-Lived Assets

        January 31, April 30,
        2003 2002
      Accumulated Net Book Net Book
    Cost Amortization Value Value
    $ $ $ $
        (unaudited) (audited)
  Patents - RC/DC Engine 91,556 27,212 64,344 69,241
 





  (a)
On August 20, 1992 the Company acquired the U.S. rights to the original Rand Cam-Engine from REGI by issuing 5,700,000 shares at a fair value of $0.01 per share. REGI will receive a 5% net profit royalty. The $57,000 was expensed as research and development.
       
  (b)
Pursuant to an agreement with Brian Cherry (a former director) dated July 30, 1992 and amended November 23, 1992 and April 13, 1993, the Company acquired the U.S. rights to the improved axial vane rotary engine known as the RC/DC Engine. On November 9, 1993, in consideration for the transferred technology, Mr. Cherry was issued 100,000 shares of Reg Technologies Inc. (“REG”) (a public company owning 51% of REGI) with a fair value of $200,000. The $200,000 was expensed as research and development. A 1% net profit royalty will be due to the director.
     
  (c)
Pursuant to a letter of understanding dated December 13, 1993 between the Company, REGI and REG (collectively called the grantors) and West Virginia University Research Corporation (“WVURC”), the grantors have agreed that WVURC shall own 5% of all patented technology and    will receive 5% of all net profits from sales, licences, royalties or income derived from the patented technology.

5. Common Stock
     
  (a) Warrants Outstanding
     
   
There are 750,200 warrants outstanding to purchase 750,200 shares at $0.30 per share . These warrants expire one year after receipt of funds, with expiry dates ranging from April 12, 2003 to December 11, 2003.
     
  (b) Stock Option Plan
     
   
The Company has a Stock Option Plan to issue up to 2,500,000 shares to certain key directors and employees, approved April 30, 1993 and amended December 5, 2000. Pursuant to the Plan the Company has granted stock options to certain directors and employees.
     
   
The options are granted for services provided to the Company. Statement of Financial Accounting Standards No. 123 ("SFAS 123") requires that an enterprise recognize, or at its option, disclose the impact of the fair value of stock options and other forms of stock based compensation in the determination of income. The Company has elected under SFAS 123 to continue to measure compensation costs on the intrinsic value basis set out in APB Opinion No. 25. As stock options are granted at exercise prices based on the market price of the Company’s shares at the date of grant, no compensation cost is recognized. However, under SFAS 123, the impact on net income and income per share of the fair value of stock options must be measured and disclosed on a fair value based method on a pro forma basis. As performance stock is issued for services rendered the fair value of the shares issued is recorded as compensation expense or capitalized, at the date the conditions are met to issue shares.
     
   
The fair value of the employee’s purchase rights, pursuant to stock options, under SFAS 123, was estimated using the Black-Scholes model.

F-7


REGI U.S., Inc.
(A Development Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)

5. Common Stock (continued)
     
  (b)
  

Stock Option Plan (continued)

The weighted average number of shares under option and option price for the nine months ended January 31, 2003 is as follows:


            Weighted   Weighted  
      Shares   Average   Average  
      Under   Option   Remaining Life  
      Option   Price   of Options  
      #   $   (Months)  
    Beginning balance – April 30, 2002 (audited) 1,450,000   0.20 * 38  
             
 
    Granted 510,000   0.20      
    Exercised        
    Cancelled        
    Lapsed (50,000 ) 0.20      
     
         
    Ending balance – January 31, 2003 (unaudited) 1,910,000   0.20   35  
     
 
 
 

   
* On May 10, 2002 1,000,000 of these options were repriced at $0.20 per share and certain options were amended to increase the original options granted from 150,000 to 300,000 and reduce the option price to $0.20 per share. Also on May 10, 2002, 160,000 options were granted to employees at $0.20 per share expiring May 10, 2007 and 200,000 options were granted to a consultant for investor relations at $0.20 per share expiring May 10, 2007.
     
   
If compensation expense had been determined pursuant to SFAS 123, the Company’s net loss and net loss per share would have been as follows:

       2003   2002  
    $   $  
  Net loss        
     As reported (1,717 ) (204,270 )
     Pro forma (89,473 ) (284,535 )
  Basic net loss per share        
        As reported   (0.02 )
        Pro forma (0.01 ) (0.03 )

  (c) Performance Stock Plan
     
   
The Company has allotted 1,000,000 shares to be issued pursuant to a Performance Stock Plan approved and registered on June 27, 1997. Compensation is recorded when the conditions to issue shares are met at their then fair market value. See Note 8(b).
     
6.
Due to Related Parties
   
 
Amounts owing to related parties are unsecured, non-interest bearing and are due on demand. These companies are related through significant ownership of the Company and through having common management.
     
7. Commitments and Contingent Liabilities
     
  (a) The Company is committed to fund 50% of the further development of the RC/DC Engine.
     
  (b) See Note 1 for substantial doubt about continuing as a going concern.

F-8


REGI U.S., Inc.
(A Development Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)

8. Subsequent Events
     
  (a)
On February 18, 2003, the Company issued 100,000 common shares for proceeds of $5,000 pursuant to a private placement under Rule 506 of Regulation D.
     
  (b)
On February 20, 2003, the Company issued 50,000 performance shares to Stockbroker.com for consulting services rendered.
   

F-9


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

This report contains forward-looking statements. The words, “anticipate”, “believe”, “expect”, “plan”, “intend”, “estimate”, “project”, “could”, “may”, “foresee”, and similar expressions are intended to identify forward-looking statements. The following discussion and analysis should be read in conjunction with the Company's Financial Statements and other financial information included elsewhere in this report which contains, in addition to historical information, forward-looking statements that involve risks and uncertainties. The Company's actual results could differ materially from the results discussed in the forward-looking statements. Factors that could cause or contribute to such differences include those discussed below, as well as those discussed elsewhere in this report.

Overview

REGI U.S., Inc. was incorporated in the State of Oregon, USA on July 27, 1992.

The Company is a development stage company engaged in the business of developing and commercially exploiting an improved axial vane type rotary engine known as the Rand Cam/Direct Charge Engine (“The RC/DC Engine”). The world-wide marketing and intellectual rights, other than the U.S., are held by Rand Energy Group Inc. (“REGI”) which is the controlling shareholder of the Company. The Company owns the U.S. marketing and intellectual rights and has a project cost sharing agreement, whereby it will fund 50% of the further development of the RC/DC Engine and REGI will fund 50%.

As a development stage company, we devote most of our activities to establishing our business. Planned principal activities have not yet produced any revenues. We have undergone mounting losses to date totalling $5,309,000 and further losses are expected until we complete a licensing agreement with a manufacturer and reseller. Our working capital deficit is $558,000. Our only assets are our long-lived assets, being patents and intellectual property rights, totalling $64,000, which represents 96% of total assets. These factors raise substantial doubt about our ability to continue as a going concern. Our ability to emerge from the development stage with respect to our planned principal business activity is dependent upon our successful efforts to raise additional equity financing, receive funding from affiliates and controlling shareholders, and develop a market for our products.

The Company receives interim support from its ultimate parent company and other related companies and plans to raise additional capital through debt and/or equity financings. The Company plans to raise funds through loans from a shareholder REGI. REGI owns approximately 45% of the shares of the Company, having an approximate current market value of $253,000, and plans to sell shares as needed to meet ongoing funding requirements if traditional equity sources of financing prove to be insufficient. There continues to be insufficient funds to provide enough working capital to fund ongoing operations for the next twelve months. The Company may raise additional funds through the exercise of warrants and stock options, if exercised.

Progress Report from November 1, 2002 to March 17, 2003

On November 13, 2002, we announced the status of our current projects in the following summary report:

42 Horsepower Diesel Engine – for unmanned vehicle applications for helicopters. The design phase of this project is complete and fabrication of the engine has commenced. Planning for the test facility and test plan is also underway.

Air Conditioning Compressor – for air conditioning units for buses. Trans/Air Corporation has notified Reg Technologies, Inc. that testing our special Rand Cam™ air conditioning compressor was delayed due to lack of personnel. Trans/Air promised to have the necessary people available for testing after the start of next year.

0.5 Horsepower Diesel Engine – for unmanned spy plane applications. The initial Phase I portion of this project was funded by an SBIR (Small Business Innovative Research) grant that was awarded to ACR (Advanced Ceramics Research Corporation) for building and testing a small engine for UAV (Unmanned Aerial Vehicle). The Phase I project has been completed and a proposal for additional work in a Phase II project has been submitted to the Government.

F-10


Rand Cam™ Steam Expander – for hybrid car applications. We are working with two different groups on adapting the Rand Cam™ concept as a steam engine expander. These engines span a horsepower range from 25 to 10,000 horsepower. A proposal for a funded analysis, design, fabrication and test program has been prepared and submitted to one of the groups.

Results of operations for the nine months ended January 31, 2003 (“2003”) compared to the nine months ended January 31, 2002 (“2002”)

There were no revenues from product licensing during the periods.

The net loss in 2003 decreased by $202,000 to $2,000 compared to $204,000 in 2002 due to minimized operations. Administrative expenses decreased by $89,000 to $8,000 from $97,000 in 2002 as a result of the minimized operations.

Ongoing research and development activities took place during 2003. Research and development decreased by $115,000 to $(7,000) as compared to $108,000 in 2002. Patrick Badgley undertook the majority of development activities during 2003 and was paid technical consulting fees totalling $22,000 as compared to $23,000 in 2002. We were reimbursed $32,000 pursuant to separate agreements with Advanced Ceramics Research and Radian Incorporated.

Liquidity

During the nine months ended January 31, 2003, we financed our operations mainly through the collection of a receivable of $13,400 from Advanced Ceramics Research. The amounts owing to affiliates decreased by $4,000 to $469,000, are unsecured and repayable on demand. Our affiliated companies have indicated that they will not be demanding repayment of these funds during the next fiscal year and will advance, or pay expenses on behalf of, further funds if needed.

As at January 31, 2003 we had a cash balance of $2,000 and total current liabilities of $560,000 for a working capital deficit of $558,000. Working capital is not adequate to meet development costs for the next twelve months. Unexercised stock options and warrants, if exercised could raise significant additional funds. The Company receives interim support from its ultimate parent company and plans to raise additional funds from equity financing.

The Company plans to raise funds through loans from a shareholder REGI. REGI owns approximately 45% of shares of the Company, having an approximate current market value of $253,000, and plans to sell shares as needed to meet our ongoing funding requirements if traditional equity sources of financing prove to be insufficient.

On February 18, 2003, the Company issued 100,000 common shares for proceeds of $5,000 pursuant to a private placement under Rule 506 of Regulation D.

Item 3. Controls and Procedures

(a)
Evaluation of disclosure controls and procedures. Based on the evaluation of the Company's disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934) as of a date within 90 days of the filing date of this Quarterly Report on Form 10-QSB, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures are designed to ensure that the information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and are operating in an effective manner.
     
(b)
Changes in internal controls. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their most recent evaluation.

 

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PART II Other Information
   
Item 1. Legal Proceedings
   
  None
   
Item 2. Changes in Securities
   
  None
   
Item 3. Defaults upon Senior Securities
   
  None
   
Item 4. Submissions of Matters to a Vote of Security Holders of Security Holders
   
  None.
   
Item 5. Other Information
   
  None
   
Item 6. Exhibits and Reports on Form 8K

  (a) Exhibits
       
    99.1
Certification of John G. Robertson, President (Principal Executive Officer), pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
       
    99.2
Certification of James Vandeberg, Chief Financial Officer (Principal Financial Officer), pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
       
  (b) Reports on Form 8-K
       
    There were no Forms 8-K filed during the period of this report.

 

F-12


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.

Dated: March 21, 2003 REGI U.S., INC.
   
  By: /s/ John G. Robertson
  John G. Robertson, President
  (Principal Executive Officer)
   
  By: /s/ James Vandeberg
  James Vandeberg, Chief Financial Officer
  (Principal Financial Officer)

CERTIFICATION BY PRINCIPAL EXECUTIVE OFFICER

I, John G. Robertson, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of REGI U.S., Inc.;
   
2.
Based on my knowledge, this quarterly report does not contain any untrue statement of a 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 this 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 quarterly report;
   
4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

  a)
designed such disclosure controls and procedures 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 quarterly report is being prepared;
     
  b)
evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
     
  c)
presented in this quarterly report my conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

  a)
all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
     
  b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.
The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect

 

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internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

Date: March 21, 2003

/s/ John G. Robertson
John G. Robertson
         Chief Executive Officer

 

CERTIFICATION BY PRINCIPAL FINANCIAL OFFICER

I, James Vandeberg, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of REGI U.S., Inc.;
   
2.
Based on my knowledge, this quarterly report does not contain any untrue statement of a 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 this 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 quarterly report;
   
4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

  a)
designed such disclosure controls and procedures 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 quarterly report is being prepared;
     
  b)
evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
     
  c)
presented in this quarterly report my conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

  a)
all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
     
  b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.
The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 21, 2003

/s/ James Vandeberg
James Vandeberg
Chief Financial Officer


EXHIBIT 99.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of REGI U.S., Inc. (the "Company") on Form 10-QSB for the period ending January 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John G. Robertson, President of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

1.   I have reviewed the Report;
     
2.  
based on my knowledge, the Report does not contain any untrue statement of a 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 the Report; and
     
3.  
based on my knowledge, the financial statements, and other financial information included in the 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 the Report.

/s/ John G. Robertson
John G. Robertson, President
(Principal Executive Officer)

 

F-15


EXHIBIT 99.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of REGI U.S., Inc. (the "Company") on Form 10-QSB for the period ending January 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, James Vandeberg, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

1.   I have reviewed the Report;
     
2.  
based on my knowledge, the Report does not contain any untrue statement of a 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 the Report; and
     
3.  
based on my knowledge, the financial statements, and other financial information included in the 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 the Report.

/s/ James Vandeberg
James Vandeberg, Chief Financial Officer
(Principal Financial Officer)

 

F-16