EX-99.1 2 exhibit99-1.htm FINANCIAL STATEMENTS Filed by Automated Filing Services Inc. (604) 609-0244 - Reg Technologies Inc.- Exhibit 99.1

Reg Technologies Inc.

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

The Company’s independent auditor has not performed a review of these financial statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity’s auditor.


Reg Technologies Inc.
(A Development Stage Company)
Consolidated Financial Statements

(Unaudited)

January 31, 2007


Reg Technologies Inc.
Consolidated Balance Sheets
(Expressed in Canadian dollars)
(Unaudited)

    January 31,     April 30,  
    2007     2006  
   $    
          (Audited)  
ASSETS            
Current Assets            
     Cash and cash equivalents   323,886     427,777  
     GST receivable   8,712     5,074  
     Prepaid expenses   61,742     67,205  
Total Current Assets   394,340     500,056  
Property and Equipment [Note 5]   12,545      
Total Assets   406,885     500,056  
             
LIABILITIES AND SHAREHOLDERS’ EQUITY            
Current Liabilities            
     Accounts payable and accrued liabilities   41,979     78,168  
     Due to related parties [Note 6]   120,238     46,681  
    162,217     124,849  
             
Shareholders’ Equity            
Share Capital [Note 3]   11,354,814     11,343,564  
Contributed Surplus   687,420     553,067  
Foreign Currency Translation Adjustments   (106,255 )   39,977  
Deficit   (11,691,311 )   (11,561,401 )
    244,668     375,207  
    406,885     500,056  

Commitments [Note 7]

Approved on behalf of the Board

"John Robertson" (signed)  
John G. Robertson, Director  
   
"Jennifer Lorette" (signed)  
Jennifer Lorette, Director  

(The accompanying notes are an integral part of these consolidated financial statements)


Reg Technologies Inc.
Consolidated Statements of Operations and Deficit
(Expressed in Canadian dollars)
(Unaudited)

    Three Months     Three Months     Nine Months     Nine Months  
    Ended     Ended     Ended     Ended  
    January 31,     January 31,     January 31,     January 31,  
    2007     2006     2007     2006  
  $   $    $   $  
Operating Expenses                        
                         
   Foreign exchange   (17,088 )   16,986     (22,020 )   15,916  
   General and administrative   588,842     404,729     1,149,807     1,381,779  
   Research and development   24,218     57,656     70,984     137,874  
Operating Loss   (595,972 )   (479,371 )     (1,198,771  )     (1,535,569 )  
       
Other Income                        
   Gain on sale of subsidiary’s shares   28,119     58,420     618,151     113,516  
   Gain on issue by subsidiary of its own shares                        
      outside the consolidated group   61,594     660,745     85,178     674,291  
   Interest   4,285     2     13,532     428  
   Non-controlling interest   181,546     465     352,000     867  
Net Income (Loss) for the Period   (320,428 )   240,261     (129,910 )   (746,673 )
Deficit - Beginning of Period   (11,370,883 )   (12,272,471 )   (11,561,401 )   (11,285,743 )
Deficit - End of Period   (11,691,311 )   (12,032,210 )   (11,691,311 )   (12,032,210 )
                         
Basic Earnings (Loss) Per Share   (0.01 )   (0.01 )   (0.01 )   (0.03 )
                         
Weighted Average Common Shares Outstanding   23,933,000     23,880,000     23,919,000     23,304,000  

(The accompanying notes are an integral part of these consolidated financial statements)


Reg Technologies Inc.
Consolidated Statements of Cash Flows
(Expressed in Canadian dollars)
(Unaudited)

    Three Months      Three Months     Nine Months     Nine Months  
    Ended     Ended     Ended     Ended  
    January 31,     January 31,     January 31,     January 31,  
    2007     2006     2007     2006  
  $   $   $   $  
Operating Activities                        
     Net loss   (320,428 )   (240,261 )   (129,910 )   (746,468 )
     Items not involving cash                        
                         
           Stock-based compensation   84,895     5,682     105,484     95,448  
           Non-controlling interest   (181,546 )       320,000      
           Gain on issue by subsidiary of its own shares   (61,594 )       (85,178 )      
           Donated services       51,900         155,700  
           Amortization   529         529      
           Gain on sale of subsidiary’s shares   (28,119 )       (618,151 )    
                         
     Changes in non-cash working capital items                        
                         
           Amounts receivable   3,551     (3,575 )   (498 )   (3,177 )
           Prepaid expenses   92,194     147,451     76,722     (82,881 )
           Accounts payable and accrued liabilities   (39,470 )   (7,786 )   (38,785 )   17,212  
Net Cash Used In Operating Activities   (449,988 )   (433,933 )   (1,041,787 )   (564,166 )
Financing Activities                        
     Shares issued   3,750         11,250     286,843  
     Advances from (to) related parties   25,908     (198,030 )   41,235     110,503  
     Proceeds from subsidiary’s shares issued   219,837         272,979      
     Subscriptions received for shares of subsidiary       (232,495 )        
Net Cash Provided by (Used In) Financing                        
Activities   249,495     (430,525 )   325,464     397,346  
                       
Investing Activities                        
     Proceeds on sale of subsidiary’s shares   28,381         621,526      
     Purchase of property and equipment   (13,074 )       (13,074 )    
Net Cash Provided by Investing Activities   15,307         608,452      
Effect of Exchange Rate Changes on Cash   3,534     3,694     3,981     24,769  
Increase (decrease) in Cash and Cash Equivalents   (181,652 )   7,102     (103,890 )   (142,051 )
Cash and Cash Equivalents - Beginning of Period   505,539     17,581     427,777     166,734  
Cash and Cash Equivalents - End of Period   323,887     24,683     323,887     24,683  
Supplemental Disclosures                        
     Interest paid                
     Income tax paid                

(The accompanying notes are an integral part of these consolidated financial statements)


Reg Technologies Inc.
Notes to the Consolidated Financial Statements
January 31, 2007
(Expressed in Canadian dollars)
(Unaudited)

1.

NATURE OF OPERATIONS AND CONTINUANCE OF BUSINESS

   

Reg Technologies Inc. (the “Company”) is in the business of developing and commercially exploiting an improved axial vane type rotary engine known as the Rand Cam™/Direct Charge Engine and other RandCam™ applications, such as compressors and pumps (the “Technology”). The worldwide marketing and intellectual rights, other than the U.S., are held by the Company, which owns approximately 6.3 million shares of REGI U.S., Inc. (“REGI”) (a U.S. public company). REGI owns the U.S. marketing and intellectual rights. The Company and REGI have a project cost sharing agreement whereby these companies each fund 50% of the development of the Technology.

   

The Company is still in the development stage. These financial statements have been prepared on the basis of a going-concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated any revenues from the sale or licensing of the Technology or related applications or achieved operational profitability since inception. The Company’s activities are in the development stage and additional costs for the further advancement and application diversification of the Technology must be incurred. There is substantial doubt as to the Company’s ability to generate revenues and to continue as a going-concern. The continuation of the Company as a going-concern is dependent on its ability to obtain financing and/or the attainment of revenues and profitable operations.

   
2.

INTERIM FINANCIAL STATEMENTS

   

The unaudited interim financial statements have been prepared in accordance with Canadian generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The unaudited interim financial statements have been prepared in accordance with the accounting principles and policies described in the Company’s annual financial statements for the year ended April 30, 2006, and should be read in conjunction with those statements. In the opinion of management, all adjustments (consisting of normal and recurring accruals) considered necessary for fair presentation of the Company’s financial position, results of operations and cash flows have been included. Operating results for the nine-month period ended January 31, 2007 are not necessarily indicative of the results that may be expected for the year ended April 30, 2007.

   
3.

SHARE CAPITAL

   

Authorized:


  50,000,000   Common shares without par value
10,000,000 Preferred shares with a $1 par value, redeemable for common shares on the basis of 1 common share for 2 preferred shares
  5,000,000   Class A non-voting shares without par value. Special rights and restrictions apply.

      Number of        
  Common shares issued:   Shares     Amount  
  Balance issued, April 30, 2006   24,116,431     11,387,049  
  Issued during the year:            
     Pursuant to the exercise of stock options   37,500     11,250  
  Balance, January 31, 2007   24,178,931     11,398,299  
  Less: treasury stock owned   (217,422 )   (43,485 )
  Balance Issued and outstanding, January 31, 2007   23,936,509     11,354,814  


Reg Technologies Inc.
Notes to the Consolidated Financial Statements
January 31, 2007
(Expressed in Canadian dollars)
(Unaudited)

3.

SHARE CAPITAL (Continued)

       
[a]

Escrowed shares

       

93,750 shares are held in escrow, the release of which is subject to the direction and determination of regulatory authorities.

       
[b]

Treasury shares

       

At January 31, 2007, Rand owns 217,422 shares of the Company.

       
[c]

Stock options

       

The Company has implemented a stock option plan (the "Plan") to be administered by the Board of Directors. Pursuant to the Plan, the Board of Directors has discretion to grant options for up to a maximum of 10% of the issued and outstanding common shares of the Company at the date the options are granted. The option price under each option shall be not less than the discounted market price on the grant date. The expiry date of an option shall be set by the Board of Directors at the time the option is awarded, and shall not be more than five years after the grant date. No more than 25% of an option may be exercised during any 90-day period during the term of the option; and each optionee is restricted from selling more than 25% of the shares that may be acquired upon exercise of an option during any 90-day period. Options granted to consultants engaged in investor relations activities will vest in stages over a minimum period of 12 months with no more than 25% of the options vesting in any three-month period.

       

On October 20, 2005, the Company granted 750,000 stock options to an officer exercisable at $0.30 per share, up to October 20, 2010. These options have the following vesting schedule:

       
[i]

Up to 25% of the options may be exercised at any time during the term of the option, such initial exercise is referred to as the “First Exercise”.

       
[ii]

The second 25% of the options may be exercised at any time after 90 days from the date of First Exercise, such second exercise is referred to as the “Second Exercise”.

       
[iii]

The third 25% of the options may be exercised at any time after 90 days from the date of Second Exercise, such third exercise is referred to as the “Third Exercise”.

       
[iv]

The fourth and final 25% of the options may be exercised at any time after 90 days from the date of the Third Exercise.

       

The following table summarizes activity under the Plan for the period ended January 31, 2007:


            Weighted  
            average  
      Number     exercise price  
      of shares   $  
  Outstanding, April 30, 2006   1,168,750     0.27  
  Exercised   (37,500 )   0.30  
  Outstanding, January 31, 2007   1,131,250     0.27  


Reg Technologies Inc.
Notes to the Consolidated Financial Statements
January 31, 2007
(Expressed in Canadian dollars)
(Unaudited)

3.

SHARE CAPITAL (Continued)

   

Additional information regarding options outstanding at January 31, 2007 and April 30, 2006 is as follows:


    Exercise          
    Price   January 31,   April 30,  
  Expiry Date $   2007   2006  
               
  September 18, 2008 0.30   106,250   143,750  
  March 4, 2009 0.19   250,000   250,000  
  April 8, 2009 0.14   25,000   25,000  
  October 20, 2010 0.30   750,000   750,000  
               
  Options outstanding     1,131,250   1,168,750  
               
  Options exercisable     306,250   606,250  
               
  Weighted average price for options exercisable     $0.31   $0.25  

The fair value of each option granted was estimated on the grant date using the Black-Scholes option pricing model and the weighted average fair value of stock options granted during the nine month period ended January 31, 2006 was $0.28.

The assumptions used in the option pricing model were as follows:

      Nine Months     Nine Months  
      Ended     Ended  
      January 31,     January 31,  
      2007     2006  
               
  Expected dividend yield       0%  
  Risk-free interest rate       4.14%  
  Expected volatility       155%  
  Expected option life (in years)       3.0  


Reg Technologies Inc.
Notes to the Consolidated Financial Statements
January 31, 2007
(Expressed in Canadian dollars)
(Unaudited)

4.

SHARE CAPITAL ACTIVITY OF REGI U.S., INC.

The following table summarizes the share capital activities of REGI for the nine month periods ended January 31, 2006 and 2007:

      Number of     Amount  
  Common shares issued:   shares     US$  
  Balance, April 30, 2005   23,720,725     5,838,841  
       Stock issued for cash pursuant to:            
             Options exercised   125,000     30,625  
             Warrants exercised   406,400     142,240  
             Private placement   650,000     379,062  
               
  Balance, January 31, 2006   24,902,125     6,390,768  
               
  Balance, April 30, 2006   25,839,125     6,915,482  
       Shares issued for services   29,000     60,000  
       Stock issued for cash pursuant to:            
             Options exercised   192,250     49,938  
             Warrants exercised   110,833     88,666  
             Private placement   110,000     106,496  
  Balance, January 31, 2007   26,281,208     7,220,582  

  [a]

At January 31, 2007, the Company owned 3,320,000 shares.

     
  [b]

At January 31, 2007, Rand owned 2,941,616 shares. The Company owns 51% of Rand.

     
  [c]

A total of 1,131,250 shares are reserved for the exercise of stock options, exercisable at a weighted average price of US$0.38 per share with a weighted average remaining life of 11.72 years.

     
  [d]

As at January 31, 2007, 718,667 share purchase warrants were outstanding. Each whole warrant may be exercised at a price of US$0.80 per share in the first year and $1 per share for the second year.

5.

PROPERTY AND EQUIPMENT

                  January 31,     April 30,  
                  2007     2006  
            Accumulated     Net Book     Net Book  
      Cost     Amortization     Value     Value  
           
                         
  Computer hardware   4,225     234     3,991      
  Office furniture and equipment   8,849     295     8,554      
      13,074     529     12,545      


Reg Technologies Inc.
Notes to the Consolidated Financial Statements
January 31, 2007
(Expressed in Canadian dollars)
(Unaudited)

6.

RELATED PARTY TRANSACTIONS

       
[a]

At January 31, 2007, the Company is indebted to related parties for an aggregate of $120,238 (April 30, 2006 - $46,681). The transactions are recorded at their exchange amounts, and the amounts owing are unsecured, non-interest bearing and due on demand. These companies are related due to the president of the Company controlling or significantly influencing these related companies.

       
[b]

The Company entered into an agreement with a professional law firm (the “Law Firm”) in which a partner of the firm is an officer and director of the Company. The Company agreed to pay a cash fee equal to 5% of any financings with parties introduced to the Company by the Law Firm. The Company also agreed to pay an equity fee equal to 5% of the equity issued by the Company to parties introduced by the Law Firm, in the form of options, warrants or common stock. During the nine month period ended January 31, 2007, $99,432 for legal services have been paid to the Law Firm.

       
[c]

During the nine month period ended January 31, 2007, rent of $10,008 was paid to a company having common officers and directors.

       
[d]

During the nine month period ended January 31, 2007, project management fees of $25,449 were paid to a company having common officers and directors.

       
[e]

During the nine month period ended January 31, 2007, administrative fees, public relations expenses, management fees and directors’ fees were paid to the officers, directors and companies controlled by officers and directors totalling $125,140 for services rendered.

       
[f]

On June 14, 2005, REGI entered into a consulting agreement with Clearvision Inc. (the “Consulting Agreement”) for the provision of MediaBlitz!® campaign services to REGI, in consideration for 500,000 shares of REGI’s common stock at an agreed value of $0.70, which represented the market value of the stock at the closing date. These shares were provided to Clearvision by an affiliate, JGR Petroleum Inc. (“JGR”), a private company controlled by the president of the Company. JGR then received a cash reimbursement of $350,000 in respect of this transaction.

       

The above noted transactions have been in the normal course of operations and, in management’s opinion, undertaken with the same terms and conditions as transactions with unrelated parties.

       
7.

COMMITMENTS

       
[a]

In connection with the acquisition of Rand, the Company has the following royalty obligations:

       
[i]

A participating royalty is to be paid to the inventor to a maximum amount of $10,000,000. The participating royalty is to be paid in minimum annual instalments of $50,000 per year beginning on the date the first revenues are derived from the license or sale of the patented technology and after shares are issued per the above. As part of the minimum payment, the Company is to pay 5% of all net profits from sales, licenses, royalties or income derived from the patented technology.

       
[ii]

Pursuant to a letter of understanding between the Company, REGI and REGI (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, licenses, royalties or income derived from the patented technology.

       
[iii]

1% net profit royalty will be payable to a director on all U.S.-based sales.

       
[b]

On June 15, 2006, the Company entered into a lease agreement to lease office premises for the period of one year and the option to renew the lease for one additional term of three years, in consideration for $16,994 per year.