UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended January 31, 2015
[ ] Transition Report pursuant to 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period
to
Commission File Number 0-23920
REGI U.S., INC. |
(Exact name of Small Business Issuer as specified
in its charter) |
Oregon |
|
91-1580146 |
(State or other
jurisdiction of |
|
(IRS Employer |
incorporation or organization) |
|
Identification No.) |
|
|
|
#240 – 11780 Hammersmith Way |
|
|
Richmond, BC, Canada |
|
V7A 5A9 |
(Address of principal executive offices) |
|
(Postal or Zip Code) |
Issuer’s
telephone number, including area code: (604) 278-5996
NA |
(Former name, former address and former fiscal
year, if changed since last report) |
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 [ ]
Indicate by check mark whether the registrant
has submitted electronically and posted on its Web site, if any, every Interactive Date File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files).
Yes [ ] No [X]
Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company. See definition of ‘‘accelerated filer and large accelerated filer’’ in Rule 12b-2 of the Exchange
Act. (Check one):
Large accelerated filer |
[ ] |
Accelerated
filer |
[ ] |
Non-accelerated filer |
[ ] |
Smaller
reporting company |
[X] |
Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
Indicate the number of shares outstanding of
each of the issuer’s classes of common stock, as of the latest practicable date: 32,779,298 shares of common stock with no
par value outstanding as of March 23, 2015.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
REGI U.S., Inc.
Consolidated Balance Sheets
(Unaudited)
| |
January
31, 2015
| | |
April
30, 2014
| |
ASSETS | |
| | | |
| | |
Current Assets: | |
| | | |
| | |
Cash and cash equivalents | |
$ | 798 | | |
$ | 1,876 | |
| |
| | | |
| | |
Total Assets | |
$ | 798 | | |
$ | 1,876 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
Current Liabilities: | |
| | | |
| | |
Accounts payable and accrued liabilities | |
$ | 179,620 | | |
$ | 236,534 | |
Due to related parties | |
| 1,748,692 | | |
| 1,531,106 | |
Total Current Liabilities | |
| 1,928,312 | | |
| 1,767,640 | |
| |
| | | |
| | |
Stockholders’ Deficit: | |
| | | |
| | |
Common stock, 100,000,000 shares authorized, no par value, 32,779,298 and 32,640,298 shares issued and outstanding, respectively | |
| 10,720,837 | | |
| 10,550,355 | |
Accumulated deficit | |
| (12,648,351 | ) | |
| (12,316,119 | ) |
Total Stockholders’ Deficit | |
| (1,927,514 | ) | |
| (1,765,764 | ) |
| |
| | | |
| | |
Total Liabilities and Stockholders’ Deficit | |
$ | 798 | | |
$ | 1,876 | |
The accompanying notes are an integral part
of these unaudited consolidated financial statements.
REGI U.S., Inc.
Consolidated Statements of Expenses
(Unaudited)
| |
Three Months Ended | | |
Nine Months Ended | |
| |
January 31, | | |
January 31, | |
| |
2015 | | |
2014 | | |
2015 | | |
2014 | |
Operating Expenses: | |
| | | |
| | | |
| | | |
| | |
General and administrative | |
$ | 67,234 | | |
$ | 188,301 | | |
$ | 283,328 | | |
$ | 463,463 | |
Research and development | |
| 25,886 | | |
| - | | |
| 47,824 | | |
| 21,697 | |
| |
| | | |
| | | |
| | | |
| | |
Loss from Operations: | |
| (93,120 | ) | |
| (188,301 | ) | |
| (331,152 | ) | |
| (485,160 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other Income (Expense): | |
| | | |
| | | |
| | | |
| | |
Interest expense | |
| (360 | ) | |
| (360 | ) | |
| (1,080 | ) | |
| (1,080 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net loss | |
$ | (93,480 | ) | |
$ | (188,661 | ) | |
$ | (332,232 | ) | |
$ | (486,240 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net loss per share – basic and diluted | |
$ | (0.00 | ) | |
$ | (0.01 | ) | |
$ | (0.01 | ) | |
$ | (0.02 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted average shares outstanding – basic and diluted | |
| 32,779,298 | | |
| 32,130,000 | | |
| 32,774,393 | | |
| 31,960,000 | |
The accompanying notes are an integral part
of these unaudited consolidated financial statements.
REGI U.S., Inc.
Consolidated Statements of Cash Flows
(Unaudited)
| |
Nine
Months Ended
January 31, | |
| |
2015 | | |
2014 | |
Cash flows from operating activities: | |
| | | |
| | |
Net loss | |
$ | (332,232 | ) | |
$ | (486,240 | ) |
Adjustments to reconcile loss to net cash used in operating activities: | |
| | | |
| | |
Donated services | |
| 90,000 | | |
| 90,000 | |
Options and warrants issued for service | |
| 68,285 | | |
| 292,890 | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Due to related parties | |
| 1,080 | | |
| 1,080 | |
Accounts payable and accrued liabilities | |
| (56,914 | ) | |
| (50,642 | ) |
Net cash used in operating activities | |
| (229,781 | ) | |
| (152,912 | ) |
| |
| | | |
| | |
Cash flows from financing activities | |
| | | |
| | |
Advances from related parties | |
| 216,506 | | |
| 62,287 | |
Proceeds from the sale of common stock | |
| 12,197 | | |
| 75,705 | |
Net cash provided by financing activities | |
| 228,703 | | |
| 137,992 | |
| |
| | | |
| | |
Net change in cash and cash equivalents | |
| (1,078 | ) | |
| (14,920 | ) |
Cash and cash equivalents, beginning of period | |
| 1,876 | | |
| 16,377 | |
Cash and cash equivalents, end of period | |
$ | 798 | | |
$ | 1,457 | |
| |
| | | |
| | |
Supplemental Disclosures: | |
| | | |
| | |
Interest paid | |
$ | - | | |
$ | - | |
Income tax paid | |
| - | | |
| - | |
The accompanying notes are an integral part
of these unaudited consolidated financial statements.
REGI U.S., Inc.
Notes to Consolidated Financial Statements
(Unaudited)
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited interim financial
statements of REGI U.S., Inc. (“REGI”) have been prepared in accordance with accounting principles generally accepted
in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with
the audited financial statements and notes thereto for the year ended April 30, 2014 filed on Form 10-K with the SEC. In the opinion
of management, the accompanying unaudited interim consolidated financial statements reflect all adjustments, consisting of normal
recurring adjustments, necessary to present fairly the financial position and the results of operations for the interim period
presented herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for
the full year or for any future period. Notes to the unaudited consolidated financial statements which would substantially duplicate
the disclosures contained in the audited consolidated financial statements for fiscal 2014 as reported in Form 10-K, have been
omitted.
NOTE 2. GOING CONCERN
REGI incurred net loss of $332,232 for the
nine months ended January 31, 2015 and has a working capital deficit of $1,927,514 and an accumulated deficit of $12,648,351 at
January 31, 2015. These factors raise substantial doubt about the ability of REGI to continue as a going concern. The consolidated
financial statements do not include any adjustments that might result from the outcome of this uncertainty. As a result, REGI’s
unaudited consolidated financial statements as of January 31, 2015 and for the nine months ended have been prepared on a going
concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course
of business.
REGI also receives interim support from affiliated
companies and plans to raise additional capital through debt and/or equity financings. There continues to be insufficient funds
to provide enough working capital to fund ongoing operations for the next twelve months. REGI may also raise additional funds through
the exercise of warrants and stock options, if exercised. There is no assurance that any of these activities will be successful.
NOTE 3. RELATED PARTIES
Amounts due from related parties are unsecured,
non-interest bearing and due on demand. Related parties consist of the President of REGI and companies controlled or significantly
influenced by the President of REGI and by a director of REGI. As of January 31, 2015, there was $1,748,692 due to related parties.
As of April 30, 2014, there was $1,531,106 due to related parties.
During the nine month period ended January
31, 2015, the President, CEO and director of REGI provided consulting services to REGI valued at $67,500, which were accounted
for as donated capital and charged to expense during the period. The same amount was recorded in the nine month period ended January
31, 2014.
During the nine month period ended January
31, 2015, the CFO, COO and director of REGI provided consulting services to REGI valued at $22,500, which were accounted for as
donated capital and charged to expense during the period. The same amount was recorded in the nine month period ended January 31,
2014.
During
each of nine month periods ended January 31, 2015 and 2014, management fees of $22,500 were accrued to a company having a common
director.
During
the nine month periods ended January 31, 2015 and 2014, research and development services of $47,824 and $21,697 were provided
by a company having a common director.
During the year ended April 30, 2012, the Company
issued a promissory note of $24,000 for amounts previously accrued and owed to a company with common director with the Company.
The promissory note bears interest rate of 6% per annum, is unsecured and due on demand. During the nine months ended January 31,
2015 and 2014, there was no change to the principal amount of the promissory note and interest expense of $1,080 was recorded during
each nine month period. The principal balance of the note is included as due to related parties in the consolidated balance sheet.
REGI currently utilizes office space in a commercial
business park building located in Richmond, British Columbia, Canada, a suburb of Vancouver, shared by several companies related
by common officers and directors. REGI does not pay rent for this office space.
NOTE 4. STOCKHOLDERS’ EQUITY
a) Common Stock Options and Warrants
During the nine month periods ended January
31, 2015 and 2014, the Company recorded aggregate stock-based compensation associated with options and warrants of $68,285 and
$292,890, respectively. At January 31, 2015, the Company had $393,913 of total unrecognized compensation cost related to
non-vested stock options and warrants, which will be recognized over future periods.
The fair value of each option and warrant grant
or modification during the nine months ended January 31, 2015 and 2014 was determined using the Black-Scholes option pricing model
and the following assumptions:
| |
Nine Months Ended January 31, | |
| |
| 2015 | | |
| 2014 | |
| |
| | | |
| | |
Risk free interest rate | |
| 0.01% - 0.05% | | |
| 0.11% - 0.36% | |
Expected life | |
| 0.06 - 0.57 | | |
| 0.09 - 1.64 | |
Annualized volatility | |
| 139.83% - 182.47% | | |
| 191.11% - 299.98% | |
Expected dividends | |
| - | | |
| - | |
Option pricing models require the input of
highly subjective assumptions including the expected price volatility. The subjective input assumptions can materially affect the
fair value estimate.
A summary of REGI’s stock option activity for the nine months
ended January 31, 2015 is as follows:
| |
January 31, 2015 | |
| |
Options | | |
Weighted
Average
Exercise
Price | |
Outstanding at beginning of period | |
| 2,638,000 | | |
$ | 0.15 | |
Granted | |
| - | | |
| - | |
Expired | |
| - | | |
| - | |
Outstanding at end of period | |
| 2,638,000 | | |
| 0.15 | |
Exercisable at end of period | |
| 659,500 | | |
$ | 0.15 | |
Weighted average fair value of options granted | |
| | | |
$ | - | |
At January 31, 2015,
the range of exercise prices and the weighted average remaining contractual life of the outstanding options was $0.10 to $0.20
per share and 2.63 years, respectively. The intrinsic value of “in the money” exercisable options at January 31, 2015
was $0.
On May 5, 2014, the
Company extended the expiration date of 830,000 outstanding common stock warrants from May 27, 2014 to November 27, 2014. On October
31, 2014, the expiration date of these warrants was further extended to May 27, 2015. The warrants are exercisable at $0.15 per
share. The incremental increase in the fair value of the warrants for each extension was determined to be $34,236 and $34,049,
respectively.
A summary of REGI’s common stock warrant
activity for the nine months ended January 31, 2015 is as follows:
| |
January 31, 2015 | |
| |
Warrants | | |
Weighted
Average
Exercise
Price | |
Outstanding at beginning of period | |
| 5,128,816 | | |
$ | 0.19 | |
Granted | |
| 139,000 | | |
| 0.15 | |
Expired | |
| (3,107,483 | ) | |
| 0.18 | |
Outstanding at end of period | |
| 2,160,333 | | |
| 0.19 | |
Exercisable at end of period | |
| 2,160,333 | | |
$ | 0.19 | |
At January 31, 2015, the range of exercise
prices and the weighted average remaining contractual life of the outstanding warrants was $0.15 to $0.25 per share and 0.55 year,
respectively. The intrinsic value of “in the money” exercisable warrants at January 31, 2015 was $0.
b) Cash Consideration
During May and June,
2014, the Company sold an aggregate of 139,000 units in a private placement for cash proceeds of $12,197, net of issuance costs
of $1,303, at $0.10 per unit. Each unit consists of one common share and one common stock purchase warrant exercisable at $0.15
per share for one year into the Company’s common stock from the closing date of the private placement.
NOTE 5. COMMITMENTS
Pursuant to a letter of understanding dated
December 13, 1993 between REGI, Rand 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 with regards to RC/DC Engine
technology and will receive 5% of all net profits from sales, licenses, royalties or income derived from the patented technology.
To date, no sales have been accrued and no royalties have been accrued or paid.
Pursuant to an agreement dated August 20, 1992,
REGI acquired the U.S. rights to the original RC/DC Engine from Rand. REGI will pay Rand and the original owner a net profit royalty
of 5% and 1%, respectively. To date no sales have been accrued and no royalties have been accrued or paid.
Item 2. Management’s Discussion and
Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Certain statements contained in this Quarterly
Report on Form 10-Q constitute “forward-looking statements.” These statements, identified by words such as “plan,”
“anticipate,” “believe,” “estimate,” “should,” “expect” and similar
expressions include our expectations and objectives regarding our future financial position, operating results and business strategy.
These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties
and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different
from those described in the forward-looking statements. Such risks and uncertainties include those set forth in our 10-K for the
fiscal year ended April 30, 2014. We do not intend to update the forward-looking information to reflect actual results or changes
in the factors affecting such forward-looking information. We advise you to carefully review the reports and documents we file
from time to time with the Securities and Exchange Commission (the “SEC”), particularly our Annual Reports on Form
10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K.
All dollar amounts in this Quarterly Report
are in U.S. dollars unless otherwise stated.
Nature of Business
We are a development stage company engaged
in the business of developing and building an improved axial vane-type rotary engine known as the RadMax™ rotary technology
(the “RadMax® Engine”), used in the design of lightweight and high efficiency engines, compressors and pumps. We
have a project cost sharing agreement, whereby the development of the RadMax™ Engine will be funded equally by us and by
Reg Technologies Inc. (“Reg Tech”), a public company listed for trading on the TSX Venture Exchange and on OTC.BB.
Reg Tech holds approximately 10.17% of our issued and outstanding shares.
Recent Development
On September 16, 2014 we announced that the
RadMax™ test fixture is completed. Mr. Paul Porter, our chief engineer reported the following:
● |
The test fixture has been completed and assembled. |
|
|
● |
Several seal combinations have been tested in the fixture. |
|
|
● |
The fixture will allow the Company to quickly and inexpensively evaluate sealing combinations, vane designs and lubrication and cooling methods without risking damage or modifying the current prototype. |
|
|
● |
With the test fixture, we can evaluate wear patterns, seal life and friction created in the combustion chamber. |
|
|
● |
We can locate and quantify potential sealing or wear problems rapidly and cost effectively. |
|
|
● |
The test chamber is a major step toward optimizing the performance of the RadMax™ prototype and all future engine builds. and |
|
|
● |
The test fixture can be easily modified to test vanes for use in both smaller and larger engine builds. |
Mr. Porter stated that the test fixture would
be the key to the rapid development of future engine designs. New prototypes can now be designed and tested with greater confidence,
lower costs and with greater efficiency.
Going Concern
We incurred net losses of $332,232 for the
nine months ended January 31, 2015 and have a working capital deficit of $1,927,514 and an accumulated deficit of $12,648,351 at
January 31, 2015. Further losses are expected until we enter into a licensing agreement with a manufacturer and reseller. These
factors raise substantial doubt about the ability of the Company to continue as a going concern.
We may receive interim support from affiliated
companies and plan to raise additional capital through debt and/or equity financings. We may also raise additional funds through
the exercise of warrants and stock options, if exercised. However, there is no assurance that any of these activities will be successful.
Due to the uncertainty of our ability to generate
sufficient revenues from our operating activities and/or to obtain the necessary financing to meet our obligations and repay our
liabilities arising from normal business operations when they come due, in their report on our financial statements for the year
ended April 30, 2013, our registered independent auditors included additional comments indicating concerns about our ability to
continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that led
to this disclosure by our registered independent auditors. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
Results of Operations for the Nine Months
Ended January 31, 2015 Compared to the Nine Months Ended January 31, 2014
We had a net loss of $332,232 during the nine
months ended January 31, 2015, a decrease from net loss of $486,240 during the nine months ended January 31, 2014.
Research and development expenses increased
to $47,824 in nine months ended January 31, 2015 from $21,697 in nine months ended January 31, 2014.
General and administrative expenses decreased
from $463,463 in the nine months ended January 31, 2014 to $283,328 in 2015. Our non-cash, option and warrants based expenses decreased
from $292,890 in 2014 to $68,285 in the nine months ended January 31, 2015.
Other general and administrative expense comparisons
are as follows:
● |
Professional fees including legal, accounting, audit and auditors’ review expenses decreased slightly from $25,100 during the nine months ended January 31, 2014 to $23,474 in the nine months ended January 31, 2015; |
|
|
● |
Office and administrative expenses increased from $16,884 during the nine months ended January 31, 2014 to $67,940 during the nine months ended January 31, 2015; |
|
|
● |
Transfer agent and filing fees decreased from $12,981 in 2014 to $10,075 in 2015 as we had fewer equity transactions in 2015; |
|
|
● |
Consulting and management fees were consistent at $112,500, of which $90,000 was donated services for the nine months ended January 31, 2014 and 2015; |
|
|
● |
Technology related travel expense of $3,108 in 2014 decreased to $1,054 in 2015; and |
During the nine months ended January 31, 2015
and January 31, 2014, we recorded interest expense of $1,080 on a promissory note issued to a related party.
We have not attained profitable operations
and are dependent upon obtaining financing to pursue exploration activities. For these reasons our auditors believe that there
is substantial doubt that we will be able to continue as a going concern.
Results of Operations for the Three Months
Ended January 31, 2015 Compared to the Three Months Ended January 31, 2014
We had a net loss of $93,480 during the three
months ended January 31, 2015, a decrease from net loss of $188,661 during the three months ended January 31, 2014.
Research and development expenses increased
to $25,886, in the three months ended January 31, 2015 from $nil in the three months ended January 31, 2014.
General and administrative expenses decreased
from $188,301 in the three months ended January 31, 2014 to $67,234 in the three months ended January 31, 2015. Our non-cash, option
and warrants based expenses decreased from $156,569 in 2014 to $nil in the three months ended January 31, 2015.
General and administrative expense comparisons
are as follows:
● |
Professional fees including legal, accounting, audit and auditors’ review expenses increased from $5,300 during the three months ended January 31, 2014 to $6,022 during the three months ended January 31, 2015, as our transaction volume decreased from 2014 to 2015; |
|
|
● |
Consulting and management fees were consistent at $37,500 during 2014 and 2015; |
|
|
● |
Office and administrative expenses increased from $8,668 in 2014 to $25,083 in 2015; |
|
|
● |
Transfer and filing expenses decreased from $1,524 in 2014 to $1,625 in 2015; |
|
|
● |
Technology related travel expense of $nil in 2014, increased to $1,054 in 2015; and |
|
|
● |
Foreign exchange gain of $21,261 in 2014 decreased to foreign exchange gain of $4,050 in 2015. |
During the three months ended January 31, 2014
and January 31, 2015, we recorded interest expense of $360 on a promissory note issued to a related party.
We have not attained profitable operations
and are dependent upon obtaining financing to pursue exploration activities. For these reasons our auditors believe that there
is substantial doubt that we will be able to continue as a going concern.
Liquidity and Capital Resources
During the nine months ended January 31, 2015,
we financed our operations mainly through proceeds of $12,197 from the sale of common stock net of share issuance costs and advances
from related parties of $216,506.
At January 31, 2015, the total amount owing
to related parties is $1,748,692 or 90.69% of total liabilities as of January 31, 2015. This funding was necessary with a downturn
in the financial market to complete the RadMax™ Engine and place us in a position to attain profit. The balances owing to
related parties are non-interest bearing, 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.
We also plan to raise additional capital through
debt and/or equity financings. We cannot provide any assurance that additional funding will be available to finance our operations
on acceptable terms in order to enable us to complete our plan of operations. There are no assurances that we will be able to achieve
further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary
to continue our plan of operations, then we will not be able to continue the development of our RadMax™ Engine and our business
will fail.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that
have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues
or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our stockholders.
Critical Accounting Policies
We have identified certain accounting policies
that are most important to the portrayal of our current financial condition and results of operations. Our significant accounting
policies are disclosed in Note 1 of the consolidated financial statements for the nine months ended January 31, 2015, attached
hereto.
Contractual Obligations
We do not currently have any contractual obligations
requiring any payment obligation from us.
Item 3. Quantitative and Qualitative Disclosures
about Market Risk
We are a smaller reporting company as defined
by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Item 4. Controls and Procedures
(a) Evaluation of disclosure controls and
procedures
Based upon an evaluation of the effectiveness
of our disclosure controls and procedures performed by our management, with participation of our Chief Executive Officer and our
Chief Financial Officer as of the end of the period covered by this report, our Chief Executive Officer and our Chief Financial
Officer concluded that our disclosure controls and procedures were not effective due to inadequate segregation of duties.
As used herein, “disclosure controls
and procedures” mean controls and other procedures of our company that are designed to ensure that information required
to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is recorded, processed, summarized
and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that
we file or submit under the Securities Exchange Act is accumulated and communicated to our management, including our principal
executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding
required disclosure.
We are taking steps to enhance and improve
the design of our disclosure controls. During the period covered by this interim report, we have not been able to remediate the
material weaknesses identified above. To remediate such weaknesses, we need to appoint additional qualified personnel to address
inadequate segregation of duties, and adopt sufficient written policies and procedures for accounting and financial reporting.
These remediation efforts are largely dependent upon securing additional financing to cover the costs of implementing the changes
required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected.
(b) Changes in Internal Control over
Financial Reporting
There were no changes in our internal control
over financial reporting during the quarter ended January 31, 2015 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We are not a party to any pending legal proceeding.
Management is not aware of any threatened litigation, claims or assessments.
Item 1A. Risk Factors
We are a smaller reporting company as defined
by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds
From May 1, 2014 to the date of this report,
we sold an aggregate of 135,000 units of private placement for cash proceeds of $12,197, net of issuance costs of $1,303. Each
unit consists of one common share and one common stock purchase warrant, with one warrant exercisable at $0.15 per share for one
year into the one share of the Company’s common stock.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
(a)
Exhibit(s)
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31.1 |
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
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31.2 |
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
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32.1 |
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
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32.2 |
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
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101.INS |
XBRL Instance Document** |
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101.SCH |
XBRL Taxonomy Extension Schema Document** |
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101.CAL |
XBRL Taxonomy Extension Calculation Linkbase Document** |
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101.DEF |
XBRL Taxonomy Extension Definition Linkbase Document** |
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101.LAB |
XBRL Taxonomy Extension Label Linkbase Document** |
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101.PRE |
XBRL Taxonomy Extension Presentation Linkbase Document** |
* Filed Herewith.
** In accordance with Regulation S-T, the XBRL-formatted
interactive data files that comprise Exhibit 101 in this Quarterly Report on Form 10-Q shall be deemed “furnished”
and not “filed”.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
March 23, 2015 |
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REGI U.S., INC. |
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/s/
John G. Robertson |
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John G. Robertson, |
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President and Chief Executive Officer |
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF
2002
I, John G. Robertson, Chief Executive Officer of REGI
U.S., Inc., certify that:
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: |
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(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; |
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(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; |
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(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; |
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(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): |
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(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 |
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(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 23, 2015 |
By: |
/s/ John G. Robertson |
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John G. Robertson |
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Chief Executive Officer |
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF
2002
I, Susanne Robertson, Chief
Financial Officer of REGI U.S., Inc., certify that:
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: |
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(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; |
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(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; |
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(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; |
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(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): |
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(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 |
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(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 23, 2015 |
By: |
/s/ Susanne Robertson |
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Susanne Robertson |
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Chief Financial Officer |
Exhibit 32.1
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-Q for
the period ended January 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the
“Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his
knowledge:
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 23, 2015 |
By: |
/s/ John G. Robertson |
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John G. Robertson |
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President and Chief Executive Officer |
Exhibit 32.2
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-Q for the period ended January
31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned,
in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
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 23, 2015 |
By: |
/s/ Susanne Robertson |
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Susanne Robertson |
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Chief Financial Officer |
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