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 October 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 December 28, 2015.

 

 

 

 
 

 

TABLE OF CONTENTS

 

  Page
PART I FINANCIAL INFORMATION  
   
Item 1. Financial Statements 3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 4
Item 3. Quantitative and Qualitative Disclosures about Market Risk 6
Item 4. Controls and Procedures 6
   
PART II OTHER INFORMATION  
   
Item 1. Legal Proceedings 7
Item 1A. Risk Factors 7
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 7
Item 3. Defaults Upon Senior Securities 7
Item 4. Mine Safety Disclosures 7
Item 5. Other Information 7
Item 6. Exhibits 7
   
SIGNATURES 8

 

2
 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Consolidated Balance Sheets (Unaudited) F-1
Consolidated Statements of Expenses (Unaudited) F-2
Consolidated Statements of Cash Flows (Unaudited) F-3
Notes to Unaudited Consolidated Financial Statements F-4

 

3
 

 

REGI U.S., Inc.

Consolidated Balance Sheets

(Unaudited)

 

  

October 31, 2015

  

April 30, 2015

 
ASSETS          
Current Assets:          
Cash and cash equivalents  $73   $491 
           
Total Assets  $73   $491 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
Current Liabilities:          
Accounts payable and accrued liabilities  $188,962   $185,230 
Due to related parties   1,908,195    1,791,680 
Total Current Liabilities   2,097,157    1,976,910 
           
Stockholders’ Deficit:          
Common stock, 100,000,000 shares authorized, no par value, 32,779,298 shares issued and outstanding   10,810,946    10,750,946 
Accumulated deficit   (12,908,030)   (12,727,365)
 Total Stockholders’ Deficit   (2,097,084)   (1,976,419)
           
Total Liabilities and Stockholders’ Deficit  $73   $491 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

F-1
   

 

REGI U.S., Inc.

Consolidated Statements of Expenses

(Unaudited)

 

   Three Months Ended   Six Months Ended 
   October 31,   October 31, 
   2015   2014   2015   2014 
                 
Operating Expenses:                    
General and administrative  $68,313   $114,272   $133,600   $216,094 
Research and development   12,578    12,314    46,345    21,938 
                     
Loss from Operations:   (80,891)   (126,586)   (179,945)   (238,032)
                     
Other Income (Expense):                    
Interest expense   (360)   (360)   (720)   (720)
                     
Net loss  $(81,251)  $(126,946)  $(180,665)  $(238,752)
                     
Net loss per share – basic and diluted  $(0.00)  $(0.00)  $(0.01)  $(0.01)
                     
Weighted average shares outstanding – basic and diluted   32,779,298    32,779,298    32,779,298    32,771,940 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

F-2
   

 

REGI U.S., Inc.

Consolidated Statements of Cash Flows

(Unaudited)

 

  

Six Months Ended

October 31,

 
   2015   2014 
Cash flows from operating activities:          
Net loss  $(180,665)  $(238,752)
Adjustments to reconcile loss to net cash used in operating activities:          
Donated services   60,000    60,000 
Options and warrants issued for service   -    68,285 
Changes in operating assets and liabilities:          
Due to related parties   720    720 
Accounts payable and accrued liabilities   3,732    (51,966)
Net cash used in operating activities   (116,213)   (161,713)
           
Cash flows from financing activities          
Advances from related parties   115,795    148,164 
Proceeds from the sale of common stock   -    12,197 
Net cash provided by financing activities   115,795    160,361 
           
Net change in cash and cash equivalents   (418)   (1,352)
Cash and cash equivalents, beginning of period   491    1,876 
Cash and cash equivalents, end of period  $73   $524 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

F-3
   

 

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, 2015 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 2015 as reported in Form 10-K, have been omitted.

 

NOTE 2. GOING CONCERN

 

REGI incurred net loss of $180,665 for the six months ended October 31, 2015 and has a working capital deficit of $2,097,084 and an accumulated deficit of $12,908,030 at October 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 October 31, 2015 and for the six 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. As of October 31, 2015, there was $1,908,195 due to related parties. As of April 30, 2015, there was $1,791,680 due to related parties.

 

During the six month period ended October 31, 2015, the President, CEO and director of REGI provided consulting services to REGI valued at $45,000, which were accounted for as donated capital and charged to expense during the period. The same amount was recorded in the six month period ended October 31, 2014.

 

During the six month period ended October 31, 2015, the CFO, COO and director of REGI provided consulting services to REGI valued at $15,000, which were accounted for as donated capital and charged to expense during the period. The same amount was recorded in the six month period ended October 31, 2014.

 

During each of six month periods ended October 31, 2015 and 2014, management fees of $15,000 were accrued to 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 six months ended October 31, 2015 and 2014, there was no change to the principal amount of the promissory note and interest expense of $720 was recorded each year. The principal balance of the note is included as due to related parties in the consolidated balance sheet.

 

F-4
   

 

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

 

REGI has a 2000 Stock Option Plan to issue up to 2,500,000 shares to certain key directors and employees.

 

All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

 

All options granted by REGI under the 2000 plan have the following vesting schedule:

 

i) Up to 25% of the option 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 option 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 option 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 option may be exercised at any time after 90 days from the date of the Third Exercise.
   
v) The options expire 60 months from the date of grant.

 

On April 12, 2007, REGI adopted its 2007 Stock Option Plan to issue up to 2,000,000 shares to certain key directors and employees. Pursuant to the 2007 plan, REGI has granted stock options to certain directors and employees.

 

All options granted under the 2007 plan have the following vesting schedule:

 

i) Up to 25% of the option may be exercised 90 days after the grant of the option.
   
ii) The second 25% of the option may be exercised at any time after 1 year and 90 days after the grant of the option.
   
iii) The third 25% of the option may be exercised at any time after 2 years and 90 days after the grant of the option.
   
iv) The fourth and final 25% of the option may be exercised at any time after 3 years and 90 days after the grant of the option.
   
v) The options expire 60 months from the date of grant.

 

During the six month periods ended October 31, 2015 and 2014, the Company recorded aggregate stock-based compensation associated with options and warrants of $Nil and $68,285, respectively. At October 31, 2015, the Company had $344,019 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 six months ended October 31, 2014 was determined using the Black-Scholes option pricing model and the following assumptions. There was no option or warrant grant or modification during the six months ended October 31, 2015.

 

F-5
   

 

    Six Months Ended
October 31,		 
    2015    2014 
           
Risk free interest rate   -    0.01% - 0.05%
Expected life   -    0.06-0.57 
Annualized volatility   -    139.83% - 182.47%
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 six months ended October 31, 2015 is as follows:

 

   Six Months Ended
October 31, 2015		 
       Weighted 
       Average 
       Exercise 
   Options   Price 
Outstanding at beginning of period   2,488,000    0.15 
Granted   -    - 
Exercised   -    - 
Expired   (50,000)   0.10 
Forfeited   -    - 
Outstanding at end of period   2,438,000    0.15 
Exercisable at end of period   609,500   $0.15 
Weighted average fair value of options granted       $- 

 

At October 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 2.03 years, respectively. The intrinsic value of “in the money” exercisable options at October 31, 2015 was $Nil.

 

A summary of REGI’s common stock warrant activity for the six months ended October 31, 2015 is as follows:

 

   Six Months Ended
October 31, 2015		 
       Weighted 
       Average 
       Exercise 
   Warrants   Price 
Outstanding at beginning of period   1,709,333    0.19 
Issued   -    - 
Exercised   -    - 
Expired   (965,000)   0.15 
Outstanding at end of period   744,333    0.25 
Exercisable at end of period   744,333   $0.25 

 

At October 31, 2015, the exercise price and the weighted average remaining contractual life of the outstanding warrants was $0.25 per share and 0.37 year, respectively. The intrinsic value of “in the money” exercisable warrants at October 31, 2015 was $Nil.

 

F-6
   

 

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.

 

NOTE 6. SUBSEQUENT EVENT

 

In November, 2015, 544,333 warrants exercisable into the Company’s common stock at $0.25 per share expired without being exercised.

 

F-7
   

 

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, 2015. 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 June 1, 2015 we announced that Paul Porter, our chief mechanical engineer, was preparing test facilities for the 375hp diesel engine. He would populate the engine with the new seals and prepare it for full spin testing. This phase of testing should be the final set of tests prior to placing the engine on a dynamometer. The dynamometer testing would allow us to document friction, fuel efficiency, net horsepower and emissions.

 

On September 1, 2015 we announced that the prototype was being assembled, and would be spin tested when assembly was complete. After spin testing, the engine would need to be tested on a dynameter in order to begin the fine tuning of the combustion and determine the horsepower produced.

 

On October 2, 2015 we announce that several parties had expressed interest this year in working with REGI to develop prototypes that meet their future needs. Preliminary designs have begun to outline physical requirements for several sizes of prototype engines. The ranges of interest were from 165 horsepower down to 5 horsepower. The end use varied from propulsion for land air and sea to power generation for land air and sea. NDA’s had been signed to allow REGI to share data with the appropriate parties, so they could begin estimates based on size and weight for their application. REGI had provided cost estimates for preparation and testing of the prototypes. The programs all include accelerated prototype development and production using state-of-the-art methods to minimize time and development costs. The information provided would be used to request budget money in the near future.

 

On November 10, 2015 we announced that additional testing on the 375 horsepower diesel engine would be completed in Spokane, Washington. The engine was transported to Spokane Washington and was being prepared for spin testing at various RPMs with full lubrication and cooling in preparation for combustion testing.

 

Going Concern

 

We incurred net losses of $180,665 for the six months ended October 31, 2015, has a working capital deficit of $2,097,084 and an accumulated deficit of $12,908,030 at October 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, 2015, 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 Six Months Ended October 31, 2015 Compared to the Six Months Ended October 31, 2014

 

We had a net loss of $180,665 during the six months ended October 31, 2015, a decrease from net loss of $238,752 during the six months ended October 31, 2014.

 

Research and development expenses increased to $46,345 in six months ended October 31, 2015 from $21,938 in six months ended October 31, 2014.

 

General and administrative expenses decreased to $133,600 in the six months ended October 31, 2015 from $216,094 in 2014. Our non-cash, option and warrants based expenses decreased from $68,285 in the six months ended October 31, 2014 to $Nil in the six months ended October 31, 2015.

 

4
 

 

Other general and administrative expense comparisons are as follows:

 

  ● Professional fees including legal, accounting, audit and auditors’ review expenses decreased to $12,798 during the six months ended October 31, 2015 from $17,452 in the six months ended October 31, 2014, as our transaction volume decreased from 2014 to 2015;
     
  ● Office and administrative expenses decreased to $37,783 during the six months ended October 31, 2015 from $46,907 during the six months ended October 31, 2014 as we continued to streamline our operations;
     
  ● Transfer agent and filing fees decreased slightly to $8,019 in 2015 from $8,450 in 2014 as we had fewer equity transactions in 2015; and
     
  ● Consulting and management fees were consistent at $75,000, of which $60,000 was donated services for the six months ended October 31, 2014 and 2015.

 

During the six months ended October 31, 2014 and October 31, 2015, we recorded interest expense of $720 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 October 31, 2015 Compared to the Three Months Ended October 31, 2014

 

Our net losses decreased from $126,946 during the three months ended October 31, 2014, to net losses of $81,251 during the three months ended October 31, 2015.

 

Research and development expenses are consistent at $12,314 in the three months ended October 31, 2014 and $12,578 in the three months ended October 31, 2015.

 

General and administrative expenses decreased to $68,313 in the three months ended October 31, 2015 from $114,272 in the three months ended October 31, 2014.

 

General and administrative expense comparisons are as follows:

 

  ● Professional fees including legal, accounting, audit and auditors’ review expenses decreased to $8,200 during the three months ended October 31, 2015 from $11,601 during the three months ended October 31, 2014, as our transaction volume decreased from 2014 to 2015;
     
  ● Consulting and management fees were consisted at $37,500 during 2014 and 2015;
     
  ● Office and administrative expenses decreased slightly to $18,430 in 2015 from $22,797 in 2014; and
     
  ● Transfer and filing expenses decreased to $4,183 in 2015 from $8,325 in 2014, as equity transactions decreased.

 

During the three months ended October 31, 2014 and October 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 six months ended October 31, 2015, we financed our operations mainly through advances from related parties of $115,795.

 

At October 31, 2015 total amount owing to related parties is $1,908,195 or 90.99% of total liabilities as of October 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 six months ended October 31, 2015, attached hereto.

 

Contractual Obligations

 

We do not currently have any contractual obligations requiring any payment obligation from us.

 

5
 

 

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 October 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

6
 

 

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

 

None during the period from May 1, 2015 to the date of this report.

 

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)

 

  31.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
     
  31.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
     
  32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
     
  32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
     
  101.INS XBRL Instance Document**
     
  101.SCH XBRL Taxonomy Extension Schema Document**
     
  101.CAL XBRL Taxonomy Extension Calculation Linkbase Document**
     
  101.DEF XBRL Taxonomy Extension Definition Linkbase Document**
     
  101.LAB XBRL Taxonomy Extension Label Linkbase Document**
     
  101.PRE XBRL Taxonomy Extension Presentation Linkbase Document**

 

* 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”.

 

7
 

 

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.

 

December 28, 2015

 

  REGI U.S., INC.
   
  /s/ John G. Robertson
  John G. Robertson,
  President and Chief Executive Officer

 

8
 

 



 

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:

 

  (a) designed such disclosure controls and procedures, or caused such disclosure control and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  (c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
     
  (d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

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

 

  (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process summarize and report financial information; and
     
  (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting

 

Date: December 28, 2015 By: /s/ John G. Robertson
    John G. Robertson
    Chief Executive Officer

 

 
 



 

Exhibit 31.2

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, James Vandeberg, 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:

 

  (a) designed such disclosure controls and procedures, or caused such disclosure control and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  (c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
     
  (d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

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

 

  (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process summarize and report financial information; and
     
  (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting

 

Date: December 28, 2015 By: /s/ James Vandeberg
    James Vandeberg
    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 October 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: December 28, 2015 By: /s/ John G. Robertson
    John G. Robertson
    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 October 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: December 28, 2015 By: /s/ James Vandeberg
    James Vandeberg
    Chief Financial Officer

 

 
 

 



v3.3.1.900
Document and Entity Information - shares
 6 Months Ended
Oct. 31, 2015
Dec. 28, 2015
Document And Entity Information    
Entity Registrant Name REGI U S INC  
Entity Central Index Key 0000922330  
Document Type 10-Q  
Document Period End Date Oct. 31, 2015  
Amendment Flag false  
Current Fiscal Year End Date --04-30  
Entity Filer Category Smaller Reporting Company  
Entity Common Stock, Shares Outstanding   32,779,298
Trading Symbol RGUS  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2016  


v3.3.1.900
Consolidated Balance Sheets (Unaudited) - USD ($)
Oct. 31, 2015
Apr. 30, 2015
Current Assets:    
Cash and cash equivalents $ 73 $ 491
Total Assets 73 491
Current Liabilities:    
Accounts payable and accrued liabilities 188,962 185,230
Due to related parties 1,908,195 1,791,680
Total Current Liabilities 2,097,157 1,976,910
Stockholders' Deficit:    
Common stock, 100,000,000 shares authorized, no par value, 32,779,298 shares issued and outstanding 10,810,946 10,750,946
Accumulated deficit (12,908,030) (12,727,365)
Total Stockholders' Deficit (2,097,084) (1,976,419)
Total Liabilities and Stockholders' Deficit $ 73 $ 491


v3.3.1.900
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares
Oct. 31, 2015
Apr. 30, 2015
Statement of Financial Position [Abstract]    
Common stock, shares authorized 100,000,000 100,000,000
Common stock, no par value
Common stock, shares issued 32,779,298 32,779,298
Common stock, shares outstanding 32,779,298 32,779,298


v3.3.1.900
Consolidated Statements of Expenses (Unaudited) - USD ($)
 3 Months Ended 6 Months Ended
Oct. 31, 2015
Oct. 31, 2014
Oct. 31, 2015
Oct. 31, 2014
Operating Expenses:        
General and administrative $ 68,313 $ 114,272 $ 133,600 $ 216,094
Research and development 12,578 12,314 46,345 21,938
Loss from Operations: (80,891) (126,586) (179,945) (238,032)
Other Income (Expense):        
Interest expense (360) (360) (720) (720)
Net loss $ (81,251) $ (126,946) $ (180,665) $ (238,752)
Net loss per share - basic and diluted $ 0.00 $ 0.00 $ (0.01) $ (0.01)
Weighted average shares outstanding - basic and diluted 32,779,298 32,779,298 32,779,298 32,771,940


v3.3.1.900
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
 6 Months Ended
Oct. 31, 2015
Oct. 31, 2014
Cash flows from operating activities:    
Net loss $ (180,665) $ (238,752)
Adjustments to reconcile loss to net cash used in operating activities:    
Donated services $ 60,000 60,000
Options and warrants issued for service 68,285
Changes in operating assets and liabilities:    
Due to related parties $ 720 720
Accounts payable and accrued liabilities 3,732 (51,966)
Net cash used in operating activities (116,213) (161,713)
Cash flows from financing activities    
Advances from related parties $ 115,795 148,164
Proceeds from the sale of common stock 12,197
Net cash provided by financing activities $ 115,795 160,361
Net change in cash and cash equivalents (418) (1,352)
Cash and cash equivalents, beginning of period 491 1,876
Cash and cash equivalents, end of period $ 73 $ 524


v3.3.1.900
Basis of Presentation
 6 Months Ended
Oct. 31, 2015
Accounting Policies [Abstract]  
Basis of Presentation

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, 2015 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 2015 as reported in Form 10-K, have been omitted.


v3.3.1.900
Going Concern
 6 Months Ended
Oct. 31, 2015
Going Concern  
Going Concern

NOTE 2. GOING CONCERN

 

REGI incurred net loss of $180,665 for the six months ended October 31, 2015 and has a working capital deficit of $2,097,084 and an accumulated deficit of $12,908,030 at October 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 October 31, 2015 and for the six 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.


v3.3.1.900
Related Parties
 6 Months Ended
Oct. 31, 2015
Related Party Transactions [Abstract]  
Related Parties

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. As of October 31, 2015, there was $1,908,195 due to related parties. As of April 30, 2015, there was $1,791,680 due to related parties.

 

During the six month period ended October 31, 2015, the President, CEO and director of REGI provided consulting services to REGI valued at $45,000, which were accounted for as donated capital and charged to expense during the period. The same amount was recorded in the six month period ended October 31, 2014.

 

During the six month period ended October 31, 2015, the CFO, COO and director of REGI provided consulting services to REGI valued at $15,000, which were accounted for as donated capital and charged to expense during the period. The same amount was recorded in the six month period ended October 31, 2014.

 

During each of six month periods ended October 31, 2015 and 2014, management fees of $15,000 were accrued to 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 six months ended October 31, 2015 and 2014, there was no change to the principal amount of the promissory note and interest expense of $720 was recorded each year. 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.


v3.3.1.900
Stockholders' Equity
 6 Months Ended
Oct. 31, 2015
Equity [Abstract]  
Stockholders' Equity

NOTE 4. STOCKHOLDERS’ EQUITY

 

a) Common Stock Options and Warrants

 

REGI has a 2000 Stock Option Plan to issue up to 2,500,000 shares to certain key directors and employees.

 

All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

 

All options granted by REGI under the 2000 plan have the following vesting schedule:

 

i) Up to 25% of the option 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 option 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 option 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 option may be exercised at any time after 90 days from the date of the Third Exercise.
   
v) The options expire 60 months from the date of grant.

 

On April 12, 2007, REGI adopted its 2007 Stock Option Plan to issue up to 2,000,000 shares to certain key directors and employees. Pursuant to the 2007 plan, REGI has granted stock options to certain directors and employees.

 

All options granted under the 2007 plan have the following vesting schedule:

 

i) Up to 25% of the option may be exercised 90 days after the grant of the option.
   
ii) The second 25% of the option may be exercised at any time after 1 year and 90 days after the grant of the option.
   
iii) The third 25% of the option may be exercised at any time after 2 years and 90 days after the grant of the option.
   
iv) The fourth and final 25% of the option may be exercised at any time after 3 years and 90 days after the grant of the option.
   
v) The options expire 60 months from the date of grant.

 

During the six month periods ended October 31, 2015 and 2014, the Company recorded aggregate stock-based compensation associated with options and warrants of $Nil and $68,285, respectively. At October 31, 2015, the Company had $344,019 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 six months ended October 31, 2014 was determined using the Black-Scholes option pricing model and the following assumptions. There was no option or warrant grant or modification during the six months ended October 31, 2015.

 

      Six Months Ended
October 31,		  
      2015       2014  
                 
Risk free interest rate     -       0.01% - 0.05 %
Expected life     -       0.06-0.57  
Annualized volatility     -       139.83% - 182.47 %
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 six months ended October 31, 2015 is as follows:

 

    Six Months Ended
October 31, 2015		  
          Weighted  
          Average  
          Exercise  
    Options     Price  
Outstanding at beginning of period     2,488,000       0.15  
Granted     -       -  
Exercised     -       -  
Expired     (50,000 )     0.10  
Forfeited     -       -  
Outstanding at end of period     2,438,000       0.15  
Exercisable at end of period     609,500     $ 0.15  
Weighted average fair value of options granted           $ -  

 

At October 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 2.03 years, respectively. The intrinsic value of “in the money” exercisable options at October 31, 2015 was $Nil.

 

A summary of REGI’s common stock warrant activity for the six months ended October 31, 2015 is as follows:

 

    Six Months Ended
October 31, 2015		  
          Weighted  
          Average  
          Exercise  
    Warrants     Price  
Outstanding at beginning of period     1,709,333       0.19  
Issued     -       -  
Exercised     -       -  
Expired     (965,000 )     0.15  
Outstanding at end of period     744,333       0.25  
Exercisable at end of period     744,333     $ 0.25  

 

At October 31, 2015, the exercise price and the weighted average remaining contractual life of the outstanding warrants was $0.25 per share and 0.37 year, respectively. The intrinsic value of “in the money” exercisable warrants at October 31, 2015 was $Nil.


v3.3.1.900
Commitments
 6 Months Ended
Oct. 31, 2015
Commitments and Contingencies Disclosure [Abstract]  
Commitments

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.


v3.3.1.900
Subsequent Event
 6 Months Ended
Oct. 31, 2015
Subsequent Events [Abstract]  
Subsequent Event

NOTE 6. SUBSEQUENT EVENT

 

In November, 2015, 544,333 warrants exercisable into the Company’s common stock at $0.25 per share expired without being exercised.


v3.3.1.900
Stockholders' Equity (Tables)
 6 Months Ended
Oct. 31, 2015
Equity [Abstract]  
Schedule of Fair Value Assumptions of Options and Warrants

 

      Six Months Ended
October 31,		  
      2015       2014  
                 
Risk free interest rate     -       0.01% - 0.05 %
Expected life     -       0.06-0.57  
Annualized volatility     -       139.83% - 182.47 %
Expected dividends     -       -  
Summary of Stock Options Activity

A summary of REGI’s stock option activity for the six months ended October 31, 2015 is as follows:

 

    Six Months Ended
October 31, 2015		  
          Weighted  
          Average  
          Exercise  
    Options     Price  
Outstanding at beginning of period     2,488,000       0.15  
Granted     -       -  
Exercised     -       -  
Expired     (50,000 )     0.10  
Forfeited     -       -  
Outstanding at end of period     2,438,000       0.15  
Exercisable at end of period     609,500     $ 0.15  
Weighted average fair value of options granted           $ -  
Summary of Common Stock Warrants Activity

A summary of REGI’s common stock warrant activity for the six months ended October 31, 2015 is as follows:

 

    Six Months Ended
October 31, 2015		  
          Weighted  
          Average  
          Exercise  
    Warrants     Price  
Outstanding at beginning of period     1,709,333       0.19  
Issued     -       -  
Exercised     -       -  
Expired     (965,000 )     0.15  
Outstanding at end of period     744,333       0.25  
Exercisable at end of period     744,333     $ 0.25  


v3.3.1.900
Going Concern (Details Narrative) - USD ($)
 3 Months Ended 6 Months Ended
Oct. 31, 2015
Oct. 31, 2014
Oct. 31, 2015
Oct. 31, 2014
Apr. 30, 2015
Going Concern          
Net loss $ 81,251 $ 126,946 $ 180,665 $ 238,752  
Working capital deficit 2,097,084   2,097,084    
Accumulated deficit $ 12,908,030   $ 12,908,030   $ 12,727,365


v3.3.1.900
Related Parties (Details Narrative) - USD ($)
 6 Months Ended 12 Months Ended
Oct. 31, 2015
Oct. 31, 2014
Apr. 30, 2012
Apr. 30, 2015
Due to related parties $ 1,908,195     $ 1,791,680
Management fees 15,000 $ 15,000    
Promissory note due to related parties     $ 24,000  
Promissory note bears interest rate     6.00%  
Interest expense 720 720    
President, CEO And Director [Member]        
Donated consulting services 45,000 45,000    
CFO, COO And Director [Member]        
Donated consulting services $ 15,000 $ 15,000    


v3.3.1.900
Stockholders' Equity (Details Narrative) - USD ($)
 6 Months Ended
Oct. 31, 2015
Oct. 31, 2014
Apr. 12, 2007
Unrecognized compensation cost $ 344,019    
Exercise price, Minimum $ 0.10    
Exercise price, Maximum $ 0.20    
Weighted average remaining contractual life of outstanding options 2 years 11 days    
Intrinsic value of exercisable options    
Options [Member]      
Stock based compensation    
Warrant [Member]      
Stock based compensation   $ 68,285  
Warrants exercise price $ 0.25    
Warrants weighted average remaining contractual life   4 months 13 days  
Warrants intrinsic value    
2000 Stock Option Plan [Member] | Second Exercise [Member]      
Stock option plan grants percentage 25.00%    
Stock option plan exercise period 90 days    
2000 Stock Option Plan [Member] | Options [Member]      
Expiration period 60 months    
2000 Stock Option Plan [Member] | First Exercise [Member]      
Stock option plan grants percentage 25.00%    
2000 Stock Option Plan [Member] | Third Exercise [Member]      
Stock option plan grants percentage 25.00%    
Stock option plan exercise period 90 days    
2000 Stock Option Plan [Member] | Fourth And Final Exercise [Member]      
Stock option plan grants percentage 25.00%    
Stock option plan exercise period 90 days    
2000 Stock Option Plan [Member] | Directors and Employees [Member]      
Issuance of stock options 2,500,000    
2007 Stock Option Plan [Member]      
Expiration period 60 months    
2007 Stock Option Plan [Member] | Directors and Employees [Member]      
Issuance of stock options     2,000,000
2007 Stock Option Plan One [Member]      
Stock option plan grants percentage 25.00%    
Stock option plan exercise period 90 days    
2007 Stock Option Plan Two [Member]      
Stock option plan grants percentage 25.00%    
Stock option plan exercise period 1 year 90 days    
2007 Stock Option Plan Three [Member]      
Stock option plan grants percentage 25.00%    
Stock option plan exercise period 2 years 90 days    
2007 Stock Option Plan Fourth And Final [Member]      
Stock option plan grants percentage 25.00%    
Stock option plan exercise period 3 years 90 days    


v3.3.1.900
Stockholders' Equity - Schedule of Fair Value Assumptions of Options and Warrants (Details)
 6 Months Ended
Oct. 31, 2015
Oct. 31, 2014
Risk free interest rate, Minimum 0.01%
Risk free interest rate, Maximum 0.05%
Expected life 0 years  
Annualized volatility, Minimum 139.83%
Annualized volatility, Maximum 182.47%
Expected dividends
Minimum [Member]    
Expected life   22 days
Maximum [Member]    
Expected life   6 months 26 days


v3.3.1.900
Stockholders' Equity - Summary of Stock Options Activity (Details)
 6 Months Ended
Oct. 31, 2015
$ / shares
shares
Equity [Abstract]  
Options, Outstanding at beginning of period | shares 2,488,000
Options, Granted | shares
Options, Exercised | shares
Options, Expired | shares (50,000)
Options, Forfeited | shares
Options, Outstanding at end of period | shares 2,438,000
Options, Exercisable at end of period | shares 609,500
Weighted average exercise price, Outstanding at beginning of period $ 0.15
Weighted average exercise price, Granted
Weighted average exercise price, Exercised
Weighted average exercise price, Expired $ 0.10
Weighted average exercise price, Forfeited
Weighted Average Exercise Price, Outstanding at end of period $ 0.15
Weighted Average Exercise Price, Exercisable at end of period $ 0.15
Weighted average fair value of options granted


v3.3.1.900
Stockholders' Equity - Summary of Common Stock Warrants Activity (Details) - Warrant [Member]
 6 Months Ended
Oct. 31, 2015
$ / shares
shares
Warrants, Outstanding at beginning of period | shares 1,709,333
Warrants, Issued during the period | shares
Warrants, Exercised during the period | shares
Warrants, Expired during the period | shares (965,000)
Warrants, Outstanding at end of period | shares 744,333
Warrants, Exercisable at end of period | shares 744,333
Weighted Average Exercise Price, Outstanding at beginning of period | $ / shares $ 0.19
Weighted Average Exercise Price, Issued | $ / shares
Weighted Average Exercise Price, Exercised | $ / shares
Weighted Average Exercise Price, Expired | $ / shares $ .15
Weighted Average Exercise Price, Outstanding at end of period | $ / shares 0.25
Weighted Average Exercise Price, Exercisable at end of period | $ / shares $ 0.25


v3.3.1.900
Commitments (Details Narrative)
Dec. 13, 1993
Aug. 20, 1992
Percentage of patented technology owned by West Virginia University Research Corporation 5.00%  
Percentage of net profits from sales, licenses, royalties or income of patented technology earned by West Virginia University Research Corporation 5.00%  
Rand Energy Group Inc [Member]    
Payment of royalty on net profit, percentage   5.00%
West Virginia University Research Corporation [Member]    
Payment of royalty on net profit, percentage   1.00%


v3.3.1.900
Subsequent Event (Details Narrative) - Warrant [Member] - $ / shares
Nov. 30, 2015
Oct. 31, 2015
Number of warrants exercisable   744,333
Warrants exercisable per share   $ 0.25
Subsequent Event [Member]    
Number of warrants exercisable 544,333  
Warrants exercisable per share $ 0.25  
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