<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JANUARY 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________ to ________________
Commission File No. 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 (I.R.S. Employer
incorporation or organization) Identification No.)
185-10751 SHELLBRIDGE WAY, RICHMOND, BC CANADA V6X 2W8
------------------------------------------------------
(Address of principal executive offices)
(604) 278-5996
--------------
(Issuer's telephone number, including area code)
Check whether the issuer (1) filed all reports to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
YES [X] NO [_]
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: As of March 9, 1998 - 9,173,300 shares
of common stock, no par value.
<PAGE>
INDEX
PART I - FINANCIAL INFORMATION Page
----
Item 1. Financial statements........................................... 2
Balance Sheets as of January 31, 1998 and 1997 (unaudited)............... 3
Statements of Operations for the nine months ended January 31, 1998
and 1997 (unaudited).................................................... 4
Statements of Cash Flows for the nine months ended January 31, 1998
and 1997 (unaudited).................................................... 5
Statements of Stockholders' Equity from April 30, 1997 to January 31,
1998 (unaudited)....................................................... 6
Notes to the Financial Statements (unaudited)............................ 7-9
Item 2. Management Discussion and Analysis of Results of
Operations and Financial Condition............................. 10-12
PART II - OTHER INFORMATION.............................................. 13
Signatures............................................................... 14
- 1 -
<PAGE>
PART I FINANCIAL INFORMATION
Item 1. Financial statements (Unaudited)
- 2 -
<PAGE>
REGI U.S., Inc.
(A Development Stage Company)
Balance Sheets
As of January 31, 1998 and 1997
(unaudited)
<TABLE>
<CAPTION>
1998 1997
---------- ----------
$ $
<S> <C> <C>
Assets
Current Assets
Cash 55,105 1,206
Accounts receivable 799 799
Due from affiliate - 65,269
---------- ----------
55,904 67,274
Fixed Assets - 4,871
Intangible Assets (Note 3) 429,093 44,409
---------- ----------
484,997 116,554
========== ==========
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable 45,845 103,589
Due to affiliates 61,986 -
---------- ----------
107,831 103,589
---------- ----------
Convertible Debenture (Note 4) 50,000 -
---------- ----------
Commitments and Contingent Liabilities (Note 6)
Stockholders' Equity
Common Stock (Note 5), 20,000,000 shares
authorized without par value; 9,107,300 and
8,123,300 shares issued and outstanding
respectively. 3,644,151 2,841,900
Deficit Accumulated during the Development Stage (3,316,985) (2,828,935)
---------- ----------
327,166 12,965
---------- ----------
484,997 116,554
========== ==========
</TABLE>
(The accompanying notes are an integral part of the financial statements)
- 3 -
<PAGE>
REGI U.S., Inc.
(A Development Stage Company)
Statements of Operations
For the nine months ended January 31, 1998 and 1997
(unaudited)
<TABLE>
<CAPTION>
1998 1997
--------- ---------
$ $
<S> <C> <C>
Revenues - -
--------- ---------
Administrative Expenses
Advertising 15,091 8,505
Bank charges 801 1,426
Foreign exchange 51 1,014
Interest on debentures 2,734 -
Office, rent and telephone 7,134 15,358
Professional fees 21,585 76,772
Stockholder and investor relations 40,066 79,199
Transfer agent and regulatory fees 11,229 6,462
Travel and promotion - 609
Less: interest and other income (1,683) (675)
--------- ---------
97,008 188,670
--------- ---------
Research and Development Expenses
Amortization 5,977 5,593
Market development 106,436 4,000
Professional fees - 1,332
Project management 22,500 22,500
Project overhead 22,781 19,041
Prototype design and construction 23,299 42,477
Royalties 9,000 -
Technical consulting 65,569 49,444
Technical reports 5,000 1,001
Technical salaries - 37,976
Travel 8,828 16,498
--------- ---------
269,390 199,862
--------- ---------
Net Loss 366,398 388,532
========= =========
Net Loss Per Share .04 .05
========= =========
Weighted Average Shares Outstanding 8,430,000 7,860,000
========= =========
</TABLE>
(The accompanying notes are an integral part of the financial statements)
- 4 -
<PAGE>
REGI U.S., Inc.
(A Development Stage Company)
Statements of Cash Flows
For the nine months ended January 31, 1998 and 1997
(unaudited)
<TABLE>
<CAPTION>
1998 1997
-------- --------
$ $
<S> <C> <C>
Cash Flows to Operating Activities
Net loss (366,398) (388,532)
Adjustments to reconcile
net loss to cash
Amortization 5,977 5,593
Common stock issued for services 100,000 -
Change in non-cash working capital items (79,405) 27,721
-------- --------
Net Cash Used by Operating Activities (339,826) (355,218)
-------- --------
Cash Flows from (to) Financing Activities
Convertible debenture proceeds 50,000 -
Increase in common stock 439,000 549,300
Increase (decrease) in advances from affiliate 10,930 (182,019)
Decrease in loan from officer (7,200) -
-------- --------
Net Cash Provided by Financing Activities 492,730 367,281
-------- --------
Cash Flows to Investing Activity
(Increase) in patents (99,018) (13,625)
-------- --------
Net Cash Used by Investing Activity (99,108) (13,625)
-------- --------
Increase (decrease) in Cash During the Period 53,886 (1,562)
Cash - Beginning of Period 1,219 2,768
-------- --------
Cash - End of Period 55,105 1,206
======== ========
Non-cash Financing Activities
400,000 shares issued for acquisition of AVFS
rights at a deemed value of $0.72 per share 288,251 -
50,000 shares issued for market development
pursuant to a performance stock plan at a
deemed value of $1.00 per share 50,000 -
50,000 shares issued to settle a liability at a
deemed value of $0.50 per share 25,000 -
50,000 shares to be issued for market
development pursuant to a performance
stock plan at a deemed value of $1.00 per share 50,000 -
-------- --------
413,251 -
======== ========
</TABLE>
(The accompanying notes are an integral part of the financial statements)
- 5 -
<PAGE>
REGI U.S., Inc.
(A Development Stage Company)
Statements of Stockholders' Equity
From April 30, 1997 to January 31, 1998
(unaudited)
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock During the
Shares Amount Development Stage
---------------------- -----------------
# $ $
<S> <C> <C> <C>
Balance - April 30, 1997 8,123,300 2,841,900 (2,950,587)
Stock issued for cash pursuant to
options exercised at $0.10 per share 50,000 5,000 -
Stock issued for acquisition of AVFS rights
at a deemed value of $0.72 per share 400,000 288,251 -
Stock issued for market development pursuant
to a performance stock plan issued at a
deemed value of $1.00 per share 50,000 50,000 -
Stock issued for cash pursuant to a
units offering at $1.00 per unit 434,000 434,000 -
Stock issued to settle an accrued liability
at a deemed value of $0.50 per share 50,000 25,000 -
Net loss for the period - - (366,398)
--------- --------- ----------
Balance - January 31, 1998 9,107,300 3,644,151 (3,316,985)
========= ========= ==========
</TABLE>
(The accompanying notes are an integral part of the financial statements)
- 6 -
<PAGE>
REGI U.S., Inc.
(A Development Stage Company)
Notes to the Financial Statements
January 31, 1998 and 1997
(unaudited)
1. Development Stage Company
The Company was incorporated in the State of Oregon, USA on July 27, 1992
and is in the business of developing and commercially exploiting an
improved axial vane type rotary engine known as the Rand Cam/Direct Charge
Engine ("The Engine"). The world-wide marketing and intellectual rights,
other than the U.S., are held by Rand Energy Group Inc. ("REGI") which
controls the Company. The Company owns the U.S. marketing and intellectual
rights and has a project cost sharing agreement, whereby it will fund 50%
of the further development of The Engine and REGI will fund 50%.
The Company acquired the world-wide marketing and intellectual rights,
other than Canada, to the Air/Vapor Flow System ("AVFS"). See Note 3(d).
In a development stage company, management devotes most of its activities
to establishing a new business. Planned principle activities have not yet
produced significant revenue. The ability of the Company to emerge from the
development stage with respect to its planned principle business activity
is dependent upon its successful efforts to raise additional equity
financing and develop the market for its products.
During the nine months ended January 31, 1998, the Company has raised
additional funds through a convertible debenture issue and a private
placement. A total of $50,000 has been raised pursuant to a convertible
debenture issue and a total of $434,000 has been raised pursuant to a units
offering of 434,000 units at $1.00 per unit. Each unit contains one common
share and one warrant to acquire one additional share at $1.00 during the
first year and $1.25 during the second year. A further $66,000 was raised
on March 3, 1998 to complete a 500,000 unit offering.
2. Fixed Assets
<TABLE>
<CAPTION>
1998 1997
Accumulated Net Book Net Book
Cost Amortization Value Value
------ ------------ -------- --------
$ $ $ $
<S> <C> <C> <C> <C>
Computer equipment 16,048 16,048 - 4,871
====== ====== ===== =====
</TABLE>
3. Intangible Assets
<TABLE>
<CAPTION> 1998 1997
Accumulated Net Book Net Book
Cost Amortization Value Value
------- ------------ -------- --------
$ $ $ $
<S> <C> <C> <C> <C>
Patents - Rand Cam/Direct Charge Engine 60,801 7,607 53,194 44,409
AVFS rights and patents 375,899 - 375,899 -
------- ------ ------- -------
436,700 7,607 429,093 44,409
======= ====== ======= =======
</TABLE>
(a) On August 20, 1992 the Company acquired the U.S. rights to the
original Rand Cam-Engine from REGI by issuing 5,700,000 shares at a
deemed value of $0.01 per share. REGI will receive a 5% net profit
royalty. The $57,000 deemed value has been expensed as research and
development in 1995.
- 7 -
<PAGE>
.. 2 ..
3. Intangible Assets (continued)
(b) Pursuant to an agreement with Brian Cherry (a director) dated July 30,
1992 and amended November 23, 1992 and April 13, 1993, the Company
acquired the U.S. rights to the improved axial vane rotary engine
known as the Rand Cam/Direct Charge Engine. On November 9, 1993, in
consideration for the transferred technology, Mr. Cherry was issued
100,000 shares of Reg Technologies Inc. ("REG") (a public company
owning 51% of REGI) with a deemed value of $200,000 and will receive a
1% net profit royalty. The deemed value of $200,000 was treated as an
expense paid by REG on behalf of the Company and treated as an inter-
company loan. The $200,000 deemed value of intellectual property has
been expensed as research and development in 1995.
(c) Pursuant to a letter of understanding dated December 13, 1993 between
the Company, REGI and REG (collectively called the grantors) and West
Virginia University Research Corporation ("WVURC"), the grantors have
agreed that WVURC shall own 5% of all patented technology and will
receive 5% of all net profits from sales, licenses, royalties or
income derived from the patented technology.
(d) On June 22, 1997 the Company acquired the U.S. rights to an Air/Vapour
Flow System "AVFS". The Company paid $50,000 and 200,000 shares at a
deemed value of $154,665. The Company will pay to the inventor 8.5% on
net sales derived from the system. On December 31, 1997, the Company
acquired the world-wide rights (except Canada) to the AVFS by paying
$36,500 and issuing a further 200,000 shares at a deemed value of
$133,586.
4. Convertible Debenture
The Company offered a three year, 8 3/4% interest, convertible debenture to
raise $500,000, of which $50,000 was raised. The 8 3/4% interest is paid
annually and the debenture is convertible into common shares at $1.25,
$1.50 and $1.75 in years one, two and three, respectively. In the event the
shares are trading below $2.00 per share during any consecutive ten trading
days during the last month of the third year, the convertible debenture
will be exercisable at 20% below the said ten-day average. The maturity
date is June 15, 2000.
5. Common Stock
(a) Warrants outstanding
A total of 361,000 shares are reserved for the exercise of warrants at
$2.50 per share expiring August 16, 1998 and a total of 434,000 shares
are reserved for the exercise of warrants at $1.00 per share expiring
in November, 1998 and $1.25 per share expiring in November, 1999.
(b) Stock option activity
<TABLE>
<CAPTION>
Expiry
April 30, 1997 Price Exercised (E) January 31, 1998 Date
-------------- ----- ------------- ---------------- ------------------
# $ # #
<S> <C> <C> <C> <C>
50,000 0.10 50,000 (E) -
178,000 1.00 - 178,000 October 29, 1998
30,000 1.00 30,000 (E) - September 15, 1997
75,000 1.00 - 75,000 February 9, 1999
5,000 1.00 - 5,000 October 29, 1999
5,000 1.00 - 5,000 September 8, 2000
350,000 1.00 - 350,000 January 3, 2001
------- ------ -------
693,000 80,000 613,000
======= ====== =======
</TABLE>
- 8 -
<PAGE>
.. 3 ..
6. Commitments and Contingent Liabilities
(a) See Note 3 - royalty commitments in connection with the Rand
Cam/Direct Charge Engine and AVFS.
(b) The Company is committed to pay project management fees and rent and
secretarial fees totalling $36,000 per annum to a Company controlled
by the president of the Company.
(c) See Note 5 for commitments to issue shares.
(d) The Company is committed to fund 50% of the further development of the
Engine.
(e) The Company is committed to issue 50,000 shares to its parent company
shareholder as a reimbursement of 50,000 shares the parent transferred
to a supplier of market development services pursuant to a performance
stock plan.
- 9 -
<PAGE>
Item 2. Management Discussion and Analysis of Financial Condition and
Results of Operations
- ------------------------------------------------------------------------
The Company was incorporated in the State of Oregon, USA on July 27, 1992 and is
in the business of developing and commercially exploiting an improved axial vane
type rotary engine known as the Rand Cam(TM)/Direct Charge Engine ("The
Engine"), which is a variation of the original Rand Cam(TM) Engine. The world-
wide marketing and intellectual rights, other than the U.S., are held by Rand
Energy Group Inc. ("REGI") which controls the Company. The Company owns the U.S.
marketing and intellectual rights and has a project cost sharing agreement,
effective May 1, 1993, whereby it will fund 50% of the further development of
The Engine and REGI will fund 50%.
The Company also acquired the world-wide marketing and intellectual rights,
other than Canada, to the Air/Vapor Flow System ("AVFS").
In a development stage company, management devotes most of its activities to
establishing a new business. Planned principle activities have not yet produced
significant revenue. The ability of the Company to emerge from the development
stage with respect to its planned principle business activity is dependent upon
its successful efforts to raise additional equity financing and develop the
market for its products.
Progress Report from May 1, 1997 to March 6, 1998
- -------------------------------------------------
On May 22, 1997, the Company announced that Paul Lamarche reported that a
successful Diesel Engine Compressor Test was completed on May 21, 1997.
This test gave 45 PSI at 450 RPM and 75 PSI at 700 RPM. The total motoring time
was approximately 12 hours. This gave the engine time to warm up to
approximately 125 degrees. All parts in the engine were stable before and after
the test.
The next step is to further seal the combustion chamber. At that time we will
decide whether to start the engine on gasoline or continue to tighten-up the
combustion chamber to reach the required amount of compression to run on diesel
which is 140 PSI and up. This will take approximately 2 1/2 weeks to complete.
On November 3, 1997, the Company announced that testing on the Diesel engine
recommenced after several modifications.
. 145 PSI has been achieved which should be sufficient compression to fire up
the diesel.
. Added a 471, GM blower, a super charger to increase the compression.
. The hardware components are in excellent condition.
The compression will be increased by properly adjusting the pre-design spacers
at which time testing will resume on the Diesel engine.
On November 20, 1997, the Company announced that Ford Motor Company has approved
a budget for developing a program to test and build a Rand Cam(TM) oil pump
prototype for their new automotive transmission.
The Company's engineer, Paul Lamarche, has received the specifications from Ford
to fabricate a transmission oil pump to test the efficiency of the Rand Cam (TM)
cycle.
The major advantages of our Rand Cam(TM) design are the small size, ability to
have multiple pressures in one pump and being able to turn off one half of the
pump when a predetermined RPM has been achieved to save on fuel consumption.
The prototype for testing is scheduled to be completed in early 1998 and will be
optimized on the test stand at the Ford lab, which will certify all data.
On January 6, 1998 the Company announced that the Rand Cam(TM) Rotary Scooter
Engine was successfully test fired on the new ignition system, which was
designed by our engineering team. The system fired in all chambers on both
sides. The positive aspect is that our ignition system is capable of operating
at the demand rate of the sixteen combustions per revolution versus the eight
combustions for two revolutions on the existing piston engine used today. The
Rand Cam(TM) Motor Scooter Engine will be a lightweight, smooth and quiet
running motor and very inexpensive to maintain and manufacture.
On February 18, 1998 the Company advised that the design of the special
transmission oil pump for automobiles is scheduled for completion during March
1998 for prototype fabrication and testing.
- 10 -
<PAGE>
On February 18, 1998 Paul Lamarche, reported that the heavy duty test fixture
would soon be operational to test the diesel engine prototype, which will be
used to test the Rand Cam(TM) Scooter Engine, the air conditioning compressors
and any foreseeable new development programs. The 100 horsepower electric motor
will be operational with fully variable speeds from 0 - 200 RPM.
Discussions with major utility customer for large Rand Cam(TM) engines for
power generation are progressing extremely well. A special large Rand Cam(TM)
Diesel Engine has been designed for these applications along with existing
technologies. Quoting from an internal memorandum prepared by the customer
"Typically recent improvements in these generators' Fuel Cells, microturbines,
piston type internal combustion engines "tend to be continuous and incremental
with each advance becoming more challenging as fundamental design limitations
are approached. The Rand Cam(TM) rotary engine presently under advanced
development, is a total departure from conventional internal combustion engine
design and does not face these fundamental limitations. In my opinion, Rand
Cam(TM) powered generators will shortly establish a new and significantly higher
benchmark of overall performance and cost".
Discussions with a company that exports small power generation systems are
progressing with a new air cooled Rand Cam(TM) diesel engine design.
Discussions with a manufacturer of heavy duty vehicular air conditioning systems
are underway with a meeting scheduled for March 1998. This concern is also
interested in manufacturing other Rand Cam(TM) devices as a subcontractor to
the Company.
Initial discussions are underway for a special pump for an aerospace application
with a major aerospace equipment manufacturer.
Testing is continuing at Adiabatics, Inc. on the 10 horsepower Tecumseh engine.
All of the testing to date has shown an improvement in fuel economy of 20% to
30%. Emission testing is currently underway.
On June 24, 1997, the Company announced that an agreement had been signed with
John Weston, the inventor of the Air/Vapour Flow System ("AVFS") to acquire the
US rights to his invention.
The principal objective of the invention is to provide a process for operating a
gasoline or like fuel engine to eliminate unburned liquid fuel in its exhaust
thereby greatly reducing the harmful carbon monoxide emissions that pollute the
atmosphere. Another objective of this invention is to increase fuel economy by
the efficient method of burning vaporized gas.
On September 2, 1997, the Company announced that the latest test results for its
AVFS reduced hydrocarbon (HC) emissions by 75% and carbon monoxide (CO) by more
than 50% compared to a standard carburetor.
The AVFS can reduce the hydrocarbon and carbon monoxide emissions produced by
internal combustion engines by more than 50%. The device provides the engine
with vaporized fuel rather than liquid gasoline, causing it to run cleaner. The
system runs without a carburetor, fuel injector or fuel pump.
Our latest tests show that our technology permits gasoline engines to run much
cleaner, significantly reducing hydrocarbon and carbon monoxide pollution. In
addition, our AVFS is relatively simple to manufacture. We are capable of taking
it to the mass production stage within a year.
First applications will be in the area of small internal combustion engines
powering lawn mowers, weed eaters, and similar devices. Such engines are a major
source of air pollution created by excess exhaust emissions. Future applications
will be in the area of internal combustion engines powering automobiles, trucks
and buses.
On November 21, 1997, the Company announced the latest results for the AVFS. The
device consistently showed significant advantages over a conventional fuel
system in closely controlled tests.
The Company's AVFS "provided a meaningful decrease in pollution and increase in
fuel efficiency versus a typical fuel system usually installed on small four-
cycle engines," said Patrick Badgley the Company's Vice President in charge of
research and development.
"Our AVFS provides the engine with completely vaporized fuel, versus partially
liquid fuel obtained from conventional fuel systems," Badgley continued. "Simply
put, this results in cleaner, more efficient burn."
- 11 -
<PAGE>
In tests conducted using a Kawasaki 1400 Watt, single cylinder, four-cycle
electrical generator engine, the AVFS reduced hydrocarbons (HC) up to 74%,
reduced carbon monoxide (CO) up to 44% and reduced fuel consumption by as much
as 30% according to Badgley. Tests were conducted at Adiabatics, Inc., a
Columbus, IN based advanced engine research facility.
The Company expects that automotive manufacturers will also consider the
technology as well because the AVFS:
. May be an answer to one of the world's most serious pollution problems.
. Is simple and inexpensive to manufacture, replace and maintain.
. Is easily retrofitted on today's internal combustion engines.
. Could result in manufacturing cost savings for internal combustion engines.
. Could lengthen the life of an internal combustion engine.
By News Release dated January 12, 1998 the Company announced that it had
assigned to REGI U.S. Inc., the world-wide rights, exclusive of Canadian rights,
to the AVFS. The decision to assign such right was based on the fact the Company
experienced delays in obtaining Vancouver Stock Exchange approval to the
acquisition and, rather than losing the rights altogether, the Company elected
to transfer the rights to an affiliated company. The Company did retain the
Canadian rights to the AVFS, in exchange for US$13,500, which amount was
previously advanced by the Company.
The Company has received $500,000 pursuant to a units offering of 500,000 units
at $1.00 per unit. Each unit consisting of one common share and one warrant to
acquire one additional share at $1.00 per share during the first year or $1.25
per share during the second year. The Company will use these funds to pay down
accounts payable and to complete the development of the Rand Cam (TM) Compressor
and Diesel Engine prototypes for demonstration purposes to potential license
and/or joint venture companies.
Results of operations for the nine months ended January 31, 1998 compared to the
nine months ended January 31, 1997
- --------------------------------------------------------------------------------
There were no revenues from product licensing during the periods.
The net loss in 1998 was comparable to the net loss in 1997. Administrative
expenses decreased by $92,000 to $97,000 as compared to $189,000 in 1997. The
major components of this decrease was due to a decrease in office, rent and
telephone by $8,000 to $7,000 as compared to $15,000 in 1997; professional fees
decreased by $55,000 to $21,000 as compared to $77,000 in 1997. During 1998,
research and development costs increased by $69,000 to $269,000 compared to
$200,000 in 1997. The increase was due to $100,000 paid for market development
during September and October 1997 paid for with shares pursuant to a performance
stock plan.
Liquidity
- ---------
During the nine months ended January 31, 1998, the Company financed its
operations from proceeds from a convertible debenture whereby the Company
received $50,000. The Company received $5,000 and issued 50,000 shares at $0.10
per share pursuant to options exercised. The Company received $434,000 and
issued 434,000 shares pursuant to a units offering at $1.00 per unit. On March
3, 1998, the Company raised an additional $66,000 to complete the 500,000 unit
offering.
The Company's financial resources, including an opening cash balance as at April
30, 1997 of $1,000, totalled $490,000. Cash used, as a result of the net loss
for the period, totalled $343,000, after adjustments to reconcile net loss to
cash. During the period the Company spent $99,000 on patent protection costs and
cash payments for acquisition of the AVFS. After the above cash outflows the
Company was left with $55,000 as at January 31, 1998. These funds, together with
the additional $66,000, will be used for further development of the Rand Cam(TM)
Engine, the AVFS and to pay down accounts payable totalling $46,000. The $62,000
owing to an affiliate will be paid for when the Company issues 50,000 shares to
the affiliate as reimbursement for shares it transferred to a supplier of market
development services. (See Note 6(e) to the financial statements).
- 12 -
<PAGE>
PART II Other Information
Item 1. Legal Proceedings
- ------- -----------------
None
Item 2. Changes in Securities
- ------- ---------------------
None
Item 3. Defaults upon Senior Securities
- ------- -------------------------------
None
Item 4. Submissions of Matters to a Vote of Security Holders
- ------- ----------------------------------------------------
None
Item 5. Other Information
- ------- -----------------
None
Item 6. Exhibits and Reports on Form 8-K
- ------- --------------------------------
None
- 13 -
<PAGE>
Signatures
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: March 6, 1998 REGI U.S., INC.
By: /s/ John G. Robertson
-----------------------------------------
John G. Robertson, President
(Principal Executive Officer)
By: /s/ Jennifer Lorette
-----------------------------------------
Jennifer Lorette, Chief Financial Officer
(Principal Financial Officer)
- 14 -
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> APR-30-1998
<PERIOD-START> MAY-01-1997
<PERIOD-END> JAN-31-1998
<CASH> 55,105
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 55,904
<PP&E> 429,093
<DEPRECIATION> 22,895
<TOTAL-ASSETS> 484,997
<CURRENT-LIABILITIES> 107,831
<BONDS> 50,000
0
0
<COMMON> 3,644,151
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 484,997
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 357,687
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,734
<INCOME-PRETAX> (366,398)
<INCOME-TAX> 0
<INCOME-CONTINUING> (366,398)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (366,398)
<EPS-PRIMARY> (.04)
<EPS-DILUTED> (.04)
</TABLE>
