<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, 2000
----------------
[_] 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 13, 2000 - 10,200,401
shares of common stock, no par value.
Transitional Small Business Disclosure Format (Check One): Yes [_] No [X].
<PAGE>
INDEX
-----
<TABLE>
<CAPTION>
PART I -- Financial Information Page
<S> <C>
Item 1. Financial statements......................................... 2
- ------ --------------------
Balance Sheets as of January 31, 2000 (unaudited) and
April 30, 1999 (audited)............................................... 2
Statements of Operations for the nine months ended
January 31, 2000 and 1999 (unaudited).................................. 3
Statements of Cash Flows for the nine months ended January 31,
2000 and 1999 (unaudited).............................................. 4
Notes to the financial statements...................................... 5-9
Item 2. Management's Discussion and Analysis of Results of
- ------ --------------------------------------------------
Operations and Financial Condition........................... 10-11
----------------------------------
PART II -- Other Information........................................... 12
Signatures............................................................. 13
</TABLE>
-1-
<PAGE>
PART I Financial Information
Item 1. Financial statements
- ------- --------------------
REGI U.S., Inc.
(A Development Stage Company)
Balance Sheets
<TABLE>
<CAPTION>
January 31, April 30,
2000 1999
(unaudited) (audited)
$ $
<S> <C> <C>
Assets
Current Asset
Cash 371 82,120
Property, Plant and Equipment 4,749 -
Intangible Assets 398,872 405,335
- --------------------------------------------------------------------------------------------
Total Assets 403,992 487,455
============================================================================================
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable 73,563 107,274
Accrued liabilities 3,734 9,875
Due to affiliates - 240,264
Due to officer - 507
- --------------------------------------------------------------------------------------------
Total Current Liabilities 77,297 357,920
- --------------------------------------------------------------------------------------------
Convertible Debenture 50,000 50,000
- --------------------------------------------------------------------------------------------
Stockholders' Equity
Common Stock, 20,000,000 shares authorized without
par value; 10,200,401 and 9,348,300 shares issued
and outstanding respectively. 4,492,914 3,901,447
paid for but unissued (Nil and 143,333 shares respectively) - 107,500
Deficit Accumulated during the Development Stage (4,214,719) (3,929,412)
- --------------------------------------------------------------------------------------------
Total Stockholders' Equity 276,695 79,535
- --------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity 403,992 487,455
============================================================================================
</TABLE>
-2-
<PAGE>
REGI U.S., Inc.
(A Development Stage Company)
Statements of Operations
<TABLE>
<CAPTION>
Nine months ended
January 31,
-----------------------
2000 1999
(unaudited) (unaudited)
$ $
<S> <C> <C>
Revenues - -
- ---------------------------------------------------------------
Administrative Expenses
Amortization 703 -
Bank charges 1,081 711
Foreign exchange 797 (112)
Interest on debentures 2,734 4,713
Investor relations and consulting 53,196 89,046
Office, rent and telephone 22,302 10,753
Professional fees 17,163 16,239
Transfer agent and regulatory fees 12,621 18,009
Travel 5,327 -
Less: interest and other income (1,207) -
- ---------------------------------------------------------------
114,717 139,359
- ---------------------------------------------------------------
Research and Development Expenses
Amortization of patents and rights 16,867 19,635
Project management 22,500 22,500
Project overhead 16,562 11,945
Prototype design and construction 27,768 33,100
Royalties 21,000 18,000
Technical consulting 64,000 63,000
Travel 3,393 1,963
- ---------------------------------------------------------------
172,090 170,143
- ---------------------------------------------------------------
Net Loss (286,807) (309,502)
===============================================================
Net Loss Per Share - Basic (.03) (.03)
===============================================================
Weighted Average Shares Outstanding 9,475,000 9,260,000
===============================================================
</TABLE>
-3-
<PAGE>
REGI U.S., Inc.
(A Development Stage Company)
Statements of Cash Flows
<TABLE>
<CAPTION>
Nine months ended
January 31,
------------------------------
2000 1999
(unaudited) (unaudited)
$ $
<S> <C> <C>
Cash Flows to Operating Activities
Net loss (286,807) (309,502)
Adjustments to reconcile net loss to cash
Amortization 17,570 19,635
Common stock issued for services - 71,046
Change in non-cash working capital items
Increase (decrease) in accounts payable and accrued liabilities (39,852) 35,431
- ---------------------------------------------------------------------------------------------------
Net Cash Used by Operating Activities (309,089) (183,390)
- ---------------------------------------------------------------------------------------------------
Cash Flows from (to) Financing Activities
Common stock 483,967 -
Increase (decrease) in advances from affiliate (240,264) 188,226
Decrease in loan from officer (507) -
- ---------------------------------------------------------------------------------------------------
Net Cash Provided by Financing Activities 243,196 188,226
- ---------------------------------------------------------------------------------------------------
Cash Flows to Investing Activities
(Increase) in patents (10,404) (4,116)
(Increase) in property, plant and equipment (5,452) -
- ---------------------------------------------------------------------------------------------------
Net Cash Used by Investing Activities (15,856) (4,116)
- ---------------------------------------------------------------------------------------------------
Increase (decrease) in cash (81,749) 720
Cash - beginning of period 82,120 1,169
- ---------------------------------------------------------------------------------------------------
Cash - end of period 371 1,889
===================================================================================================
Non-cash Financing Activities
100,000 shares issued for investor relations
services pursuant to a performance stock plan - 71,046
===================================================================================================
Supplemental disclosures:
Interest 4,375 338
Taxes - -
===================================================================================================
</TABLE>
-4-
<PAGE>
REGI U.S., Inc.
(A Development Stage Company)
Notes to the Financial Statements
1. Development Stage Company
REGI U.S., Inc. herein ("the Company") was incorporated in the State of
Oregon, U.S.A. on July 27, 1992.
The Company is a development stage company engaged in the business of
developing and commercially exploiting an improved axial vane type rotary
engine known as the Rand Cam/Direct Charge Engine ("The RC/DC Engine"). The
world-wide marketing and intellectual rights, other than the U.S., are held
by Rand Energy Group Inc. ("REGI") which is the controlling shareholder of
the Company. The Company owns the U.S. marketing and intellectual rights and
has a project cost sharing agreement, whereby it will fund 50% of the further
development of the RC/DC Engine and REGI will fund 50%.
The Company acquired the world-wide marketing and intellectual rights, other
than Canada, to the Air/Vapor Flow System ("AVFS"). See Note 4(d).
In a development stage company, management devotes most of its activities to
establishing a new business. Planned principal activities have not yet
produced significant revenues and the Company has suffered recurring
operating losses as is normal in development stage companies. The Company
also has a working capital deficit of $99,000. These factors raise doubt
about the Company's ability to continue as a going concern. The ability of
the Company to emerge from the development stage with respect to its planned
principal business activity is dependent upon its successful efforts to raise
additional equity financing, receive funding from affiliates and controlling
shareholders, and develop a market for its products.
During the nine months ended January 31, 2000 the Company raised a further
$531,575 for a total of $639,075 raised pursuant to a private placement of
852,101 units at $0.75 per unit. Each unit will contain one share and one
warrant to acquire one additional share at $1.00 per share if exercised in
year one after receipt of funds. These funds raised do not provide enough
working capital to fund ongoing operations for the next twelve months. The
Company may also raise additional funds through the exercise of warrants and
stock options, if exercised. Warrants with respect to 500,000 shares at $1.25
per share may be exercised to net $625,000 warrants with respect to 852,101
shares at $1.00 per share may be exercised to net $852,101 and options with
respect to 890,000 shares at prices between $0.75 and $1.00 per share may be
exercised to net $705,000.
The Company receives interim support from its ultimate parent company and
plans to raise additional funds from equity financing which is yet to be
negotiated.
2. Summary of Significant Accounting Policies
(a) Fixed Assets
Computer equipment is amortized over 3 years on a straight-line basis.
(b) Intangible Assets
Costs to register and protect patents and to acquire rights are
capitalized as incurred. These costs are being amortized on a straight
line basis over 20 years. Intangible assets are evaluated in each
reporting period to determine if there were events or circumstances which
would indicate a possible inability to recover the carrying amount. Such
evaluation is based on various analyses including assessing the Company's
ability to bring the commercial applications to market, related
profitability projections and undiscounted cash flows relating to each
application which necessarily involves significant management judgment.
-5-
<PAGE>
2. Summary of Significant Accounting Policies (continued)
(c) Basic and Diluted Net Income (Loss) per Share
The Company computes net income (loss) per share in accordance with SFAS
No. 128, "Earnings per Share" (SFAS 128). SFAS 128 requires presentation
of both basic and diluted earnings per shares (EPS) on the face of the
income statement. Basic EPS is computed by dividing net income (loss)
available to common shareholders (numerator) by the weighted average
number of common shares outstanding (denominator) during the period.
Diluted EPS gives effect to all dilutive potential common shares
outstanding during the period including stock options, using the treasury
stock method, and convertible preferred stock, using the if-converted
method. In computing Diluted EPS, the average stock price for the period
is used in determining the number of shares assumed to be purchased from
the exercise of stock options or warrants. Diluted EPS excludes all
dilutive potential common shares if their effect is antidilutive.
Loss per share for 2000 and 1999 does not include the effect of the
potential conversions of stock options, warrants or convertible
debentures, as their effect would be anti-dilutive.
(d) Accounting for Stock Based Compensation
The Company uses the intrinsic value based method of accounting
prescribed by Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" ("APB Opinion No. 25") in accounting for its
stock based method, compensation cost is the excess, if any, of the
quoted market price of the stock at grant date over the amount an
employee or director must pay to acquire the stock. See Note 6(b).
(e) Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of
three months or less at the time of issuance to be cash equivalents.
(f) Foreign Currency Transactions/Balances
Transactions in currencies other than the U.S. dollar are translated at
the rate in effect on the transaction date. Any balance sheet items
denominated in foreign currencies are translated into U.S. dollars using
the rate in effect on the balance sheet date.
(g) Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the periods. Actual results could differ from those estimates.
(h) Reclassification
Certain amounts in the financial statements have been reclassified to be
consistent and comparable from year-to-year.
(i) Adjustments
These interim unaudited financial statements have been prepared on the
same basis as the annual financial statements and in the opinion of
management, reflect all adjustments, which include only normal recurring
adjustments, necessary to present fairly the Company's financial
position, results of operations and cash flows for the periods shown. The
results of operations for such periods are not necessarily indicative of
the results expected for a full year or for any future period.
3. Property, Plant and Equipment
April 30,
2000 1999
Accumulated Net Book Net Book
Cost Amortization Value Value
$ $ $ $
Computer equipment 24,948 20,199 4,749 -
------ ------------ -------- ---------
-6-
<PAGE>
4. Intangible Assets
<TABLE>
<CAPTION>
April 30,
2000 1999
Accumulated Net Book Net Book
Cost Amortization Value Value
$ $ $ $
<S> <C> <C> <C> <C>
Patents - RC/DC Engine 76,677 14,199 62,478 55,183
Patents - AVFS 4,137 309 3,828 3,984
AVFS rights ((d) below) 374,751 42,185 332,566 346,618
------- ------------ -------- ---------
455,565 56,693 398,872 405,785
======= ============ ======== =========
</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 fair value of
$0.01 per share. REGI will receive a 5% net profit royalty. The $57,000
was expensed as research and development.
(b) Pursuant to an agreement with Brian Cherry (a director) dated July 30,
1992 and amended November 23, 1992 and April 13, 1993, the Company
acquired the U.S. rights to the improved axial vane rotary engine known
as the RC/DC Engine. On November 9, 1993, in consideration for the
transferred technology, Mr. Cherry was issued 100,000 shares of Reg
Technologies Inc. ("REG") (a public company owning 51% of REGI) with a
fair value of $200,000. The $200,000 was expensed as research and
development. A 1% net profit royalty will be due to the director.
(c) Pursuant to a letter of understanding dated December 13, 1993 between the
Company, REGI and REG (collectively called the grantors) and West
Virginia University Research Corporation ("WVURC"), the grantors have
agreed that WVURC shall own 5% of all patented technology and will
receive 5% of all net profits from sales, licences, royalties or income
derived from the patented technology.
(d) On June 22, 1997 the Company acquired the U.S. rights to an Air/Vapor
Flow System "AVFS". The Company paid $50,000 and 200,000 shares at a fair
value of $154,665. The Company will pay to the inventor 8.5% on net sales
derived from the AVFS. 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 fair value of $133,586. The
inventor will also receive a minimum annual royalty of $24,000 per year
beginning October 1, 1997, payable quarterly.
5. Convertible Debentures
The Company issued three year, 8 3/4% interest, convertible debentures and
raised $50,000. The 8 3/4% interest is paid annually and the debentures are
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 debentures will be exercisable at 20% below the
said ten-day average. The maturity date is June 15, 2000.
6. Common Stock
(a) Warrants outstanding
(i) A total of 434,000 shares for the exercise of warrants at $1.25
per share expiring on dates ranging from September 23, 1999 to
December 11, 1999 were extended for a period of six months.
(ii) A total of 500,000 shares for the exercise of warrants at $2.50
per share expiring August, 1999 were extended to February 16, 2000
which have now expired.
(iii) A total of $500,000 was raised pursuant to a private placement and
foreign offering of 500,000 units at $1.00 per unit. Each unit
contained one share and one warrant to acquire one additional
share at $1.25 per share. These warrants were extended and now
expire between March 23, 2000 and June 11, 2000.
-7-
<PAGE>
6. Common Stock
(b) Stock Option Plan
The Company has a Stock Option Plan to issue up to 1,000,000 shares to
certain key directors and employees, approved April 30, 1993 and amended
March 30, 1995. On March 30, 1995 the Company registered the 1,000,000
shares for issuance under the Stock Option Plan which was amended
November 1, 1996. Pursuant to the Plan the Company has granted stock
options to certain directors and employees.
The options are granted for services provided to the Company. Statement
of Financial Accounting Standards No. 123 ("SFAS 123") requires that an
enterprise recognize, or at its option, disclose the impact of the fair
value of stock options and other forms of stock based compensation in the
determination of income. The Company has elected under SFAS 123 to
continue to measure compensation costs on the intrinsic value basis set
out in APB Opinion No. 25. As stock options are granted at exercise
prices based on the market price of the Company's shares at the date of
grant, no compensation cost is recognized. However, under SFAS 123, the
impact on net income and income per share of the fair value of stock
options must be measured and disclosed on a fair value based method on a
pro forma basis. As performance stock is issued for services rendered the
fair value of the shares issued is recorded as compensation expense or
capitalized, at the date the conditions are met to issue shares.
The fair value of the employee's purchase rights, pursuant to stock
options, under SFAS 123, was estimated using the Black-Scholes model.
If compensation expense had been determined pursuant to SFAS 123, the
Company's net loss and net loss per share for fiscal 1999 and 1998 would
have been as follows:
2000 1999
$ $
Net loss
As reported (333,665) (309,502)
Pro forma (344,607) (318,842)
Basic net loss per share
As reported (.04) (.03)
Pro forma (.04) (.03)
(c) Performance Stock Plan
The Company has allotted 1,000,000 shares to be issued pursuant to a
Performance Stock Plan approved and registered on June 27, 1997.
Compensation is recorded when the conditions to issue shares are met at
their then fair market value. There are options granted pursuant to this
plan.
(d) Private Placement
During the nine months ended January 31, 2000, the Company has raised a
further $531,575 for a total of $639,075 raised pursuant to a private
placement of 852,101 units at $0.75 per unit. The shares and warrants
were issued on November 20, 1999. Each unit contained one share and one
warrant to acquire one additional share at $1.00 per share if exercised
during year one after receipt of the subscription funds. No amount of the
proceeds was allocated to the warrants as the warrants were valued at
under $1,000 using the BlackScholes Pricing Model.
A financing fee of $47,608 was paid to an employee in connection with
finding subscribers for this private placement which was deducted from
the proceeds as a capital transaction.
-8-
<PAGE>
7. Related Party Transactions
The following amounts were paid to officers and directors or companies under
their control at their exchange amounts:
(a) A project management fee of $22,500 (1999 - $22,500) was paid to a
company associated with the President of the Company and is included in
research and development expenses. As at January 31, 2000 included in
accounts payable is $15,000 owing to this Company.
(b) A technical consulting fee of $28,000 (1999 - $27,000) was paid to the
Vice President of Research and Development and is included in research
and development expenses.
(c) An administrative fee of $4,500 (1999 - $4,500) was paid to the Vice
President of Administration and is included in research and development
expenses.
8. Commitments and Contingent Liabilities
(a) See Note 4 for royalty commitments in connection with the RC/DC Engine
and the AVFS.
(b) See Note 6 for commitments to issue shares.
(c) The Company is committed to fund 50% of the further development of the
RC/DC Engine.
(d) See Note 1 for going concern considerations.
9. Uncertainty Due to the Year 2000 Issue
The Year 2000 Issue arises because many computerized systems use two digits
rather than four to identify a year which could result in errors when
information using year 2000 dates is processed. While the company does not
expect to encounter any major problems resulting from the Year 2000 Issue, it
is not possible to conclude that all possible aspects thereof, including
those related to the efforts of customers, suppliers, or other third parties
have been fully resolved.
-9-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
- --------------------------------------------------------------------------------
of Operations Management's Discussion
- -------------------------------------
Progress Report from November 1, 1999 to March 6, 2000
- ------------------------------------------------------
On December 1, 1999 we announced that testing of the first Rand Cam (TM) oil
pump has been completed. A major American automobile manufacturer notified us
that the approved evaluation of the production intent design will be run in the
first or second month of year 2000. Our components should be ready for testing
and evaluating by the automobile manufacturer's Production Transmission Group at
that time. The Rand Cam (TM) pump assembly will be ready by late January 2000.
The Rand Cam (TM) oil pump tests completed to date by Paul LaMarche indicate
that the oil pump in many areas exceed the spectrum and show to be more
efficient in volumetric performance. These results promoted the oil pump to the
next phase of the evaluation to be run. It is a requirement to calibrate all the
benefits to improve fuel economy over current oil pumps used today in automobile
transmissions.
By News Release dated January 14, 2000, the Company announced that it had
contracted with Coltec, Inc., a Columbus, Indiana engineering firm, to fabricate
the Rand Cam (TM) air conditioning compressor for buses. The testing is to be
conducted in the Spring by Trans Air Manufacturing Corporation, one of the
largest manufacturers of air conditioning units for buses, which has agreed to
jointly develop and manufacture the working model compressor.
Y2K issue
- ---------
The Year 2000 risk for information systems, computers, equipment and products
using date sensitive software has passed without any problems whatsoever.
The Company will continue to monitor the Year 2000 issue but does not anticipate
any problems.
It is not expected that any additional material costs will be incurred in
addressing the Year 2000 compliance for the Company.
Results of operations for the nine months ended January 31, 2000 compared to the
- --------------------------------------------------------------------------------
nine months ended January 31, 1999
- ----------------------------------
There were no revenues from product licensing during the periods.
Our net loss decreased by $24,000 to $286,000 compared to $310,000 in 1999. The
decreased net loss was due to administrative expenses which decreased by $25,000
to $114,000 as compared to $139,000 in 1999. The major component of this
decrease was due to investor relations and consulting which decreased by $36,000
to $53,000 from $89,000 in 1999. We employ one full time consultant for investor
relations activities at a rate of $2,000 per month and we advertise our ongoing
development activities in publications such as Gulf Pacific and Investors
Business Daily. We have cost sharing arrangements with other affiliated
companies to keep overall overhead costs to a minimum.
Expenditures on research and development basically remained unchanged at
$172,000. Paul LaMarche and Patrick Badgley undertook the majority of
development activities during the period and were paid technical consulting fees
totalling $64,000 as compared to $63,000 in 1999. The low costs for research and
development was due to more cost effective prototype design and construction
activity than in previous periods. A $6,000 quarterly royalty payment ($18,000
year-to-date) was made for the AVFS rights.
Liquidity
- ---------
During the nine months ended January 31, 2000, our operating deficiency of
$308,000 was financed through cash on hand at April 30, 1999 of $81,000 together
with proceeds from a private placement of units at $0.75 per unit for net
additional proceeds of $483,000. We repaid $240,000 of loans received from
affiliates and spent $16,000 on property plant and equipment and patent
protection costs.
As at January 31, 2000 we had less than $1,000 cash as our only operating asset
and liabilities of $77,000 for a working capital deficiency of $77,000. Our
current working capital situation is not adequate to meet development costs for
the next twelve months.
-10-
<PAGE>
Unexercised stock options and warrants, if exercised, could raise $2,182,000 of
additional funds. These options and warrants are currently "in-the-money" as our
trading price of our stock closed at $1.25 on March 9, 2000.
We continue to finance our operations through funding from private placement of
our equity securities and interim support from our parent company. We also have
a cost sharing arrangement with our major shareholder for ongoing research and
development of the RC/DC Engine. We are solely responsible for ongoing
development of the Air/Vapor Flow System.
Our ability to manage payables and to finance future overhead and development
over the next twelve months is contingent upon receiving funds from selling our
equity securities.
Equity or debt financing may not be available on terms acceptable to us, or at
all. We will need additional funds, which we may not be able to obtain.
-11-
<PAGE>
PART II Other Information
Item 1. Legal Proceedings
- ------- -----------------
None
Item 2. Changes in Securities
- ------- ---------------------
On November 20, 1999, a total of 852,101 units were issued to investors
pursuant to a private placement of units at a price of $0.75 per unit.
Each unit consisted of one share of common stock and one warrant to
purchase one additional share of common stock at a price of $1.00 per
share, expiring one year from the date of payment for the unit.
On October 15, 1999 the Company agreed to extend the terms of the
following warrants:
- Pursuant to a private placement of 500,000 units at a price of
$2.00 per unit completed in 1995, the warrants forming part of the
units were exercisable at a price of $2.50 per share, initially
expiring on August 16, 1998 and extended to August 16, 1999,
pursuant to which the warrants were extended for an additional six
months to February 16, 2000, which warrants have now expired.
- Pursuant to a private placement of 500,000 units at a price of
$1.00 per unit completed in November, 1997, the warrants forming
part of the units were exercisable at a price of $1.25 per share,
expiring on dates ranging from September 23, 1999 to December 11,
1999, pursuant to which the warrants were extended for an
additional six months.
Item 3. Defaults upon Senior Securities
- ------- -------------------------------
None
Item 4. Submissions of Matters to a Vote of Security Holders
- ------- ----------------------------------------------------
At the annual meeting of the Company held on November 29, 1999, the
shareholders approved the election of John G. Robertson and Brian
Cherry as the directors of the Company for the ensuing year and the
appointment of Elliott Tulk Pryce Anderson, Chartered Accountants, as
the auditors for the ensuing year.
Item 5. Other Information
- ------- -----------------
None
Item 6. Exhibits and Reports on Form 8-K
- ------- --------------------------------
27.1 - Financial Data Schedule
-12-
<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 13, 2000 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)
-13-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> APR-30-2000
<PERIOD-START> MAY-01-1999
<PERIOD-END> JAN-31-2000
<CASH> 371
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 371
<PP&E> 480,513
<DEPRECIATION> (76,892)
<TOTAL-ASSETS> 403,992
<CURRENT-LIABILITIES> 77,297
<BONDS> 50,000
0
0
<COMMON> 4,492,914
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 403,992
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 284,073
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,734
<INCOME-PRETAX> (286,807)
<INCOME-TAX> 0
<INCOME-CONTINUING> (286,807)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (286,807)
<EPS-BASIC> (.03)
<EPS-DILUTED> (.03)
</TABLE>
