U. S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarter ended July 31, 2002
-------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________________ to____________________
Commission File No. 0-23920
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REGI U.S., Inc.
---------------
(Name of Small Business Issuer in its Charter)
Oregon 91-1580146
------ ----------
(State or Other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No)
#1103-11871 Horseshoe Way
Richmond, BC V7A 5H5 Canada
----------------------------------------
(Address of Principal Executive Offices)
(604) 278-5996
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Issuer's Telephone Number
#120 - 3011 Viking Way
Richmond, BC V6V 1W1 Canada
----------------------------------------
(Former Name or Former Address, if changed since last Report)
Check whether the Issuer (1) filed all reports required 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 Company was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
--- --- --- ---
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Not applicable
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the Issuer's classes of common
equity, as of the latest practicable date:
September 12, 2002
Common - 11,287,935 shares
DOCUMENTS INCORPORATED BY REFERENCE
A description of any "Documents Incorporated by Reference" is contained in Item
6 of this Report.
Transitional Small Business Issuer Format Yes No X
--- ---
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The Financial Statements of the Company required to be filed with this 10-QSB
Quarterly Report were prepared by management and commence on the following page,
together with related Notes. In the opinion of management, the Financial
Statements fairly present the financial condition of the Company.
REGI U.S. Inc.
(A Development Stage Company)
Interim Financial Statements
July 31, 2002
(Unaudited)
Page F-1
REGI U.S., Inc.
(A Development Stage Company)
Balance Sheets
(expressed in U.S. dollars)
July 31, April 30,
2002 2002
$ $
(unaudited) (audited)
Assets
Current Assets
Accounts receivable - 13,400
------------------------------------------------------------------------------
Total Current Assets - 13,400
Property, Plant and Equipment (Note 3) 210 664
Long-Lived Assets (Note 4) 65,994 66,920
------------------------------------------------------------------------------
Total Assets 66,204 80,984
==============================================================================
Liabilities and Stockholders' Deficit
Current Liabilities
Cheques issued in excess of funds on deposit 5,439 2,256
Accounts payable 84,698 87,952
Accrued liabilities 10,300 9,500
Due to affiliates (Note 6) 467,137 473,155
------------------------------------------------------------------------------
Total Current Liabilities 567,574 572,863
------------------------------------------------------------------------------
Commitments and Contingent Liabilities (Notes 1 and 7)
Stockholders' Deficit
Common Stock (Note 5), 20,000,000 shares authorized
without par value; 11,287,935 shares issued and
outstanding 4,778,799 4,778,799
Stock Based Compensation 37,000 37,000
Deficit Accumulated During the Development Stage (5,317,169) (5,307,678)
------------------------------------------------------------------------------
Total Stockholders' Deficit (501,370) (491,879)
------------------------------------------------------------------------------
Total Liabilities and Stockholders' Deficit 66,204 80,984
==============================================================================
Page F-2
REGI U.S., Inc.
(A Development Stage Company)
Statements of Operations
(expressed in U.S. dollars)
Three Months Ended
July 31,
2002 2001
$ $
(unaudited) (unaudited)
Revenues - -
-------------------------------------------------------------------------------
Administrative Expenses
Bank charges 86 369
Foreign exchange 227 33
Investor relations - consulting - 60,271
Office, rent and telephone 458 3,056
Professional fees 1,078 4,949
Transfer agent and regulatory fees 70 391
Travel - 1,048
Less: interest - (33)
-------------------------------------------------------------------------------
1,919 70,084
-------------------------------------------------------------------------------
Research and Development Expenses
Amortization 1,591 1,716
Project management - 7,500
Project overhead 2,000 8,882
Prototype design and construction contracts - 842
Royalties - 6,000
Technical prototype design consulting 3,981 18,782
Travel - 1,737
-------------------------------------------------------------------------------
7,572 45,459
-------------------------------------------------------------------------------
Net Loss for the Period (9,491) (115,543)
===============================================================================
Loss Per Share - Basic - (.01)
===============================================================================
Weighted Average Shares Outstanding 11,288,000 10,218,000
===============================================================================
(Diluted loss per share has not been presented as the result is anti-dilutive)
Page F-3
REGI U.S., Inc.
(A Development Stage Company)
Statements of Cash Flows
(expressed in U.S. dollars)
Three Months Ended
July 31,
2002 2001
$ $
(unaudited) (unaudited)
Cash Flows from Operating Activities
Net loss (9,491) (115,543)
Adjustment to reconcile net loss to cash
Amortization 1,591 1,716
Stock based compensation - 771
Change in non-cash working capital items
Decrease in accounts receivable 13,400 -
Decrease in accounts payable and accrued liabilities (2,454) (9,774)
--------------------------------------------------------------------------------
Net Cash Used by Operating Activities 3,046 (122,830)
--------------------------------------------------------------------------------
Cash Flows from Financing Activities
Increase in common stock subscribed for - 85,300
Increase (decrease) in due to affiliates (6,018) 36,007
--------------------------------------------------------------------------------
Net Cash Provided by (Used by) Financing Activities (6,018) 121,307
--------------------------------------------------------------------------------
Cash Flows to Investing Activities
Decrease (increase) in patent protection costs (211) 1,246
--------------------------------------------------------------------------------
Net Cash Provided by (Used by) Financing Activities (211) 1,246
--------------------------------------------------------------------------------
Decrease in cash (3,183) (277)
Cash (deficiency) - beginning of period (2,256) (1,466)
--------------------------------------------------------------------------------
Cash (deficiency) - end of period (5,439) (1,743)
================================================================================
Non-Cash Financing Activities - -
================================================================================
Supplemental Disclosures
Interest paid - -
Income tax paid - -
REGI U.S., Inc.
(A Development Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)
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%.
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 $567,574. These factors raise substantial 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 fiscal 2002 the Company raised $266,550 through a completed units private
placement of 1,066,200 units at $0.25 per unit. These units were issued March 6,
2002. Each unit consisted of one share and one warrant to purchase an additional
share at a price of $0.30 for a period of one year from the date of receipt of
funds.
The Company plans to raise additional funds through loans from a shareholder
Rand Energy Group Inc. Rand Energy Group Inc. owns approximately 45% of shares
of the Company, having an approximate current market value of $505,300, and it
plans to sell shares as needed to meet ongoing funding requirements if
traditional equity sources of financing prove to be insufficient.
The Company receives interim support from its ultimate parent company and other
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. The Company may raise
additional funds through the exercise of warrants and stock options, if
exercised.
2. Summary of Significant Accounting Policies
(a) Revenue Recognition
Product sales are recognized at the time goods are shipped. System and project
revenue are recognized utilizing the percentage of completion method that
recognizes project revenue and profit during construction based on expected
total profit and estimated progress towards completion during the reporting
period. All related costs are recognized in the period in which they occur.
Revenue from licensing the right for others to use the technology is recognized
as earned over time and collection is certain.
(b) Property, Plant and Equipment
Computer equipment is amortized over 3 years on a straight-line basis.
REGI U.S., Inc.
(A Development Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)
2. Summary of Significant Accounting Policies (continued)
(c) Long-Lived 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. Long-lived 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. Where an impairment loss has been determined the carrying amount is
written-down to fair market value. Fair market value is determined as the amount
at which the long-lived could be sold in a current transaction between willing
parties.
(d) 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 anti-dilutive.
(e) 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 fair market value of the stock
at grant date over the amount an employee or director must pay to acquire the
stock. See Note 5(b).
(f) 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.
(g) 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.
(h) 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.
REGI U.S., Inc.
(A Development Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)
2. Summary of Significant Accounting Policies (continued)
(i) Interim Financial Statements
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
July 31, April 30,
2002 2002
Accumulated Net Book Net Book
Cost Amortization Value Value
$ $ $ $
(unaudited) (audited)
Computer equipment 5,452 5,242 210 664
=======================================================================================================
4. Long-Lived Assets
July 31, April 30,
2002 2002
Accumulated Net Book Net Book
Cost Amortization Value Value
$ $ $ $
(unaudited) (audited)
Patents - RC/DC Engine 90,932 24,938 65,994 66,920
=======================================================================================================
(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 former 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.
REGI U.S., Inc.
(A Development Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)
5. Common Stock
(a) Warrants outstanding
There are warrants outstanding to acquire 830,767 shares exercisable at $0.50
per share expiring August 31, 2001. These warrants have been extended. As of
March 6, 2002 there are a further 1,066,200 warrants outstanding to purchase
1,066,200 shares at $0.30 per share expiring one year after receipt of funds.
(b) Stock Option Plan
The Company has a Stock Option Plan to issue up to 2,500,000 shares to certain
key directors and employees, approved April 30, 1993 and amended December 5,
2000. 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.
The weighted average number of shares under option and option price for the
period ended July 31, 2002 is as follows:
Weighted
Average
Shares Weighted Remaining
Under Average Life of
Option Option Options
# Price $ (Months)
Beginning of period 1,450,000 0.20* 38
-----------------
.20
Granted 510,000 -
Exercised - -
Cancelled - -
Lapsed 50,000 .20
----------
End of period 1,910,000 0.20 41
========== ==== ====
* On May 10, 2002 1,000,000 of these options were repriced at $0.20 per share
and certain options were amended to increase the original options granted from
150,000 to 300,000 and reduce the option price to $0.20 per share. Also on May
10, 2002 160,000 options were granted to employees at $0.20 per share expiring
May 10, 2007 and 200,000 options were granted to a consultant for investor
relations at $0.20 per share expiring May 10, 2007.
REGI U.S., Inc.
(A Development Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)
5. Common Stock
(b) Stock Option Plan (continued)
If compensation expense had been determined pursuant to SFAS 123, the Company's
net loss and net loss per share would have been as follows:
July 31, April 30,
2002 2002
$ $
(unaudited) (unaudited)
Net loss
As reported (9,491) (156,090)
Pro forma (38,743) (263,110)
Basic net loss per share
As reported - (.02)
Pro forma - (.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 no options currently granted pursuant to this plan.
6. Due to Affiliates
Amounts owing to affiliates are unsecured, non-interest bearing and are due on
demand. These companies are affiliated through significant ownership of the
Company and through having common management.
7. Commitments and Contingent Liabilities
(a) The Company is committed to fund 50% of the further development of the
RC/DC Engine.
(b) See Note 1 for substantial doubt about continuing as a going concern.
Item 2. Management's Discussion and Analysis of Financial Condition and
------ ---------------------------------------------------------------
Results of Operations
---------------------
Forward Looking Statements
--------------------------
This report contains forward-looking statements. The words, "anticipate",
"believe", "expect", "plan", "intend", "estimate", "project", "could", "may",
"foresee", and similar expressions are intended to identify forward-looking
statements. The following discussion and analysis should be read in conjunction
with the Company's Financial Statements and other financial information included
elsewhere in this report which contains, in addition to historical information,
forward-looking statements that involve risks and uncertainties. The Company's
actual results could differ materially from the results discussed in the
forward-looking statements. Factors that could cause or contribute to such
differences include those discussed below, as well as those discussed elsewhere
in this report.
Overview
--------
REGI U.S., Inc. was incorporated in the State of Oregon, USA 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%.
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 $567,574. These factors raise substantial 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 fiscal 2002 the Company raised $266,550 through a completed units private
placement of 1,066,200 units at $0.25 per unit. These units were issued March 6,
2002. Each unit consisted of one share and one warrant to purchase an additional
share at a price of $0.30 for a period of one year from the date of receipt of
funds.
The Company plans to raise additional funds through loans from a shareholder
Rand Energy Group Inc. Rand Energy Group Inc. owns approximately 45% of shares
of the Company, having an approximate current market value of $505,300, and it
plans to sell shares as needed to meet ongoing funding requirements if
traditional equity sources of financing prove to be insufficient.
The Company receives interim support from its ultimate parent company and other
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. The Company may raise
additional funds through the exercise of warrants and stock options, if
exercised.
Progress Report from May 1, 2002 to September 15, 2002
------------------------------------------------------
On May 7, 2002, we announced that an exclusive worldwide license has been
granted to Rotary Power Generation, Incorporated (RPGI), for the Rand Cam
Technology for Power Generation applications.
RPGI agrees to the following terms and conditions for the exclusive license:
- To complete a 12-month duration study of the design, analysis,
manufacturing cost, risk assessment and marketing analysis;
- To pay REGI U.S. $100,000 (US) within 1 year in order to maintain the
exclusive license rights for the Power Generation application;
- To pay a 6% royalty on the sales of Rand Cam engines, parts and service
annually;
- To pay 50% of all sublicense fees and royalties received on the license
agreements received from all future partners and sub-licensees;
- To pay REGI U.S. a minimum of $500,000.00 (US) annual payment after 5
years from the date of this agreement; and
- To pay REGI U.S. $150 per hour for the engineering consulting work on the
Power Generation project.
The management of REGI U.S. is pleased to work with Robert Stoddard, President
of RPGI and current corporate marketing director for REGI U.S., who has
extensive experience in government relations and advanced technologies marketing
for the Power Generation project.
On May 29, 2002 weannounced that an agreement has been completed with Radian to
grant an exclusive license for the manufacture of Rand Cam Diesel Engines
within the United States, for applications in Unmanned Autonomous Vehicles
(UAV's), over 10 horsepower, including non-exclusive rights to the worldwide
sales for this application.
Radian agrees to the following terms and conditions:
- Agrees to perform a 6-month duration study of the design, analysis,
manufacturing cost risk assessment and marketing analysis to validate the
risk and profitability of the product.
- Agrees to the fabrication and testing of a prototype Rand Cam Engine and
based on completing a working version of the prototype, agrees to give the
prototype engine to Reg in order to maintain the Radian license.
- Agrees to pay REGI U.S., Inc. $100,000 U.S. minimum annual royalty, five
years from the date of this agreement.
- Agrees to pay a 6% royalty on sales of engines, parts and service used in
UAV's including 6% of all funding received from the Government and Military
sources to develop and manufacture the Rand Cam Technology.
- Agrees to pay REGI U.S., Inc. $150 per hour for engineering consulting
work during the term of the agreement.
Results of operations for the three months ended July 31, 2002 ("2002") compared
--------------------------------------------------------------------------------
to the three months ended July 31, 2001 ("2001")
------------------------------------------------
There were no revenues from product licensing during the periods.
The net loss in 2002 decreased by $107,000 to $9,000 compared to $116,000 in
2001 due to inactive operations. Administrative expenses decreased by $68,000 to
$2,000 from $70,000 in 2001 as a result of the inactive operations.
Ongoing minor research and development activities took place during 2002.
Research and development decreased by $37,000 to $8,000 as compared to $45,000
in 2001. Patrick Badgley continued to perform the majority of development
activities during 2002 and was paid technical consulting fees totalling $9,000
as compared to $19,000 in 2001. We were reimbursed $5,018 pursuant to an
agreement with Advanced Ceramics Research.
Liquidity
---------
During the three months ended July 31, 2002, we financed our operations mainly
through a collection of a receivable of $13,400 from Advanced Ceramics Research.
The amounts owing to affiliates decreased by $6,000 to $467,000, are 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 and will
advance, or pay expenses on behalf of, further funds if needed.
As at July 31, 2002 we had a cash deficiency of $5,000 and other current
liabilities of $563,000 for a working capital deficit of $568,000. Working
capital is not adequate to meet development costs for the next twelve months.
Unexercised stock options and warrants, if exercised could raise significant
additional funds. We receive interim support from our ultimate parent company
and plan to raise additional funds from equity financing which I is yet to be
negotiated. We also plan to raise funds through loans from a controlling
shareholder (Rand Energy Group Inc.). Rand Energy Group Inc. owns 5,053,000
shares, having an approximate current market value of $505,300, and plans to
sell shares as needed to meet our ongoing funding requirements if traditional
equity sources of financing prove to be insufficient.
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 8K
------- -------------------------------
(a) Exhibits
99.1 Certification of John G. Robertson, President (Principal Executive
Officer), pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
99.2 Certification of James Vandeberg, Chief Financial Officer
(Principal Financial Officer), pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
There were no Forms 8-K filed during the period of this report.
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: September 16, 2002 REGI U.S., INC.
By: /s/ John G. Robertson
----------------------------
John G. Robertson, President
(Principal Executive Officer)
By: /s/ James Vandeberg
----------------------------
James Vandeberg, Chief Financial Officer
(Principal Financial Officer)
EXHIBIT 99.1
CERTICATION 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-QSB for the period ending July 31, 2002 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, John G. Robertson,
President of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted
pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:
1. I have reviewed the Report;
2. based on my knowledge, the Report does not contain any untrue statement
of a 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 the Report; and
3. based on my knowledge, the financial statements, and other financial
information included in the 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 the Report.
/s/ John G. Robertson
------------------------
John G. Robertson, President
(Principal Executive Officer)
EXHIBIT 99.2
CERTICATION 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-QSB for the period ending July 31, 2002 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, James Vandeberg, Chief
Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as
adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:
4. I have reviewed the Report;
5. based on my knowledge, the Report does not contain any untrue statement
of a 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 the Report; and
6. based on my knowledge, the financial statements, and other financial
information included in the 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 the Report.
/s/ James Vandeberg
---------------------
James Vandeberg, Chief Financial Officer
(Principal Financial Officer)