Filed by Automated Filing Services Inc. (604) 609-0244 - REGI U.S., INC. - Form S-8

As filed with the Securities and Exchange Commission on November __, 2003 Reg. No. 33-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

REGI, U.S., INC.
(Exact name of registrant as specified in its charter)

Richmond, B.C 91-1580146
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)

     1103-11871 Horseshoe Way
Richmond, B.C. V7A 5H5
Canada
604-278-5996
(Address of principal executive offices)

ADVISORY AND CONSULTING AGREEMENTS
(Full title of plan)

John Robertson
President
1103-11871 Horseshoe Way
Richmond, B.C. V7A 5H5
Canada
(Name and address of agent for service)

604-278-5996
(Telephone number, including area code of agent for service)

     Copy to:
James Vandeberg
1000 Second Avenue, Suite 1710
Seattle, WA 98104
(206) 973-1895

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered(1) Amount to be registered Proposed maximum offering price per share Proposed maximum aggregate offering price Amount of registration fee(1)
Shares of Common Stock 300,000 (1) $0.31 $93,000.00 $7.53
Common stock to be offered for resale by holders of Warrants assuming the exercise of such Warrants 250,000 (2) $0.30 $75,000.00 $6.07
Total Registration Fee       $13.60

(1) Fee calculated in accordance with Rule 457(c) of the Securities Act. Estimated for the sole purpose of calculating the registration fee and based upon the average quotation of the high and low price of our common stock on November 13, 2003, as reported on the OTC Bulletin Board.

(2) Represents common stock that may be issued upon the exercise of outstanding common share purchase warrants. The warrants are exercisable within 60 days of November 1, 2003 at an exercise price of $0.30 per share.

PART I

INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS

Item 1.          Plan Information.*

Item 2.          Registrant Information and Employee Plan Annual Information.*

*Information required by Part 1 to be contained in the Section 10(a) prospectus is omitted from the registration statement in accordance with Rule 428 under the Securities Act of 1933.

Purposes:

The Common Stock will be issued by the Company pursuant to two consulting agreements entered into between two Consultants and the Company and approved by the Board of Directors of the Company (the "Board of Directors"). The agreement is intended to provide a method whereby the Company may be stimulated by the personal involvement of the Consultants in the Company's business thereby advancing the interests of the Company, and all of its shareholders.

Common Stock:

The Board has authorized the issuance of up to 550,000 shares of the Common Stock to the Consultants upon effectiveness of the Registration Statement.

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Consultants:

The Consultants have agreed to provide their expertise and advice to the Company on a non-exclusive basis for the purpose of generally representing the Company with respect to certain financial and business development consulting.

No Restrictions on Transfer

Upon the shares becoming earned pursuant to the terms of Consultants’ engagement agreements, the Consultants will become the record and beneficial owner of the shares of Common Stock upon issuance and delivery and is entitled to all of the rights of ownership, including the right to vote any shares awarded and to receive ordinary cash dividends on the Common Stock.

Tax Treatment to the Consultants

The Common Stock is not qualified under Section 401(a) of the Internal Revenue Code. The Consultants, therefore, will be deemed for federal income tax purposes to recognize ordinary income during the taxable year in which the first of the following events occurs: (a) the shares become freely transferable, or (b) the shares cease to be subject to a substantial risk of forfeiture. Accordingly, the Consultants will receive compensation taxable at ordinary rates equal to the fair market value of the shares on the date of receipt since there will be no substantial risk of forfeiture or other restrictions on transfer. If, however, the Consultants receives shares of common stock pursuant to the exercises of an option or options at an exercise price below the fair market value of the shares on the date of exercise, the difference between the exercise price and the fair market value of the stock on the date of exercise will be deemed ordinary income for federal tax purposes. The Consultants are urged to consult his tax advisor on this matter. Further, if any recipient is an "affiliate", Section 16(b) of the Exchange Act is applicable and will affect the issue of taxation.

Tax Treatment to the Company

The amount of income recognized by any recipient hereunder in accordance with the foregoing discussion will be an expense deductible by the Company for federal income tax purposes in the taxable year of the Company during which the recipient recognizes income.

Restrictions of Resales

In the event that an affiliate of the Company acquires shares of Common Stock hereunder, the affiliate will be subject to Section 16(b) of the Exchange Act. Further, in the event that any affiliate acquiring shares hereunder has sold or sells any shares of Common Stock in the six months preceding or following the receipt of shares hereunder, any so called "profit", as computed under Section 16(b) of the Exchange Act, would be required to be disgorged from the recipient to the Company. Services rendered have been recognized as valid consideration for the "purchase" of shares in connection with the "profit" computation under Section 16(b) of the Exchange Act. The Company has agreed that for the purpose of any "profit" computation under 16(b) the price paid for the Common Stock issued to affiliates is equal to the value of services rendered. Shares of Common Stock acquired hereunder by persons other than affiliates are not subject to Section 16(b) of the Exchange Act.

Item 2. Registrant Information and Employee Plan Annual Information

A copy of any document or part hereof incorporated by reference in this Registration Statement but not delivered with this Prospectus or any document required to be delivered pursuant to Rule 428(b) under the Securities Act will be furnished without charge upon written or oral request. Requests should be addressed to: 1103-11871 Horseshoe Way, Richmond, B.C. V7A 5H5 Canada.

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Legal Opinions and Experts

James Vandeberg has rendered an opinion on the validity of the securities being registered.

The financial statements of REGI U.S., Inc. by reference in the Company's Annual Report (Form 10-KSB) for the period ended April 30, 2003, have been audited by Independent Auditors, as set forth in their report incorporated herein by reference and are incorporated herein in reliance upon such report given upon the authority of the firm as experts in auditing and accounting.

Indemnification of Officers and Directors

Insofar as indemnification of liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling the Company, the Company has been informed that in the opinion of the commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

The document(s) containing the information specified in Part I will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such documents are not being filed with the Securities and Exchange Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. Such documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

Item 3. Incorporation of Documents by Reference

There are hereby incorporated by reference in this Registration Statement the following documents and information previously filed with the Commission:
 

(a)
  
The Registrant's Annual Report on Form 10-KSBfor the fiscal year ended April 30, 2003;
 
(b)
  
The Registrant's Quarterly Reports on Form 10-QSB for the fiscal quarter ending July 31, 2003;
 
(c)
The description of the Registrant's Common Stock contained in the Registration Statement on Form 10-SB (No. 0-23920) filed pursuant to Section 5 of the Securities Act on April 26, 1994, including any subsequently filed amendments and reports updating such description.

In addition to the foregoing documents, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

Not applicable.

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Item 5. Interests of Named Experts and Counsel

James Vandeberg is the Chief Operating Officer and a director of the Registrant.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Registrant's Articles of Incorporation provide that the Registrant must indemnify each of its (i) fiduciaries within the meaning of the Employee Retirement Income Security Act of 1974, as amended, with respect to any employee benefit plan, and (ii) directors and officers, to the fullest extent permitted under the Oregon Business Corporation Act, against all liabilities incurred by reason of the fact that the person is or was a director or officer of the Registrant or a fiduciary of an employee benefit plan, or is or was serving at the request of the Registrant as a director or officer, or fiduciary of an employee benefit plan, of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

The effect of these provisions is potentially to indemnify the Registrant's directors and officers from all costs and expenses of liability incurred by them in connection with any action, suit or proceeding in which they are involved by reason of their affiliation with the Registrant.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits

The Exhibits to this registration statement are listed in the index to Exhibits on page 7.

ITEM 9. UNDERTAKINGS
 

(a)
  		 The Registrant hereby undertakes:
(1)
  
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
 
  (i)
  
to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act");
 
  (ii)
  
to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement;
 
  (iii)
  
to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.
 
(2)
  
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at termination of the offering.
 
(b)
The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Province or British Columbia, on this 14th day of November, 2003.

REGI U.S., INC.
an Oregon, corporation

By: /s/ John G. Robertson
  John G. Robertson, President

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes and appoints John G. Robertson as attorney-in-fact and agent, acting alone, with full powers of substitution to sign on his or her behalf, individually and in the capacities stated below, and to file any and all amendments, including post-effective amendments, to this registration statement and other documents in connection therewith, with the Commission, granting to said attorney-in-fact and agent full power and authority to perform any other act on behalf of the undersigned required to be done in the premises.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature Title Date
     
/s/ John G. Robertson President, Chairman of the Board, November 14, 2003
John G. Robertson and Chief Executive Officer, and a  
  Director  
     
/s/ Jennifer Lorette Vice President and a Director November 14, 2003
Jennifer Lorette    
     
/s/ James Vandeberg Chief Financial Officer and Chief November 14, 2003
James Vandeberg Operating Officer and a Director  

INDEX TO EXHIBITS

4.1 Advisory and Consulting Agreement – Campo
   
4.2 Advisory and Consulting Agreement – Pettenelli
   
5.1 Opinion of Counsel, regarding the legality of the securities registered hereunder
   
23.1 Consent of Manning, Elliott, Chartered Accountants
   
23.2 Consent of Counsel (included as part of Exhibit 5.1)
   
24 Power of Attorney (Contained within Signature Page)

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