Interim Reporting

The accompanying unaudited interim financial statements have been prepared by REGI U.S., Inc. (the "Company") pursuant to the rules and regulations of the United States Securities and Exchange Commission. Certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included. Such adjustments consist of normal recurring adjustments. These interim financial statements should be read in conjunction with the audited financial statements of the Company for the fiscal year ended April 30, 2006, as filed with the United States Securities and Exchange Commission.

The results of operations for the nine months ended January 31, 2007 are not indicative of the results that may be expected for the full year.

Nature of Operations and Continuance of Business

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 in the U.S., are held by Reg Technologies, Inc. (“Reg”), a major shareholder who owns 13% of the Company’s issued and outstanding stock and 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 RC/DC Engine and Reg 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 any revenues and the Company has suffered recurring operating losses as is normal in development stage companies. The Company has accumulated losses of $8,748,206 since inception. 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.

The Company plans to raise funds through loans from Rand Energy Group Inc. (“Rand”), a private company with officers and directors in common with the Company. Further, Rand owns approximately 11% of the shares of the Company, and may sell shares as needed to meet ongoing funding requirements if traditional equity sources of financing prove to be insufficient. The Company also receives interim support from affiliated companies and plans to raise additional capital through debt and/or equity financings. There continues to be insufficient funds to provide enough working capital to fund ongoing operations for the next twelve months. The Company may also raise additional funds through the exercise of warrants and stock options, if exercised.

Common Stock

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.

All options granted by the Company have the following vesting schedule:

Up to 25% of the option may be exercised at any time during the term of the option, such initial exercise is referred to as the “First Exercise”.

The second 25% of the option may be exercised at any time after 90 days from the date of First Exercise, such second exercise is referred to as the “Second Exercise”.

The third 25% of the option may be exercised at any time after 90 days from the date of Second Exercise, such third exercise is referred to as the “Third Exercise”.

The fourth and final 25% of the option may be exercised at any time after 90 days from the date of the Third Exercise.

The options expire sixty months from the date of grant.

Common Stock (continued)

Stock Option Plan (continued)

On June 29, 2006, the Company granted 25,000 stock options to a consultant exercisable at $2.09 per share, up to June 29, 2011. The fair value of options was estimated at the date of grant using the Black- Scholes option pricing model using the following weighted average assumptions: risk free interest rate of 5.05%, expected volatility of 161%, an expected option life of 2.5 years and no expected dividends. The weighted average fair value of options granted was $1.69 per option.

On November 1, 2006, the Company granted 125,000 stock options to two employees exercisable at $1.37 per share, up to November 1, 2011. The fair value of options was estimated at the date of grant using the Black-Scholes option pricing model using the following weighted average assumptions: risk free interest rate of 4.53%, expected volatility of 152%, an expected option life of 2.5 years and no expected dividends. The weighted average fair value of options granted was $1.07 per option.

On January 30, 2007, the Company granted 200,000 stock options to a consultant exercisable at $1.30 per share, up to January 30, 2012. The fair value of options was estimated at the date of grant using the Black- Scholes option pricing model using the following weighted average assumptions: risk free interest rate of 4.86%, expected volatility of 152%, an expected option life of 2.5 years and no expected dividends. The weighted average fair value of options granted was $0.73 per option.

During the period ended January 31, 2007, the Company recorded stock-based compensation of $92,262 as general and administrative expense.

Option pricing models require the input of highly subjective assumptions including the expected price volatility. The subjective input assumptions can materially affect the fair value estimate, and therefore, the existing models do not necessarily provide a reliable single measure of the fair value of the Company’s stock option.

The following table summarizes the continuity of the Company’s stock options:

Common Stock (continued)

Stock Option Plan (continued)

Additional information regarding options outstanding as at January 31, 2007, is as follows:

Common Stock (continued)

Share Purchase Warrants

The following table summarizes the continuity of the Company’s warrants:

On November 17, 2006, the Company entered into a Securities Purchase Agreement, whereby an investor agreed to purchase up to $10,000,000 of the Company’s common stock over a term of 36 months at the Company’s discretion. Each purchase will be for a minimum of $150,000 and up to a maximum of the lessor of: $750,000, or 200% of the average weighted volume for the Company’s common stock for the 20 trading days prior to the date of purchase. Each purchase will be at a 15% discount to the market price of the Company’s common stock over the 10 trading days prior to the purchase.

In connection with the equity line of credit, the Company issued to the investor a warrant (“Investor warrant”) to purchase 1,000,000 shares of the Company’s common stock at $1.30 per share (the “Exercise Price”) for 5 years, and to an agent a warrant (”Placement warrant”) to purchase 640,000 shares of the Company’s common stock at $1.30 per share for 5 years. If the Company fails to register the shares issuable upon the exercise of the Investor or Placement warrant, the holder is entitled to exercise the warrant and receive, for no consideration, a certificate equal to the number of shares obtained by subtracting the Exercise Price of the warrant for the volume weighted average price on the trading day immediately preceding the date of such election and multiplying that amount by the number of shares issuable upon the exercise of the warrant.

The Company filed an SB-2 Registration Statement with the United States Securities and Exchange Commission that was declared effective February 9, 2007, to register shares of common stock potentially issuable under this equity line of credit (6,160,000 shares) and the related warrants (1,640,000 shares).

Pursuant to the agreement, if the Company issues any common stock, or rights to acquire common stock at a price less than the Exercise Price, the Exercise Price will be adjusted to the lower price. In addition, the number of shares issuable will be increased such that the aggregate exercise price after adjustment is equal to the aggregate exercise price prior to adjustment.

Subsequent to the issuance of the warrant, the Company completed an equity financing at $1.00 per share. The issuance of the Company’s common shares lowered the Exercise Price of the Investor warrants to $1.00 and increased the number of shares issuable upon exercise of the warrant to 2,132,000 shares. The Company recognized the change in fair value of the warrants of $222,681 as share issuance costs.

Common Stock (continued)

Share Purchase Warrants (continued)

The company has determined that, in accordance with SFAS 133 “Accounting for Derivative Instruments and Fair Value Hedges”, the warrants are not derivative instruments and accordingly guidance in EITF 00-19 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock” relating to net cash settlement versus net share settlement should be followed. The contract permits the Company to settle in unregistered shares, the Company has a sufficient number of un-issued authorized shares available to settle the contract, and there is an explicit limit on the number of shares to be delivered in a share settlement. As the issuance of shares and thus the modification of the exercise price is wholly under the control of the Company and the Company has the ability to control net-settlement, these warrants have been classified as equity and their fair value of $1,338,725 has been recognized as share issuance costs.

In the previous fiscal year, the Company received subscriptions of $3,750 upon the exercise of stock options for 18,750 shares issued during the period ended January 31, 2007.

During the period ended January 31, 2007, the Company issued 173,500 shares upon the exercise of stock options for proceeds of $46,188.

During the period ended January 31, 2007, the Company issued 110,833 shares at $0.80 per share upon the exercise of warrants for proceeds of $88,666.

During the period ended January 31, 2007, the Company issued 110,000 shares at $1.00 per share pursuant to a private placement for cash proceeds of $106,496, net private placement costs of $3,504.

During the period ended January 31, 2007, the Company issued 29,000 shares to a consultant for $60,000 of investor relations services. At January 31, 2007, $32,500 was recorded as general and administrative expenses and $27,500 as prepaid expenses.

Related Party Transactions

Amounts due to/from related parties are unsecured, non-interest bearing and due on demand. Related parties consist of companies controlled or significantly influenced by the President of the Company.

On November 27, 2006, a company with common directors transferred 20,500 shares it holds of the Company to a consultant pursuant to a consulting agreement for services valued at $25,000.

The Company entered into an agreement with a professional law firm (the “Law Firm”) in which a partner of the firm is an Officer and Director of the Company. The Company agreed to pay a cash fee equal to 5% of any financings with parties introduced to the Company by the Law Firm. The Company also agreed to pay an equity fee equal to 5% of the equity issued by the Company to parties introduced by the Law Firm, in the form of options, warrants or common stock. During the nine month period ended January 31, 2007, fees in the aggregate of $87,911 (2005 - $7,925) for legal services have been paid to the Law Firm.

During the period ended January 31, 2007, the value of consulting services of $67,500 (2005 - $67,500) was contributed by the President, CEO and Director of the Company, charged to operations and treated as donated capital.

During the period ended January 31, 2007, the value of consulting services of $22,500 (2005 - $22,500) was contributed by the Vice President and Director of the Company, charged to operations and treated as donated capital.

During the period ended January 31, 2007, the value of consulting services of $22,500 (2005 - $22,500) was contributed by the CFO, COO and Director of the Company, charged to operations and treated as donated capital.

During the period ended January 31, 2007, rent of $3,009 (2005 - $2,342) was paid to a company having common officers and directors.

During the period ended January 31, 2007, project management fees of $22,500 (2005 - $22,500) were paid to a company having common officers and directors.

Commitments

On December 15, 2006, the Company entered an agreement with a company that will design, demonstrate, and deliver a prototype of the Rand Cam / RadMax pump in consideration for $60,000. Pursuant to the agreement the Company must pay $20,000 (paid) upon entering into the agreement, $20,000 upon the start of testing the prototype and $20,000 upon the delivery of the prototype.

On November 17, 2006, the Company entered into a securities purchase agreement with a purchaser (the “Purchaser”) to acquire up to $10,000,000 of the Company’s common stock over a term of 36 months at the discretion of the Company. The Company also issued a warrant to the Purchaser to acquire 1,640,000 shares of common stock with an exercise price of $1.30 per share for five years. Refer to Note 3(c).

On November 13, 2006, the Company entered into a rental agreement for office space in Washington State for a term of one year at a cost of $320 per month.

On November 1, 2006, the Company entered an agreement to employ an individual in the Washington State office at a cost of $7,500 per month.

On August 11, 2006, the Company entered into an agreement with a consulting company to provide corporate, securities, and regulatory management consulting services. Pursuant to the agreement, the Company is required to pay on an hourly basis for services provided at the rate of $60 per hour.

On July 14, 2006, the Company entered into a financial advisory agreement with a consulting company for the provision of consulting services from July 14, 2006 to July 14, 2007 in consideration for $10,000 upon the signing of the agreement (paid), shares with a fair value of $60,000 (issued) and $5,000 per month for ten months.

On November 17, 2006, the Company entered into a Securities Purchase Agreement, whereby an investor agreed to purchase up to $10,000,000 of the Company’s common stock over a term of 36 months at the Company’s discretion. Each purchase will be for a minimum of $150,000 and up to a maximum of the lessor of: $750,000, or 200% of the average weighted volume for the Company’s common stock for the 20 trading days prior to the date of purchase. Each purchase will be at a 15% discount to the market price of the Company’s common stock over the 10 trading days prior to the purchase.

In connection with the equity line of credit, the Company issued to the investor a warrant (“Investor warrant”) to purchase 1,000,000 shares of the Company’s common stock at $1.30 per share (the “Exercise Price”) for 5 years, and to an agent a warrant (”Placement warrant”) to purchase 640,000 shares of the Company’s common stock at $1.30 per share for 5 years. If the Company fails to register the shares issuable upon the exercise of the Investor or Placement warrant, the holder is entitled to exercise the warrant and receive, for no consideration, a certificate equal to the number of shares obtained by subtracting the Exercise Price of the warrant for the volume weighted average price on the trading day immediately preceding the date of such election and multiplying that amount by the number of shares issuable upon the exercise of the warrant.

Pursuant to the agreement, if the Company issues any common stock, or rights to acquire common stock at a price less than the Exercise Price, the Exercise Price will be adjusted to the lower price. In addition, the number of shares issuable will be increased such that the aggregate exercise price after adjustment is equal to the aggregate exercise price prior to adjustment.

The Company filed an SB-2 Registration Statement with the United States Securities and Exchange Commission that was declared effective February 9, 2007, to register shares of common stock potentially issuable under this equity line of credit (6,160,000 shares) and the related warrants (1,640,000 shares).

During the period ended January 31, 2007, the Company issued 110,833 shares at $0.80 per share upon the exercise of warrants for proceeds of $88,666.

During the period ended January 31, 2007, the Company issued 110,000 shares at $1.00 per share pursuant to a private placement for cash proceeds of $106,496, net private placement costs of $3,504.

During the period ended January 31, 2007, the Company issued 29,000 shares to a consultant for $60,000 of investor relations services. At January 31, 2007, $32,500 was recorded as general and administrative expenses and $27,500 as prepaid expenses.

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002

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

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

Reports on Form 8-K

On November 24, 2006, the Company filed a Form 8-K Current Report regarding a Securities Purchase Agreement (the “SPA”) entered into between REGI U.S., Inc. and Dresden Investments Ltd. whereby Dresden agrees to purchase up to $10,000,000 of REGI’s common stock over a term of 36 months at the discretion of the Company.