x
|
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
q
|
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Oregon
|
91-1580146
|
(State or Other Jurisdiction of
|
(I.R.S. Employer
|
incorporation or organization)
|
Identification No)
|
Title of each class
|
Name of each Exchange on which registered:
|
Common
|
NASD Over the Counter Bulletin Board
|
Common
|
Frankfurt Stock Exchange
|
(1)
|
Yes
|
x
|
No
|
(2)
|
Yes
|
x
|
No
|
Large accelerated filer
q
|
Accelerated filer
q
|
Non-accelerated filer
q
|
Smaller reporting company
x
|
Page
|
||
PART I
|
|
|
Item 1
|
Business
|
4
|
Item 1A
|
Risk Factors
|
14
|
Item 1B
|
Unresolved Staff Comments
|
20
|
Item 2
|
Properties
|
20
|
Item 3
|
Legal Proceedings
|
20
|
Item 4
|
(removed and reserved)
|
|
PART II
|
|
|
Item 5
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
20
|
Item 6
|
Selected Financial Data
|
22
|
Item 7
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
22
|
Item 7A
|
Quantitative and Qualitative Disclosure about Market Risk
|
24
|
Item 8
|
Financial Statements and Supplementary Data
|
25
|
Item 9
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
26
|
Item 9A
|
Controls and Procedures
|
26
|
Item 9B
|
Other Information
|
27
|
PART III
|
||
Item 10
|
Directors, Executive Officers and Corporate Governance
|
27
|
Item 11
|
Executive Compensation
|
32
|
Item 12
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
38
|
Item 13
|
Certain Relationships and Related Transactions, and Director Independence
|
41
|
Item 14
|
Principal Accounting Fees and Services
|
44
|
PART IV
|
|
|
Item 15
|
Exhibits, Financial Statement Schedules
|
45
|
Signatures
|
47
|
|
•
|
Familiarization with the RadMax™ Diesel Engine baseline design, including mechanical operation, friction
|
|
•
|
Contributors and sealing approach.
|
|
•
|
Shared understanding of the vane actuation system.
|
|
•
|
Determination of vane loads in compressor and engine applications
|
|
•
|
Preliminary evaluation of thermodynamics and determination of potential hot spots
|
|
•
|
Evaluation of compression ratio, and recommendations for design modifications
|
|
•
|
Assessment of all bearings – main bearings which control all rotating components, linear bearings which control the vane actuators, and journal bearings which facilitate wheel operations on the fixed stators.
|
|
•
|
familiarization with the RadMax Engine baseline design, including mechanical operation, friction;
|
|
•
|
contributors and sealing approach;
|
|
•
|
shared understanding of the vane actuation system;
|
|
•
|
determination of vane loads in compressor and engine applications;
|
|
•
|
preliminary evaluation of thermodynamics and determination of potential hot spots;
|
|
•
|
evaluation of compression ratio, and recommendations for design modifications; and
|
|
•
|
assessment of all bearings – main bearings which control all rotating components, linear bearings which control the vane actuators, and journal bearings which facilitate wheel operations on the fixed stators.
|
|
•
|
All specified material has been ordered
|
|
•
|
All connecting tubes have been final machined to their outside and inside geometric tolerances
|
|
•
|
The connecting tubes have been masked for subcontracted flame spray plating services
|
|
•
|
Each of the 24 vane blocks have been trued, which means three axis sides are perfectly parallel to their opposite sides and perpendicular to each other
|
|
•
|
The outside dimensions of the vane portion has been fabricated in a wire EDM Process
|
|
-
|
The Rotors had completed their first-pass rough turning process within .030-inch of final. As at May 18, 2011, the following Rotor fabrication operations had been completed: Outer surface, Neck, Driveshaft Slot, and Combustion Chamber.
|
|
-
|
The Cams had completed their initial rough turning passes. The reason for the two-pass turning process was because the metal “moves” (stretches or deforms) after the machining process. To maintain our high-tolerance requirements, the two-passes were required.
|
|
-
|
Fabrication of the 24 Vane-Actuator assemblies was complete. This included completion of the Vanes, Connecting Tubes, Axles, Wheels, Wrist Pins, and integration with commercial wheel bearings.
|
|
•
|
the quality and reliability of our products and services;
|
|
•
|
our ability to develop new products and services superior to that of our competitors;
|
|
•
|
our ability to establish licensing relationships and other strategic alliances;
|
|
•
|
our pricing policies and the pricing policies of our competitors;
|
|
•
|
our ability to introduce new products and services before our competitors;
|
|
•
|
our ability to successfully advertise our products and services; and
|
|
•
|
general economic trends.
|
High
$
|
Low
$
|
|
Quarter ended July 31, 2009
|
0.31
|
0.18
|
Quarter ended October 31, 2009
|
0.30
|
0.18
|
Quarter ended January 31, 2010
|
0.28
|
0.18
|
Quarter ended April 30, 2010
|
0.58
|
0.12
|
Quarter ended July 31, 2010
|
0.38
|
0.16
|
Quarter ended October 31, 2010
|
0.30
|
0.18
|
Quarter ended January 31, 2011
|
0.27
|
0.15
|
Quarter ended April 30, 2011
|
0.25
|
0.16
|
High
$
|
Low
$
|
|
February 2011
|
0.25
|
0.17
|
March 2011
|
0.25
|
0.17
|
April 2011
|
0.25
|
0.16
|
May 2011
|
0.23
|
0.04
|
June 2011
|
0.24
|
0.13
|
July 2011
|
0.23
|
0.01
|
|
•
|
Research and development expenses decreased from $190,810 in 2010 to $101,093 in 2011, due to the decrease in required hours by our engineers in 2011.
|
|
•
|
Professional fees including legal, accounting, audit and auditors’ review expenses decreased from $90,885 in 2010 to $58,179 in 2011 due to the Company’s continuing effort in streamlining the operations;
|
|
•
|
Wages and benefits and office administrative expenses of $71,222 in 2010 increased to $81,118 in 2011 largely due to the severance pay in 2011 to one of our former employees.
|
|
•
|
Shareholder communication and investor relations decreased from $68,731 in 2010 to $42,682 in 2011, and
|
|
•
|
travel expenses decreased from $20,040 in 2010 $6,715 in 2011 due to our continuing effort to use more cost efficient communication methods in 2011.
|
Page
|
|
Audited Financial Statements for the Years ended April 30, 2011 and 2010
|
F-1 – F-18
|
|
-
|
Report of Independent Registered Public Accounting Firm dated August 15, 2011
|
|
-
|
Consolidated Balance Sheets as of April 30, 2011 and 2010
|
|
-
|
Consolidated Statements of Expenses for the year ended April 30, 2011 and 2010 and for July 27, 1992 (inception) to April 30, 2011 with July 27, 1992 (inception) to April 30, 2008 unaudited
|
|
-
|
Consolidated Statements of Cash Flows for the year ended April 30, 2011 and 2010 and for July 27, 1992 (inception) to April 30, 2011 with July 27, 1992 (inception) to April 30, 2008 unaudited
|
|
-
|
Consolidated Statements of Stockholders’ Equity (Deficit) from July 27, 1992 (inception) to April 30, 2011 with July 27, 1992 (inception) to April 30, 2008 unaudited
|
|
-
|
Notes to the Consolidated Financial Statements.
|
April 30,
|
||||||||
2011
|
2010
|
|||||||
ASSETS
|
||||||||
Current Assets:
|
||||||||
Cash and cash equivalents
|
$ | 435 | $ | 1,158 | ||||
Due from related parties
|
- | 4,413 | ||||||
Prepaid expenses
|
- | 5,722 | ||||||
Total Assets
|
$ | 435 | $ | 11,293 | ||||
|
||||||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
||||||||
Current Liabilities:
|
||||||||
Bank indebtedness
|
$ | - | $ | 4,736 | ||||
Accounts payable and accrued liabilities
|
185,746 | 179,365 | ||||||
Due to related parties
|
1,306,300 | 1,019,793 | ||||||
Derivative liabilities
|
72,415 | 395,122 | ||||||
Total Current Liabilities
|
1,564,461 | 1,599,016 | ||||||
Stockholders’ Deficit:
|
||||||||
Common stock, 100,000,000 shares authorized, no par value,
|
||||||||
28,749,824 and 28,713,824 shares issued and outstanding,
|
||||||||
respectively
|
9,218,451 | 8,955,571 | ||||||
Deficit accumulated during the development stage
|
(10,782,477 | ) | (10,543,294 | ) | ||||
Total Stockholders’ Deficit
|
(1,564,026 | ) | (1,587,723 | ) | ||||
Total Liabilities and Stockholders’ Deficit
|
$ | 435 | $ | 11,293 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
|
July 27, 1992
|
||||||||||||
Years Ended
|
(Inception)
|
|||||||||||
April 30,
|
Through
|
|||||||||||
2011
|
2010
|
April 30, 2011
|
||||||||||
(Unaudited)
|
||||||||||||
Operating Expenses:
|
||||||||||||
Amortization
|
$ | - | $ | - | $ | 130,533 | ||||||
General and administrative
|
460,797 | 914,905 | 8,557,424 | |||||||||
Impairment loss
|
- | - | 72,823 | |||||||||
Gain on settlement of accounts payable
|
- | - | (200,351 | ) | ||||||||
Research and development
|
101,093 | 190,810 | 4,530,329 | |||||||||
Loss from operations
|
(561,890 | ) | (1,105,715 | ) | (13,090,758 | ) | ||||||
Other loss
|
||||||||||||
Gain (loss) on change in fair value of derivative liabilities
|
322,707 | (114,634 | ) | 208,073 | ||||||||
Net Loss
|
$ | (239,183 | ) | $ | (1,220,349 | ) | $ | (12,882,685 | ) | |||
Net loss per share – basic and diluted
|
$ | (0.01 | ) | $ | (0.04 | ) | ||||||
Weighted average shares outstanding – basic and diluted
|
28,731,000 | 28,269,000 | ||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
|
July 27, 1992
|
||||||||||||
Years Ended
|
(Inception)
|
|||||||||||
April 30,
|
Through
|
|||||||||||
2011
|
2010
|
April 30, 2011
|
||||||||||
(Unaudited)
|
||||||||||||
Cash flows from operating activities:
|
||||||||||||
Net Loss
|
$ | (239,183 | ) | $ | (1,220,349 | ) | $ | (12,882,685 | ) | |||
Adjustments to reconcile loss to net cash
|
||||||||||||
used by operating activities:
|
||||||||||||
Amortization
|
- | - | 130,533 | |||||||||
Donated services
|
150,000 | 150,000 | 1,447,500 | |||||||||
Impairment loss
|
- | - | 72,823 | |||||||||
Shares issued for services
|
46,800 | 195,800 | 393,800 | |||||||||
Options issued for services
|
66,080 | 316,979 | 1,440,294 | |||||||||
Amortization of deferred compensation
|
- | - | 373,795 | |||||||||
Gain on settlement of accounts payable
|
- | - | (200,351 | ) | ||||||||
Loss (gain) on change in fair value of derivative liability
|
(322,707 | ) | 114,634 | (208,073 | ) | |||||||
Write-off of intellectual property
|
- | - | 578,509 | |||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Accounts receivable
|
- | - | (3,000 | ) | ||||||||
Prepaid expenses
|
5,722 | (1,222 | ) | - | ||||||||
Accounts payable and accrued liabilities
|
6,381 | 25,047 | 394,253 | |||||||||
Net cash used in operating activities
|
(286,907 | ) | (419,111 | ) | (8,462,602 | ) | ||||||
Cash flows from investing activities:
|
||||||||||||
Patent protection costs
|
- | - | (38,197 | ) | ||||||||
Advances to related parties
|
- | - | (260,136 | ) | ||||||||
Collection of advances to related parties
|
4,413 | 255,723 | 260,136 | |||||||||
Purchase of equipment
|
- | - | (198,419 | ) | ||||||||
Net cash provided by (used in) investing activities
|
4,413 | 255,723 | (236,616 | ) | ||||||||
Cash flows from financing activities
|
||||||||||||
Advances from related parties
|
286,507 | 156,599 | 1,617,547 | |||||||||
Bank indebtedness
|
(4,736 | ) | 2,947 | - | ||||||||
Proceeds from convertible debentures
|
- | - | 5,000 | |||||||||
Proceeds from the exercise of options
|
- | 5,000 | 5,000 | |||||||||
Proceeds from the sale of common stock
|
- | - | 7,072,106 | |||||||||
Net cash provided by financing activities
|
281,771 | 164,546 | 8,699,653 | |||||||||
Net increase (decrease) in cash and cash equivalents
|
(723 | ) | 1,158 | 435 | ||||||||
Cash and cash equivalents, beginning of period
|
1,158 | - | - | |||||||||
Cash and cash equivalents, end of period
|
$ | 435 | $ | 1,158 | $ | 435 | ||||||
Supplemental Disclosures:
|
||||||||||||
Interest paid
|
$ | - | $ | - | $ | - | ||||||
Income tax paid
|
- | - | - | |||||||||
Non-Cash Investing and Financing Activities:
|
||||||||||||
Cumulative effect of change in accounting principal
|
$ | - | $ | 280,488 | $ | 280,488 | ||||||
Warrants issued for equity line of credit
|
- | - | 1,561,406 | |||||||||
Shares issued to settle debt
|
- | - | 496,000 | |||||||||
Shares issued for convertible debenture
|
- | - | 5,000 | |||||||||
Shares issued for intellectual property
|
- | - | 345,251 | |||||||||
Affiliate’s shares issued for intellectual property
|
- | - | 200,000 | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
|
Deficit
|
||||||||||||||||||||||||
Accumulated
|
Total
|
|||||||||||||||||||||||
Common
|
During the
|
Stockholders’
|
||||||||||||||||||||||
Common Stock
|
Stock
|
Deferred
|
Development
|
Equity
|
||||||||||||||||||||
Shares
|
Amount
|
Subscribed
|
Compensation
|
Stage
|
(Deficit)
|
|||||||||||||||||||
Balances – July 27, 1992 (Inception)
|
- | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||
Stock issued for intellectual property
|
5,700,000 | 57,000 | - | - | - | 57,000 | ||||||||||||||||||
Stock issued for cash
|
300,000 | 3,000 | - | - | - | 3,000 | ||||||||||||||||||
Net loss
|
- | - | - | - | (23,492 | ) | (23,492 | ) | ||||||||||||||||
Balances – April 30, 1993
|
6,000,000 | 60,000 | - | - | (23,492 | ) | 36,508 | |||||||||||||||||
Stock issued for cash pursuant to a
|
||||||||||||||||||||||||
public offering
|
500,000 | 500,000 | - | - | - | 500,000 | ||||||||||||||||||
Net loss
|
- | - | - | - | (394,263 | ) | (394,263 | ) | ||||||||||||||||
Balances – April 30, 1994
|
6,500,000 | 560,000 | - | - | (417,755 | ) | 142,245 | |||||||||||||||||
Stock issued for cash pursuant to:
|
||||||||||||||||||||||||
Options exercised
|
10,000 | 1,000 | - | - | - | 1,000 | ||||||||||||||||||
Private placement
|
250,000 | 562,500 | - | - | - | 562,500 | ||||||||||||||||||
Warrants exercised
|
170,200 | 213,000 | - | - | - | 213,000 | ||||||||||||||||||
Net loss
|
- | - | - | - | (1,225,743 | ) | (1,225,743 | ) | ||||||||||||||||
Balances – April 30, 1995
|
6,930,200 | 1,336,500 | - | - | (1,643,498 | ) | (306,998 | ) | ||||||||||||||||
Stock issued for cash pursuant to:
|
||||||||||||||||||||||||
Options exercised
|
232,500 | 75,800 | - | - | - | 75,800 | ||||||||||||||||||
Warrants exercised
|
132,200 | 198,300 | - | - | - | 198,300 | ||||||||||||||||||
A private offering
|
341,000 | 682,000 | - | - | - | 682,000 | ||||||||||||||||||
Net loss
|
- | - | - | - | (796,905 | ) | (796,905 | ) | ||||||||||||||||
Balances – April 30, 1996
|
7,635,900 | 2,292,600 | - | - | (2,440,403 | ) | (147,803 | ) | ||||||||||||||||
Stock issued for cash pursuant to:
|
||||||||||||||||||||||||
Options exercised
|
137,000 | 13,700 | - | - | - | 13,700 | ||||||||||||||||||
Warrants exercised
|
185,400 | 278,100 | - | - | - | 278,100 | ||||||||||||||||||
Private placements
|
165,000 | 257,500 | - | - | - | 257,500 | ||||||||||||||||||
Net loss
|
- | - | - | - | (510,184 | ) | (510,184 | ) | ||||||||||||||||
Balances – April 30, 1997
|
8,123,300 | 2,841,900 | - | - | (2,950,587 | ) | (108,687 | ) | ||||||||||||||||
Stock issued for cash pursuant to:
|
||||||||||||||||||||||||
Options exercised
|
50,000 | 5,000 | - | - | - | 5,000 | ||||||||||||||||||
A units offering
|
500,000 | 500,000 | - | - | - | 500,000 | ||||||||||||||||||
Stock issued for acquisition of
|
||||||||||||||||||||||||
AVFS rights
|
400,000 | 288,251 | - | - | - | 288,251 | ||||||||||||||||||
Stock issued for services
|
125,000 | 170,250 | - | - | - | 170,250 | ||||||||||||||||||
Stock issued to settle an accrued
|
||||||||||||||||||||||||
liability
|
50,000 | 25,000 | - | - | - | 25,000 | ||||||||||||||||||
Net loss
|
- | - | - | - | (580,901 | ) | (580,901 | ) | ||||||||||||||||
Balances – April 30, 1998
|
9,248,300 | 3,830,401 | - | - | (3,531,488 | ) | 298,913 | |||||||||||||||||
Stock issued for services
|
100,000 | 71,046 | - | - | - | 71,046 | ||||||||||||||||||
Net loss
|
- | - | - | - | (397,924 | ) | (397,924 | ) | ||||||||||||||||
Balances – April 30, 1999
|
9,348,300 | 3,901,447 | - | - | (3,929,412 | ) | (27,965 | ) | ||||||||||||||||
Stock issued for cash pursuant to:
|
||||||||||||||||||||||||
A private placement
|
852,101 | 639,075 | - | - | - | 639,075 | ||||||||||||||||||
Cash commission paid
|
- | (47,607 | ) | - | - | - | (47,607 | ) |
Warrants exercised
|
17,334 | 17,334 | - | - | - | 17,334 | ||||||||||||||||||
Stock-based compensation
|
- | 15,417 | - | - | - | 15,417 | ||||||||||||||||||
Net loss
|
- | - | - | - | (413,495 | ) | (413,495 | ) | ||||||||||||||||
Balances – April 30, 2000
|
10,217,735 | 4,525,666 | - | - | (4,342,907 | ) | 182,759 | |||||||||||||||||
Stock issued for cash pursuant to
|
||||||||||||||||||||||||
warrants exercised
|
4,000 | 2,000 | - | - | - | 2,000 | ||||||||||||||||||
Stock-based compensation
|
- | 18,500 | - | - | - | 18,500 | ||||||||||||||||||
Stock to be issued
|
- | - | 72,000 | - | - | 72,000 | ||||||||||||||||||
Net loss
|
- | - | - | - | (808,681 | ) | (808,681 | ) | ||||||||||||||||
Balances – April 30, 2001
|
10,221,735 | 4,546,166 | 72,000 | - | (5,151,588 | ) | (533,422 | ) | ||||||||||||||||
Stock issued for cash pursuant to a
|
||||||||||||||||||||||||
private placement
|
1,066,200 | 266,550 | (72,000 | ) | - | - | 194,550 | |||||||||||||||||
Amount receivable
|
- | (3,000 | ) | - | - | - | (3,000 | ) | ||||||||||||||||
Stock-based compensation
|
- | 3,083 | - | - | - | 3,083 | ||||||||||||||||||
Net loss
|
- | - | - | - | (156,090 | ) | (156,090 | ) | ||||||||||||||||
Balances – April 30, 2002
|
11,287,935 | 4,812,799 | - | - | (5,307,678 | ) | (494,879 | ) | ||||||||||||||||
Stock issued to settle debt
|
6,100,000 | 305,000 | - | - | - | 305,000 | ||||||||||||||||||
Stock issued for services
|
250,000 | 16,500 | - | - | - | 16,500 | ||||||||||||||||||
Stock issued for convertible
|
||||||||||||||||||||||||
debenture
|
50,000 | 5,000 | - | - | - | 5,000 | ||||||||||||||||||
Stock to be issued
|
- | - | 25,968 | - | - | 25,968 | ||||||||||||||||||
Donated consulting services
|
- | 187,500 | - | - | - | 187,500 | ||||||||||||||||||
Net loss
|
- | - | - | - | (220,972 | ) | (220,972 | ) | ||||||||||||||||
Balances – April 30, 2003
|
17,687,935 | 5,326,799 | 25,968 | - | (5,528,650 | ) | (175,883 | ) | ||||||||||||||||
Donated consulting services
|
- | 210,000 | - | - | - | 210,000 | ||||||||||||||||||
Stock issued for cash pursuant to a
|
||||||||||||||||||||||||
private placement
|
173,120 | 25,968 | (25,968 | ) | - | - | - | |||||||||||||||||
Stock issued for cash pursuant to:
|
||||||||||||||||||||||||
Warrants exercised
|
550,000 | 86,000 | - | - | - | 86,000 | ||||||||||||||||||
Stock options exercised
|
100,000 | 20,000 | - | - | - | 20,000 | ||||||||||||||||||
Stock-based compensation
|
- | 78,184 | - | (78,184 | ) | - | - | |||||||||||||||||
Stock issued for services
|
400,000 | 92,000 | - | (92,000 | ) | - | - | |||||||||||||||||
Stock issued to settle debt
|
3,320,000 | 166,000 | - | - | - | 166,000 | ||||||||||||||||||
Deferred compensation
|
- | - | - | 142,355 | - | 142,355 | ||||||||||||||||||
Net loss
|
- | - | - | - | (609,913 | ) | (609,913 | ) | ||||||||||||||||
Balances – April 30, 2004
|
22,231,055 | 6,004,951 | - | (27,829 | ) | (6,138,563 | ) | (161,441 | ) | |||||||||||||||
Stock issued for services
|
150,000 | 24,000 | - | (24,000 | ) | - | - | |||||||||||||||||
Stock issued for cash pursuant to:
|
||||||||||||||||||||||||
Options exercised
|
133,750 | 29,750 | - | - | - | 29,750 | ||||||||||||||||||
Warrants exercised
|
173,120 | 34,624 | - | - | - | 34,624 | ||||||||||||||||||
Private placement
|
1,032,800 | 258,200 | - | - | - | 258,200 | ||||||||||||||||||
Stock-based compensation
|
- | 23,304 | - | - | - | 23,304 | ||||||||||||||||||
Donated consulting services
|
- | 150,000 | - | - | - | 150,000 | ||||||||||||||||||
Deferred compensation
|
- | - | - | 38,829 | - | 38,829 | ||||||||||||||||||
Net loss
|
- | - | - | - | (584,889 | ) | (584,889 | ) | ||||||||||||||||
Balances – April 30, 2005
|
23,720,725 | 6,524,829 | - | (13,000 | ) | (6,723,452 | ) | (211,623 | ) | |||||||||||||||
Re-class deferred compensation to
|
||||||||||||||||||||||||
common stock
|
- | (13,000 | ) | - | 13,000 | - | - | |||||||||||||||||
Stock issued for cash pursuant to:
|
||||||||||||||||||||||||
Options exercised
|
212,000 | 53,313 | - | - | - | 53,313 | ||||||||||||||||||
Warrants exercised
|
406,400 | 142,240 | - | - | - | 142,240 | ||||||||||||||||||
Private placement
|
1,500,000 | 881,088 | - | - | - | 881,088 | ||||||||||||||||||
Common stock subscribed
|
- | - | 3,750 | - | - | 3,750 | ||||||||||||||||||
Stock-based compensation
|
- | 124,793 | - | - | - | 124,793 |
Recurring Fair Value Measures
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
April 30, 2011
|
||||||||||||||||
LIABILITIES:
|
||||||||||||||||
Derivative liabilities
|
$ | - | $ | - | $ | 72,415 | $ | 72,415 | ||||||||
April 30, 2010
|
||||||||||||||||
LIABILITIES:
|
||||||||||||||||
Derivative liabilities
|
$ | - | $ | - | $ | 395,122 | $ | 395,122 |
Year Ended April 30,
|
||||||||
2011
|
2010
|
|||||||
Fair value at beginning of period
|
$ | 395,122 | $ | 280,488 | ||||
Unrealized (gain) loss included in other income (expenses)
|
(322,707 | ) | 114,634 | |||||
Fair value at end of period
|
$ | 72,415 | $ | 395,122 |
|
i)
|
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”.
|
|
ii)
|
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”.
|
|
iii)
|
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”.
|
|
iv)
|
The fourth and final 25% of the option may be exercised at any time after 90 days from the date of the Third Exercise.
|
|
v)
|
The options expire 60 months from the date of grant.
|
|
i)
|
Up to 25% of the option may be exercised 90 days after the grant of the option.
|
|
ii)
|
The second 25% of the option may be exercised at any time after 1 year and 90 days after the grant of the option.
|
|
iii)
|
The third 25% of the option may be exercised at any time after 2 years and 90 days after the grant of the option.
|
|
iv)
|
The fourth and final 25% of the option may be exercised at any time after 3 years and 90 days after the grant of the option.
|
|
v)
|
The options expire 60 months from the date of grant.
|
April 30,
|
||||||
2011
|
2010
|
|||||
Risk free interest rate
|
0.95%
|
0.51% - 2.54%
|
||||
Expected life
|
0.02 – 5.02 years
|
0.5 – 5.0 years
|
||||
Annualized volatility
|
41% - 160%
|
146% - 192%
|
||||
Expected dividends
|
-
|
-
|
April 30, 2011
|
April 30, 2010
|
|||||||||||||||
Weighted
|
Weighted
|
|||||||||||||||
Average
|
Average
|
|||||||||||||||
Exercise
|
Exercise
|
|||||||||||||||
Options
|
Price
|
Options
|
Price
|
|||||||||||||
Outstanding at beginning of period
|
1,192,000 | $ | 0.54 | 1,128,000 | $ | 0.57 | ||||||||||
Granted
|
- | - | 100,000 | 0.50 | ||||||||||||
Exercised
|
(36,000 | ) | 1.30 | (36,000 | ) | 1.30 | ||||||||||
Expired
|
- | - | - | - | ||||||||||||
Cancelled
|
- | - | - | - | ||||||||||||
Outstanding at end of period
|
1,156,000 | $ | 0.52 | 1,192,000 | $ | 0.54 | ||||||||||
Exercisable at end of period
|
968,500 | $ | 0.54 | 753,750 | $ | 0.56 | ||||||||||
Weighted average fair value of options granted
|
$ | - | $ | 0.31 |
April 30, 2011
|
April 30, 2010
|
|||||||||||||||
Weighted
|
Weighted
|
|||||||||||||||
Average
|
Average
|
|||||||||||||||
Exercise
|
Exercise
|
|||||||||||||||
Warrants
|
Price
|
Warrants
|
Price
|
|||||||||||||
Outstanding at beginning of period
|
3,592,950 | $ | 1.15 | 3,667,950 | $ | 1.15 | ||||||||||
Granted or issued
|
- | - | 100,000 | 0.25 | ||||||||||||
Exercised
|
- | - | (30,000 | ) | 0.37 | |||||||||||
Expired
|
(75,000 | ) | 2.20 | (145,000 | ) | 0.61 | ||||||||||
Outstanding at end of period
|
3,517,950 | $ | 1.13 | 3,592,950 | $ | 1.15 | ||||||||||
Exercisable at end of period
|
3,155,450 | $ | 1.15 | 3,174,200 | $ | 1.15 | ||||||||||
Weighted average fair value of warrants granted
|
$ | - | $ | 0.15 |
April 30,
|
||||||||
2011
|
2010
|
|||||||
Net operating loss carry forward
|
$ | 9,815,754 | $ | 9,516,745 | ||||
Deferred tax asset
|
$ | 3,435,514 | $ | 3,330,861 | ||||
Less: Valuation allowance
|
(3,435,514 | ) | (3,330,861 | ) | ||||
Net deferred tax asset
|
$ | - | $ | - |
|
(1)
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
|
|
(2)
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and
|
|
(3)
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of our assets that could have a material effect on the financial statements.
|
Name
|
Age
|
Position
|
John G. Robertson
|
70
|
Director, Chairman of the Board of Directors, President and Chief Executive Officer
|
Jennifer Lorette
|
39
|
Resigned as director and Vice President on August 9, 2011
|
James Vandeberg
|
67
|
Director, Chief Operating Officer and Chief Financial Officer
|
Thomas Robertson
|
52
|
Director
|
Brian Cherry
|
71
|
Vice President
|
Robert Grisar
|
65
|
Vice President of Engineering
|
(1)
|
filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or present of such a person, or any partnership in which he was a general partner at or within two yeas before the time of such filing, or any corporation or business association of which he was an executive officer within two years before the time of such filing;
|
(2)
|
was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
|
(3)
|
was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodity laws;
|
(4)
|
was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity;
|
(5)
|
was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law and the judgment in subsequently reversed, suspended or vacate;
|
(6)
|
was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
|
(7)
|
was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any Federal or State securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;
|
(8)
|
was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
|
Non-equity incentive plan compensation
($)
|
||||||||||
Name and Principal Position
|
Year Ended
April 30
|
Salary
($)
|
Bonus
($)
|
Share- based Awards
($)
|
Option- Based Awards
($)
(6)
|
Annual incen-
tive plans
($)
|
Long-term incentive plans
($)
|
Pension value
($)
|
All other
Compen-sation
($)
(5)
|
Total
compensation
($)
|
John G. Robertson, CEO(1)(2)(3)
|
2011
2010
2009
|
Nil
Nil
Nil
|
Nil
Nil
Nil
|
Nil
Nil
Nil
|
Nil
16,074
130,753
|
Nil
Nil
Nil
|
Nil
Nil
Nil
|
Nil
Nil
Nil
|
30,000
30,000
30,000
|
30,000
36,074
160,753
|
James Vandeberg
, CFO(4)(5)
|
2011
2010
2009
|
Nil
Nil
Nil
|
Nil
Nil
Nil
|
Nil
Nil
Nil
|
Nil
3,215
26,151
|
Nil
Nil
Nil
|
Nil
Nil
Nil
|
Nil
Nil
Nil
|
Nil
Nil
Nil
|
Nil
3,215
26,151
|
|
(1)
|
Mr. Robertson is also a director and does not receive compensation in that capacity. See “Director Compensation – Narrative Discussion”.
|
|
(2)
|
Access Information Services, Inc., a Washington corporation which is owned and controlled by the Robertson Family Trust, received or is to receive $2,500 per month from us for management services provided to us. Mr. Robertson is a trustee of the Robertson Family Trus
t.
This amounts for fiscal 2010 and 2011 are accrued but not paid.
|
|
(3)
|
Mr. Robertson’s option-based awards granted during 2007 consisted of 500,000 stock options which were granted on April 12, 2007 at an exercise price of $1.30 and fair value of $0.849 per option. These options were re-priced on February 19, 2010 to exercise price of $0.50 with additional value of $0.04 per option resulting from the re-pricing.
|
|
(4)
|
Mr. Vandeberg is also a director and does not receive compensation in that capacity. See “Director Compensation – Narrative Discussion”
|
|
(5)
|
Mr. Vandeberg’s option-based awards granted during 2007 consisted of 100,000 stock options which were granted on April 12, 2007 at an exercise price of $1.30 and fair value of $0.849 per option. These options were re-priced on February 19, 2010 to exercise price of $0.50 with additional value of $0.04 per option resulting from the re-pricing.
|
|
(6)
|
The value of perquisites received by each of the NEOs, including property or other personal benefits provided to the NEOs that are not generally available to all employees, were not, in the aggregate, greater than $50,000 or 10% of the NEOs total salary for the financial year.
|
|
(7)
|
The valuation of the fair value of the options at the time of the grant is based on the Black Scholes model and includes the following assumptions; weighted average risk free rate, weighted average expected life, expected volatility and dividend yield.
|
Option-based Awards
|
Stock-based Awards
|
|||||
Name
|
Number of
securities underlying unexercised options
(#)
|
Option exercise price
($)
|
Option expiration date
|
Value of unexercised in-the-money options
($)
|
Number of shares or units of shares that have not vested
(#)
|
Market or payout value of share-based awards that have not vested
($)
|
John Robertson
|
500,000
|
0.50
|
April 12, 2012
|
N/A
|
29,958
|
25,434
|
James Vandeberg
|
100,000
|
0.50
|
April 12, 2012
|
N/A
|
5,992
|
5,087
|
Non-equity incentive plan compensation
($)
|
|||||||||
Name and Principal Position
|
Year Ended
April 30
|
Salary
($)
|
Share- based Awards
($)
|
Option- Based Awards
($)
(6)
|
Annual incentive plans
($)
|
Long-term incen-tive plans
|
Pension value
($)
|
All other
Compen-sation
($)
|
Total
compensation
($)
|
|
(1)
|
Mr. Robertson is also an NEO and indirectly receives or accrues compensation in that capacity. See “Executive Compensation – Narrative Discussion”.
|
|
(2)
|
Mr. Robertson did not receive option-based awards in his capacity as a director.
|
|
(3)
|
Mr. Vandeberg does not receive any compensation in his capacity as a director, nor any option-based awards in his capacity as a director.
|
|
(4)
|
Ms. Lorette does not receive option-based awards in her capacity as a director.
|
|
(5)
|
Mr. Thomas Robertson was appointed to the Board of Directors during fiscal 2010.
|
|
(6)
|
The valuation of the fair value of the options at the time of the grant is based on the Black Scholes model and includes the following assumptions; weighted average risk free rate, weighted average expected life, expected volatility and dividend yield.
|
Option-based Awards
|
Stock-based Awards
|
|||||
Name
|
Number of securities underlying unexercised options
(#)
|
Option exercise price
($)
|
Option expiration date
|
Value of unexercised in-the-money options
($)
|
Number of shares or units of shares that have not vested
(#)
|
Market or payout value of share-based awards that have not vested
($)
|
John G. Robertson
|
500,000
|
$0.50
|
April 12, 2012
|
Zero
|
Zero
|
Zero
|
Jennifer Lorette
(resigned as director on August 9, 2011)
|
100,000
75,000
50,000
|
$0.50
$0.20
$0.45
|
April 12, 2012
May 10, 2012
May 27, 2015
|
Zero
Zero
Zero
|
Zero
56,250
37,500
|
Zero
Zero
Zero
|
James Vandeberg
|
100,000
|
$0.50
|
April 12, 2012
|
Zero
|
Zero
|
Zero
|
Thomas Robertson
|
50,000
|
$0.50
|
February 19, 2015
|
Zero
|
37,500
|
Zero
|
Name
|
Securities Under Options Granted
(1)
(#)
|
% of Total Options Granted in Financial Year
(2)
(%)
|
Exercise or Base Price
(3)
($/Security)
|
Market Value of Securities Underlying Options on Date of Grant
($/Security)
|
Expiration Date
|
Directors as a group who are not Named Executive Officers
|
Nil
|
Nil%
|
$nil
|
$nil
|
N/A
|
|
(1)
|
All options are for the Company’s Common Shares.
|
|
(2)
|
Percentage of all options granted in the year.
|
|
(3)
|
The exercise price of the option is set at not less than the market value of the Company’s Common Shares on the date of grant.
|
Plan Category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
Weighted-average exercise price of outstanding options, warrants and rights (3)(4)
|
Number of securities remaining available for future issuance under equity compensation plans
|
Equity compensation plans approved by security holders:
|
|||
1993 Stock Option Plan (as amended December 5, 2000) (1) and 2007 Stock Option Plan (2)
|
1,156,000
|
$0.52
|
1,344,000
|
Equity compensation plans not approved by security holders
|
N/a
|
N/a
|
N/a
|
|
(1)
|
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, consultants and employees.
|
|
(2)
|
The Company has a Stock Option Plan to issue up to 2,000,000 shares to certain key directors and employees, approved April 12, 2007. Pursuant to the Plan, the Company has granted stock options to certain directors, consultants and employees.
|
|
(3)
|
The price reflects the weighted average exercise price of those options which are outstanding.
|
|
(4)
|
The weighted average exercise price of those options which are exercisable (753,750 options) is $0.56.
|
(i)
|
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”.
|
(ii)
|
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”.
|
(iii)
|
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”
|
(iv)
|
The fourth and final 25% of the option may be exercised at any time after 90 days from the date of the Third Exercise.
|
(v)
|
The options expire sixty months from the date of grant.
|
(i)
|
Up to 25% of the option may be exercised 90 days after the grant of the option.
|
(ii)
|
The second 25% of the option may be exercised at any time after 1 year and 90 days after the grant of the option.
|
(iii)
|
The third 25% of the option may be exercised at any time after 2 years and 90 days after the grant of the option.
|
(iv)
|
The fourth and final 25% of the option may be exercised at any time after 3 years and 90 days after the grant of the option.
|
(v)
|
The options expire 60 months from the date of grant.
|
Name
|
Shares Owned
|
Percentage of Shares Owned
|
|
John G. Robertson, Chairman of the Board of Directors, President, Chief Executive Officer and Director (1) (2)(4)(9)
|
4,519,661
|
15.72%
|
|
James McCann (3)
|
796,483
|
2.27%
|
|
Rand Energy Group Inc. (4)
|
796,483
|
2.27%
|
|
Jennifer Lorette, former Vice President and Director (5)
|
255,400
|
*
|
|
James Vandeberg, Chief Operating Officer and Director (6)
|
100,000
|
*
|
|
Thomas Robertson
|
12,500
|
*
|
|
Lynn Petersen (7)
|
105,000
|
*
|
|
Robert Grisar, Vice President (8)
|
116,000
|
*
|
|
Brian Cherry, Vice President of the RadMax® Engine Technology Projects
|
Nil
|
*
|
|
Reg Technologies Inc.(9)
|
3,040,000
|
10.57%
|
|
ALL EXECUTIVE OFFICERS & DIRECTORS AS A GROUP (FOUR
INDIVIDUALS)
|
9,484,127
|
19.63%
|
|
|
(a)
|
On March 31, 1994, we entered into a management agreement with Access Information Services, Inc., a Washington corporation, which is owned and controlled by the Robertson Family Trust. A management fee of $2,500 per month is accrued for the provision of certain management, administrative, and financial services. There is no termination or change of control provision. The fees for the years ended April 2010 and 2011 are accrued and not paid.
|
|
(b)
|
The Company entered into an agreement with the CEO and a 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 this director. 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 year ended April 30, 2011, fees in the aggregate of $1,489 (2010 - $2,407) for legal services have been paid to the Law Firm.
|
|
-
|
During year ended April 30, 2011, Mr. John Robertson, the President, CEO and director of REGI provided consulting services to REGI. These services were valued at $90,000, which was accounted for as donated capital and charged to expense during the period. The same amount was recorded in the year ended April 30, 2010.
|
|
-
|
During year ended April 30, 2011, Mr. Brian Cherry, the Vice President and director of REGI provided consulting services to REGI. These services were valued at $30,000, which was accounted for as donated capital and charged to expense during the period. The same amount was recorded in the year ended April 30, 2010.
|
|
-
|
During year ended April 30, 2011, Mr. James
Vandeberg
, the CFO, COO and director of REGI provided consulting services to REGI. These services were valued at $30,000, which was accounted for as donated capital and charged to expense during the period. The same amount was recorded in the year ended April 30, 2010.
|
|
-
|
REGI currently utilizes office space in a commercial business park building located in Richmond, British Columbia, Canada, a suburb of Vancouver, shared by several companies related by common officers and directors. REGI does not pay rent for this office space.
|
April 30, 2010
|
(Repayment)/
Loan in Year
|
April 30, 2011
|
||||||||||
Due from Linux Gold Corp.
|
$ | (933 | ) | 933 | $ | - | ||||||
Due from IAS Energy, Inc.
|
(3,480 | ) | 3,480 | - | ||||||||
Due to Vandeberg Law Group PLLC
|
3,972 | (3,972 | ) | - | ||||||||
Due to IAS Energy, Inc.
|
- | 7,541 | 7,541 | |||||||||
Due to Reg Technologies and its subsidiary Rand Energy Group Inc.
|
569,991 | 226,979 | 796,970 | |||||||||
Due to SMR Investments Ltd.
|
50,715 | - | 50,715 | |||||||||
Due to John Robertson
|
31,444 | 11,000 | 42,444 | |||||||||
Due to Information Highway Inc.
|
18,892 | - | 18,892 | |||||||||
Due to JGR Petroleum
|
86,413 | 4,959 | 91,372 | |||||||||
Due to KLR Petroleum Inc.
|
21,038 | 9,000 | 30,038 | |||||||||
Due to Teryl Resources Corp.
|
28,600 | - | 28,600 | |||||||||
Due to Access Information Inc.
|
117,828 | 31,000 | 148,828 | |||||||||
Due to Rainbow Networks
|
21,000 | - | 21,000 | |||||||||
Due to Imaging Tech
|
69,900 | - | 69,900 | |||||||||
$ | 1,015,380 | 290,920 | $ | 1,306,300 |
Type of Services Rendered
|
2011
|
2010
|
||||||
(a) Audit Fees
|
$ | 16,800 | $ | 19,300 | ||||
(b) Audit-Related Fees
|
$ | - | $ | - | ||||
(c) Tax Fees
|
$ | - | $ | 4,000 |
Number
|
Description
|
|
3.1
|
Articles of Incorporation
|
(1)
|
3.2
|
Article of Amendment changing name to REGI U.S., Inc.
|
(2)
|
3.3
|
By-laws
|
(1)
|
3.4
|
Articles of Amendment Increasing Authorized Capital to 50,000,000 December 2003
|
(7)
|
3.5
|
Articles of Amendment Increasing Authorized Capital to 100,000,000 May 2007
|
(8)
|
4.1
|
Specimen Share Certificate
|
(1)
|
4.2
|
Specimen Warrant Certificate
|
(1)
|
10.1
|
Consulting Agreement, dated December 1, 1999, between REGI U.S., Inc. and Patrick Badgley
|
(3)
|
10.2
|
Special Service Proposal, dated December 21, 1999, between REGI U.S. and ColTec, Inc.
|
(3)
|
10.3
|
Agreement between ColTec and REGI dated October 2000
|
(4)
|
10.4
|
Agreement between REGI and Advanced Ceramics Research dated March 20, 2002
|
(5)
|
10.5
|
License Agreement between Rand Energy Group, Inc., and Reg Technologies, Inc. REGI U.S., Inc. and Radian Incorporated made as of April 24, 2002
|
(5)
|
10.6
|
Agreement between REGI U.S., Inc. and Rotary Power Generation, Incorporated made as of April 22, 2002
|
(6)
|
10.7
|
Amendment to Agreement between REGI U.S., Inc. and Rotary Power Generation, Incorporated made as of April 2, 2003
|
(6)
|
10.8
|
Management Agreement with Access Information Services, Inc., dated January 2, 1993 in the name of Sky Technologies, Inc. (the Company’s previous name)
|
(9)
|
10.9
|
Engagement Letter with The Otto Law Group, dated August 4, 2004
|
(9)
|
10.10
|
Project Cost Sharing Agreement with Reg Technologies Inc.
|
(9)
|
14.1
|
Code of Business Conduct and Ethics
|
(10)
|
21.1
|
List of Subsidiaries
|
(7)
|
23.1
|
Consent of Independent Auditors (Malone Bailey LLP)
|
(10)
|
31.1
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
(10)
|
31.2
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
(10)
|
32.1
|
Certification of John G. Robertson, President and Chief Executive Officer (Principal Executive Officer), pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
(10)
|
32.2
|
Certification of James Vandeberg, Chief Operating Officer and 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
|
(10)
|
(1)
|
Incorporated by reference from Form 10-SB Registration Statement filed April 26, 1994.
|
(2)
|
Incorporated by reference from 10-Q Report for the quarter ended 7-30-94.
|
(3)
|
Incorporated by reference from our 10-KSB for the fiscal year ended April 30, 2000.
|
(4)
|
Incorporated by reference from our 10-KSB for the fiscal year ended April 30, 2001
|
(5)
|
Incorporated by reference from our 10-KSB for the fiscal year ended April 30, 2002
|
(6)
|
Incorporated by reference from our 10-KSB for the fiscal year ended April 30, 2003
|
(7)
|
Incorporated by reference from our 10-KSB for the fiscal year ended April 30, 2007
|
(8)
|
Incorporated by reference from our 10-KSB for the fiscal year ended April 30, 2008
|
(9)
|
Incorporated by reference from our Form 10-K Amendment for the fiscal year ended April 30, 2010 filed on May 13, 2011
|
(10)
|
Incorporated herein
|
Signature
|
Title
|
Date
|
|
/s/ John G. Robertson
(John G. Robertson)
|
Chairman of the Board, President, Chief Executive Officer and Director
|
August 15, 2011
|
|
/s/ James Vandeberg
(James Vandeberg)
|
Chief Operating Officer, Chief Financial Officer and Director
|
August 15, 2011
|
|
/s/ Thomas Robertson
(Thomas Robertson)
|
Director
|
August 15, 2011
|
|
|
Exhibit 14.1
|
|
1.
|
I have reviewed this annual report on Form 10-K for the fiscal year ended April 30, 2011 of REGI U.S., INC. (the “company”);
|
|
2.
|
Based on my knowledge, this 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 this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
|
|
4.
|
The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
|
|
5.
|
The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
|
|
1.
|
I have reviewed this annual report on Form 10-K for the fiscal year ended April 30, 2011 of REGI U.S., INC. (the “company”);
|
|
2.
|
Based on my knowledge, this 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 this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
|
|
4.
|
The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
|
|
5.
|
The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
|