REGI U.S., Inc. (RGUS)

by:kingtool aluminium machinery     2020-03-30
Washington, D. C. Securities and Exchange CommissionC. 20549FORM10-K(MarkOne)[X]
Annual Report under Article 13 or 15 (d)
In the securities trading act of fiscal 1934, 2017 []
Transition Report under Section 13 or 15 (d)
According to article 1934 of the Securities Trading Act, the transition period from _ th to _ th0-23920REGIU. S. , Inc. (
The exact name of the registrant in its articles of association)Oregon91-1580146(
In another jurisdiction of Stateor (I. R. S.
Employment agency or organization)
Identification Number)Market St. 7520N
10 Spokane, Washington99217(
Main executive office address)(509)474-
Registered phone number (
Previous address and name of previous fiscal year (if changed since last report)
Securities registered under article 12 (b)
The transaction act: non-European citizens registered under section 12 (g)
Part of the trading act: title of each category name of each exchange registered: if the issuer is a good issuer, pass the check mark
Known experienced issuer as defined in Rule 405 of the Securities Act: Yes []No [X]
If the issuer does not need to submit a report under section 13th or 15, please pass the check mark (d)
The bill: Yes []No[X]
Check if the registrant (1)
All reports submitted as required by Article 13, 15 (d)
Securities Trading Act for the first 12 months of 1934 (
Or a short period of time required for the registrant to submit such reports),and (2)
This filing requirement has been bound for the last 90 days. (1)Yes[X]No[](2)Yes[X]No[]
Indicateby check whether the mark registrant has been submitted electronically and posted on its company website (if any), submitted and published in accordance with S-Regulation section 405thT (§ 232.
This Chapter 405)
In the past 12 months (
Or in such a short time that the registrant is required to submit and publish these documents). Yes [X]No []
If the declaration of arrears is disclosed under S-regulation 405th, please proceed with prosecution by check markK (§ 229.
This Chapter 405)
As far as the registrant is aware, it is not included here and will not be included in the final proxy or Information Statement, which is referenced by reference in part 3 of this form 10.
K or any amendments to this form 10K Yes []No [X]
Check if the registrant is the author of the large acceleration document, the author of the non-acceleration document
A small reporting company.
Big acceleration film []
Accelerated File []Non-
Accelerated File []
Small report Company [X]
Emerging growth companies]]
Ifan Emerging Growth Corporation, by checking marks indicating whether the registrant chooses not to use the extended transition period to comply with any new or revised financial accounting standards provided under section 13 (a)
The Trading Act. []
Check whether the registrant is a shell company (
Defined in Rule 12b-
2 parts of the transaction law). Yes []No[X]
Issuers who participated in bankruptcy proceedings in the first five years do not apply to corporate issuers. As of October 31, 2017, the number of outstanding and outstanding shares (no face value) of the issuer\'s common shares was 85,814, 690 and 84,986,959, respectively.
State the total market value of voting and non-voting
Referring to the price of the last sale of common stock, the voting common stock, or the average bid and asking price of such common stock, as of the last working day of the second fiscal quarter recently completed by the Registrar: as of October 31, 2016, $2,950,137.
The literature of the reference company. S. , INC. FORM10-
KTABLEOF ordinary shares registered with Disclosures15PARTIIItem5Marketfor, relevant shareholder matters and issuer\'s purchase of stock securities 15 items 6 Selected Financial Data 17 items 7 Management\'s Discussion and Analysis of financial status and operational results 17 items 7 quantitative and qualitative disclosure of market risks 18 procedure 20 item 9 Disturbing information 21 item 10 ownership and related transactions of directors, executives and corporate governance 21 item 11 executive compensation 25 item 12 certain beneficial owners and management and related shareholders, director fees and
K, including its exhibits, contains Forward
The revised Section 27a of the Securities Act 1933 and the revised Section 21E of the Securities Exchange Act 1934 are intended statements. THESE FORWARD-
Observation statements are usually identified with \"expectation\", \"belief\", \"expectation\", \"intention\", \"forecast\", \"plan\", \"future\", \"strategy, or words with similar meanings.
Various factors may lead to significant differences between the actual results and the results expressed in the forwarding
Forward-looking statements, including statements described in \"risk factors\" in table 10K.
We have no obligation to update these forwarding-
The outlook statement reflects actual results, changes in assumptions, or changes in other factors, except as provided by law.
As stated in this annual report, \"we\", \"our\", \"company\" and \"REGI\" mean regi u. S. , Inc.
Unless otherwise stated.
The company submits its annual report and provides additional information to the SEC.
You can read and copy any documents we have submitted in the SEC public information room, 100 NE Street.
Washington, DC, 20549, official working days within 10 hours. m. to 3 p. m.
You can get information about the operation of the public expansion room by calling the commission 1-1800-SEC-0330.
The Commission maintains an Internet site that contains reports, agency and information statements, as well as other information related to the issuer of the Commission\'s Electronic documents (
The company also passed SEDAR (www. sedar. com).
The company\'s website is located at atwww. radmaxtech. comPARTIITEM1.
In July 27, 1992, Sky organized business activities under Oregon law
On August 1, 1994, most of our shareholders voted for regi u, officially changing our name. S. , Inc.
2016. the asset purchase agreement was signed by REGI (the “APA”)
Registered technology company(“RegTech”)
A bc listed company whose common stock is listed on the TSX Venture exchange to purchase all assets of Reg Tech, a company with the co-directors and CEO of REGI.
As a consideration for the purchase of assets, our company issued a total of 51,757,119 unregistered common shares.
With the approval of TSX VentureExchange, the transaction ended on February 17, 2017.
Priorto of APA, REGI and Reg Tech has been engaged in the development and commercial development of an improved axial vane type rotary engine, called the Rand Cam/direct charging engine (
\"RC/DC engine \")
Marketing and intellectual property in the United StatesS.
Held by REGI and global marketing and intellectual property companies, except in the United StatesS.
Held by Reg Tech.
After closing APA, REGI has global rights to technology.
We will need to raise additional capital in the future that exceeds any amount at hand at the moment, which may be the result of debt and/or equity financing, including the exercise of options that have not yet been paid, in order to fully implement our operation plan.
Business Review and history of the company we are engaged in the business of developing and manufacturing improved axial blades
Rotating devices for civil, commercial and government applications.
The company owns RadMax\'s global intellectual property and marketing rights®Technology.
Our vision is to develop state-of-the-art equipment, reduce the carbon footprint, reduce the size, weight and number of parts of the equipment, and increase fuel and manufacturing efficiency.
We intend to develop and sell these devices in collaboration with industry and government partners.
We focus on creating more efficient, compact, and cost-effective disruptive new technologies.
Effective than currently available.
On the 27 th of 2016, REGI reorganized and named its wholly-owned subsidiary RadMax Technologies, Inc. (“RadMax”)
As a DBA of marketing and technical image.
From our headquarters in Spokane, Washington, we are working with engineering consultants across North America to develop these devices.
Our goal is to authorize RadMax technology and/or participate in joint ventures to produce RadMax products for specific applications.
Examples of market segments that can benefit from our technology include (
But not limited)
Transportation, aerospace, Air Conditioning Refrigeration, oil and gas production and distribution, power generation, marine and military markets.
The basic work done on the concept tester and prototype model, we believe RadMax®Technology has great potential in many applications, from improving the efficiency of air conditioning and gas distribution systems to transportation movement and power generation.
In addition to its potential use as a prime mover, RadMax®Technical design is being adopted in the development of several types of compressors, pumps and gas expansion devices.
So far, several prototypes of different RadMax®The device has been tested and additional prototype development and testing continues.
We are confident that this work will continue until the commercially viable design is completed.
At this time, however, there is no guarantee that this commercially viable design will be perfected forever or will become profitable.
If a commercially viable design is perfected, we expect revenue from licensed RadMax®Technology.
However, there is no guarantee that even if the technology is commercially viable, it will earn revenue from licensing.
We believe more.
The market for practical rotating equipment exists, which can be produced at competitive prices and can provide a good combination of energy utilization efficiency, power density and flexibility.
Based on market potential, we believe in RadMax®The technology is ideal for internal combustion engines, pumps, compressors and gas expansion machines.
RadMax®Technology can be extended to most size requirements.
This flexibility allows us to consider applications in many large industries and markets.
Products and projects®Engineers think RadMax®Compared with other types of internal combustion engines, internal combustion engines can improve fuel and mechanical efficiency based on the engine\'s inherited efficient design and thermodynamic properties.
RadMax can achieve higher expansion than the compression ratio®Internal combustion engines can improve fuel efficiency.
Various prototypes of RadMax®Two compression enginesignition (diesel)and spark-ignition (gasoline)
Configuration from 10 HP to 300 hp.
Features high torque, compact size and high horsepowerto-
RadMax weight ratio®The engine is ideal as a prime mover for a variety of transportation and power generation applications.
Long service life, low power consumptionto-
Weight ratio and increasing environmental issues and regulations have prompted a second look at the feasibility of gas turbine engines for more mainstream applications.
Optimized combustion of gas turbine engines produces less total emissions than internal combustion engines
Internal combustion engine.
However, their lower operational efficiency and higher operating and capital costs are obstacles to their increased use.
ARadMax®External combustion turbine engine with RadMax®Compared with the existing gas turbine engine, it is more efficient, positive displacement compressor and gas expansion device, together with the optimized external burner, can significantly improve the efficiency of fuel and energy extraction.
RadMax has real \"any fuel\" capability®The turbo engine will be ideal for hybrid engines and power generation applications.
RadMax®From concept to reality, quite a few expensive steps and milestones must be achieved before the market accepts them.
These steps include hidden drawings, prototype development and testing of key machinery, fuel efficiency and emission performance.
These steps are currently beyond our resources and expertise and we are actively seeking cooperation
Further engine development was promoted by development partners.
RadMax®PumpTheRadMax®Positive
Displacement pump is a very energy-saving pump, which will-
It has the simple and cost advantage of centrifugal pump.
Because of its efficiency, high
Volumeoutput, RadMax®The water pump is very suitable for fire fighting;
Water and flood control; irrigation; marine; watertreatment;
Underground and undersea oil and gas industry;
Industrial processes;
Heavy industry and construction industry;
And portable pump applications.
The company is actively pursuing the development of RadMax. ®Cooperate with industry manufacturers to produce pumps for various applications.
Commercialism requires tools to significantly reduce the cost of pumps in production environments.
Further development of RadMax®The pump is currently in a suspended state until additional end-user interests are established.
RadMax®Comprestheradmax®Positive
Displacement compressor as a positive-
And centrifugal compressor, combined with their respective advantages.
Due to its unique design, the RadMax compressor is able to take advantage of the positive-
The kinetic energy of the displacement compressor and the centrifugal compressor to pressurize the gas.
This led to a very energy efficient device.
SeveralRadMax®In the past, the prototype design of the compressor has been tested in various automotive air conditioning and commercial applications.
Because RadMax®Technology allows efficient and higher compression ratios and is designing and manufacturing a new compressor prototype for the next generation of low density refrigerant.
Commercialisation requires tools to significantly reduce the cost of compressors in production environments.
We are currently seeking cooperation.
Further development of he compressor development partners for specific applications.
RadMax®Rotary gas extender®The gas expansion machine is a positive
Displacement device capable of simultaneously capturing kinetic energy and pressure-
In the application of the gas differential pressure, the volume energy and convert it to the rotational power.
This power can then be used to drive other equipment such as compressors and generators.
Additional efficiency can be achieved by incorporating power generation directly into the gas expansion machine.
TheRadMax®The gas expansion machine is mainly designed to replace equipment with lower efficiency, such as the air-conditioning system free expansion valve and mechanical throttle valve that cannot capture the available pressure energy.
TheRadMax®Gas expansion machines are also used as turbine components in RadMax®Turbine engine.
We are currently designing and manufacturing prototype equipment for the gas distribution and air conditioning industry, which can significantly reduce power demand.
We will actively strive for cooperation.
Later this year, the development industry partners will further develop and commercialize these products.
We have the following patents on April 30, 2017 and the date of publication of this report: ● ra41-001(CA)
2,496,157-ra41-002(US)
-7,896,630 B2 and ● ra41-007(CA)
-2,672,332 recent Development 2016 new management team reorganized the company and expanded our research work, added director of business development and a number of mechanical and electrical engineers as well as experienced engineers and technicians in oil and gas distribution systems, refrigeration, materials science, military applications, technical mechanical design and manufacturing.
We issued 51,757,119 shares of common stock, purchased all assets of Reg Tech, increased our intellectual property and marketing rights to RadMax®From Us to technology around the world.
Reg Tech then distributes all of these shares as dividends to shareholders with records.
This practice of integrating ownership into technology has better promoted the focus of research and development.
We chose to use RadMax Technologies, Inc. , our wholly owned Washington state company.
As our marketing name and promotional image.
We hired the services of the Spokane patent law firm in Washington state to help us manage our growing patent and trademark applications.
In addition to our active patents, we are looking to re-
Three invalid patents missed before were assigned to the company
Assign, submit two new patents, a number of temporary patents, and work for others while we speed up the project development plan.
We have completed the mechanical design of a demo gas expansion machine.
Currently, we are partially completing the assembly and testing that started in June 2017.
The equipment will contain a variety of new engineering designs, mechanisms and improvements brought about by our diesel engine testing program.
Our prototype low density refrigerant compressor has also been mechanically designed and preliminary technical drawings are under way.
Before further prototype development, we are waiting for the completion of our extender and funds.
Preminarydesign has been working for a month (+-)
However, prior to further development, the HP natural gas engine required engineering time and funding.
We have built and successfully tested a miniature liquid pump.
Our goal is to test the time, effort and sacrifice to build a small prototype in the month-
Printed composite material.
Less than a month from the beginning of the design to the completion of the test.
Another improvement in our prototype development is the addition of multiple 3-
D composite printer, vertical C & C metal milling machine, and a full metal machine store owned by one of our engineers.
Producing multiple prototype components at the same time improves our build time and material component selection.
To date, our marketing and business development has received the attention of aerospace companies, international refrigeration manufacturers, major gas distribution and utilities, oil and gas services business and others eager to learn about our technology and business opportunities.
We have not signed any agreements so far, although we are in discussions with them.
In the year ended April 30, 2017, we built our website with a focus on our new business model, detailing our RadMax technology and how it can be applied to efficiency, size, weight
In order to expand the scale of R & D and increase administrative support, the company has set up a senior guaranteed convertible loan project.
As of April 30, 2017, we had raised $781,635 and settled $741,941 of old debt by issuing convertible loans, losing $13,244.
From April 30, 2017 to the date of the release of the report, the issuance of convertible loans increased by another $757,852.
Competition and alternative technologies we currently face and will continue to face in the future competition from established companies engaged in product development, manufacturing and marketing operations related to our RadMax technology equipment.
While this is not a competitive enterprise among the many competitors with comparable equipment, the business of developing new technologies and trying to authorize or produce new technologies is still difficult, because most of the existing producers are well funded companies are very concerned about maintaining market position.
Such competitors have gained a foothold in the market and have much larger resources than us.
For these reasons, we are more inclined to license our technology than to engage directly in manufacturing.
The development of our business and its ability to maintain a competitive and technical position will continue to depend on our ability to attract and retain qualified scientific, engineering and management personnel.
Our marketing strategy is to develop RadMax. ®Technical products for applications that are looking for solutions, or technical products for applications where our products have a significant advantage over existing products.
We don\'t want to develop \"me too\" products that automatically face huge acceptance and pricing pressures in the market.
This strategy means that we are all together.
In a particular market, partners developing the industry are likely to be new or smaller, less dominant players looking for new products to strengthen their position rather than dominate
TheRadMax®Internal combustion engines face more competition barriers than RadMax®Thanks to market size and the strength of competing companies, as well as consumer expectations for reliability, performance, compliance and low cost, pumps, compressors and gas expansion machines.
The technical and economic advantage threshold of RadMax is inferred. ®The engine is very high. in order to make the engine technology successful in the market, the engine technology must be satisfied.
In addition to the Wankel rotary engine made by Mazda Japan, we know that there are no competitors and currently produce any rotary engine similar to the one we are developing in commercial quantities.
The similarity of the Wankel rotary engine is that it is a circular engine, not a reciprocating piston engine.
Even though RadMax®Compared to existing engines, the internal engine has higher fuel efficiency, smaller, quieter, lower production costs, and no larger financial resources than we currently have available.
We may not be able to compete fully in the engine business.
We also believe that as new patents are eliminated by competitors, there will be fierce competition in the engine market, in the niche market we may enter, we may have a time advantage over some products.
However, there is no way to accurately determine or predict whether this is true or whether it will continue to be true.
To a lesser extent, there is a similar competition in the market for pumps, compressors and gas expansion machines, which may take advantage®Technology in their products.
Like engine manufacturers, many of these companies have far more resources in R & D and manufacturing than we do.
Our competitors have the potential to succeed in developing more effective or commercially acceptable technologies and products.
However, we believe RadMax has more potential opportunities in these markets. ®Technology and efficiency advantages to provide unique and superior solutions for specific applications.
Technology development is going on in many ways and we do not know that competitors may have products or products under development that may be technically superior to our products and the market may be more acceptable.
Environmental regulations and regulations related to the protection of the environment do not have a significant impact on our business.
The availability of raw materials is not in production, at this time we do not have a plan to enter the actual manufacturing business, the raw materials are not worrying at present.
However, at this point in time there does not appear to be any foreseeable problems with obtaining any material or components, which may be required to manufacture its potential products.
Marketing strategy. we are going to pursue the development of our RadMax. ®Technology is achieved by entering into licensing and/or joint venture arrangements with other large companies with financial resources to maximize their technical potential.
We do not currently plan to actively participate in the manufacture or marketing of any equipment that may eventually develop into a commercial product.
Our current goal is to complete and test RadMax. ®Expansion machine and compressor
Based on successful testing, the prototype will be used to present to potential licensing and joint venture partners.
Successful testing based on RadMax®Prototype, we hope to finalize the joint venture or agreement, which will bring us royalties.
However, there is no guarantee that the test will be successful or that we will receive any suchroyalties.
We do not have any important agreements under certain commercial agreements.
Patents related to our currently active patents have been granted royal patents.
Research and development work is carried out with individuals.
We did not have any staff for the year ended April 30, 2017;
The contractor performs engineering and administrative functions. Item1A.
The risk factors and uncertainties described below are not the only ones we face.
Additional risks and uncertainties can also adversely affect and damage our business.
If any of the following risks actually occur, our business, results of operations or financial position may be affected.
In this case, the transaction price of our common stock may drop and you may lose all or part of your investment.
We face risks associated with the domestic and global economic situation.
Our ability to raise money by selling our securities.
However, the current uncertainties arising from the domestic and global economic conditions pose a risk to the economies we operate in.
Our ultimate success will depend on our ability to raise extra capital or to have other parties bear part of the cost required to further develop or utilize the potential market for our products.
We are an enterprise at the stage of development.
We are an enterprise in the development stage, affected by all the accompanying business risks associated with the enterprise in the development stage, including financial and human resources constraints, lack of established credit facilities, uncertainty about product development and future revenue.
In the foreseeable future, we will continue to bear all the risks associated with the enterprise in the development phase, including competition, complexity and frustration in the development plan and the need for additional capital.
Since its establishment, we have reported losses every year.
In April 30, 2017, our cumulative deficit was $21,058,170, according to the GAAP.
In the absence of income, our history is almost entirely the development of technology financed by the sale of our common stock or the debt of the interested parties.
We expect that it will continue to generate substantial additional operational losses for at least the next 12 months, and expect that cumulative losses will increase as our development efforts expand.
Although we expect revenue from the licensing of our technology or joint ventures in the future.
We do not receive any revenue from the sale of any product being developed.
There is no guarantee of when or whether we can develop important sources of revenue, or whether our operations will be profitable, even if we can commercialize any product.
See \"Operational and Financial Review and Prospects\" and notes to the financial statements.
We cannot guarantee that we can develop commercially viable products.
At this point in time, we cannot guarantee that a commercially viable design will be perfected, or if so, it will become profitable.
Our profitability and viability will depend on our ability to develop technically and commercially viable products that end users will accept.
RadMax®The products we are developing must have a technical advantage, or at least comparable to the other equipment provided by our competitors, and must have a competitive price/performance ratio to fully penetrate their potential markets.
If we fail to meet that condition, or if we are not technically competitive, we may not have a profit and our investors may lose their full investment.
There is no guarantee that we or the potential licensee can achieve and maintain the acceptance of our engine by the end user.
We will need additional funding and we may not be able to get the funding we need to continue developing and operating.
We cannot guarantee access to the funds needed to continue our development and business.
Our expectation of the amount of funds needed for development and the time required for these funds is based on our current operating plan, which may change due to many factors, we may need additional funds faster than expected.
Due to the results of development or the changes in the focus and direction of our development plan, competition and technological progress, laboratory and field testing results, our cash needs may have a lot of regulatory requirements and other factors with the current plan.
We do not have commercial credit, nor do we have capital sources in other industries.
If the capital resources are not enough to meet the capital needs of the future, we will have to raise more funds to continue our development and operation.
Therecan cannot guarantee that these funds will be provided on preferential terms or in any way.
If additional capital is raised by selling equity or convertible debt securities, the issuance of these securities may result in dilution of our shareholders.
If we don\'t have enough money, we may need to cut operations significantly or get provisions that are not appealing to fundson.
We cannot raise funds which will have a significant adverse effect on us.
We have a history of losses and are expected to suffer significant losses in the foreseeable future.
We expect to suffer significant losses in the foreseeable future and cannot determine when or whether we will make a profit.
If it is not profitable, it will adversely affect the value of our common stock and our ability to raise funds and continue to operate.
We have a history of operating losses. as of April 30, 2017, our Accumulated deficit was $21,058,170.
Our comprehensive capabilities and profits are affected by the risks and uncertainties faced by the company at the stage of development.
Our future earnings and profitability are unpredictable.
We do not currently sign contracts that generate revenue, and we do not estimate when we will sign such contracts.
Moreover, we cannot guarantee that management will succeed in negotiating such contracts.
We cannot guarantee that our products will be recognized by the market.
Our profitability and viability will depend on our ability to develop technically and commercially viable products that end users will accept.
RadMax®The technology we are developing must be technically superior to or at least equal to other products offered by our competitors, and must be cost-effective in order to fully penetrate our potential market.
Our products lack experience in manufacturing or selling.
Let\'s say we\'re successful in developing RadMax. ®At present, we also do not have the ability to manufacture equipment that has been verified.
We cannot guarantee that we will be profitable in manufacturing and selling engines.
Ourauditors said that our losses have caused great doubts about our ability to continue to focus.
Our independent auditor\'s report on the financial statements contained in this form 10
K includes \"goingconcern\" qualifications, indicating that our losses and deficits in working capital and equity have raised great doubts about our ability to continue as a continuing business.
See notes to audited financial statements.
We rely on some of our employees, and the loss of these employees may have a negative impact on our business.
We rely on certain members of our management and engineering staff, and the loss of service for one or more of these members may adversely affect our business.
The loss of these key figures may hinder the successful development of RadMax. ®Technology.
Our existing officers and directors have other, in whole or in part
Time interest not related to our business.
Some officials and directors will be able to participate in management decisions --time or as-
Only the foundation is needed.
We do not have \"key person\" life insurance for these officers, nor do we currently have a plan to get such insurance.
Our success also depends on our ability to attract and retain more skilled staff and consultants.
We rely on consultants and external manufacturing facilities.
As our current limited financial plan does not add technicians or build manufacturing facilities, we will rely primarily on others to perform these functions and provide the necessary expertise and quality control.
There is no guarantee that these people or institutions will be able to provide services at affordable prices when needed.
Having independent companies do research and manufacturing may cost more than we do with these resources.
If we do not fully protect our intellectual property rights, our business may be affected.
Our business depends on the protection of intellectual property rights, and we may suffer losses if we fail to fully protect our intellectual property rights.
The success of our business depends on our ability to apply for patents for all technical equipment.
At present, we have obtained several U. S. Patents.
We cannot guarantee that our patents will not be declared invalid, circumvented or challenged, that the rights granted under the patents will give us a competitive advantage, or that our patent applications will be granted.
Our devices and planned applications may contain product errors that may adversely affect our operations.
The app in our plan may contain errors or defects, especially when a new version is introduced or released for the first time.
After the commercial launch, there may be no errors in our products.
Any errors found after such a commercial release may result in loss of revenue or delays in market acceptance, transfer of development resources, damage to our reputation, an increase in service and warranty costs, and liability claims.
Any defects in these products may adversely affect the operation and market of our products, reduce revenue, increase costs and damage our reputation.
Our competitors have more technical resources and market recognition than us, and we cannot guarantee to compete effectively with these companies.
While this is not a competitive industry in terms of the number of competitors, it is still difficult to develop newly designed engines and try to license or produce the business of these engines, because most producers are very concerned about the well-funded companies that maintain their market position.
These companies have more technical resources and market awareness than we do, and have management, finance, and other resources that we don\'t have yet.
Many customers may think that the existing technology is superior or more reliable than any new product until it is on the market for a while.
We cannot guarantee effective competition with these companies.
The market price of our products may decline in the future, which will have a significant adverse impact on our business, financial situation and operational results.
We expect the market price of our main products to decline in the future due to increased competition.
We anticipate that significant competition between local and international companies, including new entrants, may continue to drive a decline in equipment prices.
We also expect companies in our industry to increase their promotional spending, which will also help increase the flow of customers between competitors.
Such fierce competition and the resulting decline in product market prices will have a significant adverse impact on our business, financial position and operational results.
Improvements in new or existing technologies may reduce the attractiveness or obsolescence of our RadMax technology products.
The improvement of new technology or existing technology will make our products less attractive or outdated.
Our success depends to a certain extent on its ability to predict changes in technology and industry standards, as well as the ability to successfully develop and introduce new and improved equipment in a timely manner.
There is no guarantee that we will do so.
Therefore, our business will be adversely affected if we cannot adapt to changing technologies and our products to changing industry standards.
Future claims for product liability against US may harm our business.
Future claims for product liability against US may harm our business.
If the customer suffers damage due to our products, the customer may sue us on the basis of product liability or related reasons, claim for data loss or make other claims.
We do not have product liability insurance at present.
Although we have not been prosecuted so far on the grounds of product liability, the successful product liability or related claims against us may be detrimental to our business.
Our success may depend on the timing of the launch of the new product and the lack of market acceptance of our new product.
Our future success may depend on the success of our products and services.
The success of our business depends on various factors, including: ● The quality and reliability of our products and services;
● Ability to develop new products and services that are superior to competitors;
Capacity to establish licensing relationships and other strategic alliances;
● Our pricing policy and the pricing policy of our competitors;
● Ability to introduce new products and services in front of competitors;
● Ability to successfully promote our products and services;
Overall economic trends.
We may be affected by other factors that may adversely affect our business.
The expansion of the business may be affected from time to time by changes in general economic conditions, laws and regulations, taxes, tax laws, changes in prices and costs, etc, and other general factors that may adversely affect our business.
Our common stock in the OTCQB risk market has only limited open markets, which are very unstable.
Our common stock in the OTCQB risk market has only a limited open market, and the wider or more active open trading market for our common stock may never develop or continue, or the current level of trading will not be maintained.
The market price of our common stock in the OTCQB risk market has been and we expect to continue to be very volatile and subject to significant price and quantity fluctuations due to various external and internal factors.
Especially emerging companies like us.
Examples of external factors, which can often be described as factors unrelated to the operating performance or financial position of any particular company, including changes in interest rates and global economic and market conditions, as well as changes in industry conditions such as regulation and environment, and announcements of technological innovation or new products from other companies.
Examples of internal factors, often described as factors directly related to our consolidated financial position or results of operations, including the issuance of reports by securities analysts and announcements that we may issue from time to timeto-
Time related to our operational performance, technological progress or other business development.
Because our operating history is limited and so far there is no profit, the market price of common stock fluctuates more than that of experienced issuers.
For example, changes in the market price of common stock may not be related to our operating results or prospects.
It is not possible to predict or predict what the current market price of common stock will be at any time, or what impact (if any), the sale of shares or the sale of common stock at any time will have an impact on the current market price.
If our stock price in the OTCQB risk market is less than $5, you will be subject to the penny stock rules. 00.
Since common stock is not listed on the National Stock Exchange and is not quoted on the us otc market, trading common stock in the OTCQB risk market is the main, and the market price of common stock is below $5.
00/share, some of the regulations known as the \"penny stock rules.
Penny rules require brokers
Dealers deliver standardized risk disclosure documents prepared by SEC to provide customers with more information, including current bids and quotations for penny shares, compensation from brokers
Dealers in the transaction and their sales staff, showing monthly account statements of the market value of each penny of the stock held in the customer\'s account, and specifically determining that the penny stock is a suitable investment for the buyer, and obtain the buyer\'s written agreement on the transaction.
To the extent that these requirements may apply, they will reduce the level of trading activity in the secondary market of common stock and may seriously affect the ability of brokers
Dealers sell shares in common.
You should not expect to receive a dividend in the foreseeable future.
We intend to retain future revenue and fund our business and operations and future growth.
Therefore, we will not expect any cash dividends in the foreseeable future. ITEM1B.
Unresolved employee reviews. ITEM2.
Do not own any property. ITEM3.
Legal action Sweden is not a party to any legal action or action and we do not know that any action against us or any officer, director or affiliate is currently under threat or consideration. ITEM4.
Minesafety DISCLOSURESNotApplicablePARTIIITEM5.
The registrar\'s common equity market, related shareholder acquisition matters and issuer\'s equity securitiesmarketinformation thereis Co. , Ltd. the current stock price of our common stock has been sold since the otcqb gem listed company number \"RGUS\" was September 21, 1994.
The transaction price of common stock is between $0. 01 and $6.
$75 per share from that date.
The table below lists the high and low closing prices of our common stock, as reported by the quarterly risk committee.
These quotes reflect the international
Dealer price without retail logoup, mark-
Commission, may not reflect the actual transaction.
The dollar was low for the quarter ended April 30, 2015. 080.
The 06 Quarter ended July 31, 2015. 110.
07 quarter ended October 31, 2015 0. 150.
08 Quarter ended January 31, 2016 0. 080.
05 quarter end April 30, 2016 0. 060.
02 quarter ended July 31, 2016 0. 020.
01 Quarter end October 31, 2016 0. 150.
02 quarter ended January 31, 2017 0. 110.
05 quarter end April 30, 2017 0. 250.
06 The table below shows the high closing and low closing prices of the shares we traded on the OTC board in the last 10 months, as follows: $2016 per month. 090$0.
050 January 0, 2017 dollars. 100$0.
048 February 0, 2017 dollars. 085$0.
March 06, 2017 $0. 090$0.
April 07, 2017 $0. 250$0. 080May, 2017$0. 121$0. $190 for June 0, 2017. 200$0. $151 for July 0, 2017. 190$0.
$151 for August 0, 2017. 190$0.
$140 for September 0, 2017. 200$0.
130 holder stransferagent our transfer agent is an agent and Transfer Company at 50 West Liberty Street, Suite 880, Reno, Nevada, 89501; Phone: 775-322-0626; Fax: 775-322-5623.
DividendsTodate we do not pay any dividends of common stock and do not wish to announce or pay any dividends of our common stock in the foreseeable future.
The payment of any dividend will depend on the future income (if any) that our board considers relevant, our financial position and other factors.
Securities authorized under the equity compensation plan.
The company is authorized to issue up to 150,000,000 ordinary shares with no face value.
Common shares per share are entitled to a single vote on all matters submitted to shareholders for approval.
Unregistered RecentSales SecuritiesDuringthe April 30, 2017 of the year, 314,050 shares of unregistered common stock issue convertible conversion promissorynote $30,000 and cumulative interest $1,405 for $. 10 per share.
DuringMay, 2017, 155,000 shares of our unredeemed common stock issued options at $0. 10 per share.
2017 and 350,000 outstanding ordinary shares of the company have been issued to the directors and senior staff of the company.
On September 2017, 55,892 shares and 403,323 shares of the Company\'s common stock issued convertible commitment bonds at $0. 08 and $0.
Each share is 10. ITEM6.
Select financial data.
According to the definition of rule 12b, we are a smaller reporting company.
The second item of the Securities Exchange Act of 1934 does not require information under this item. ITEM7.
Management Discussion and Analysis of Financial Position and operational results.
Overview The following discussion should be read in conjunction with the company\'s audited financial statements and our company\'s unaudited consolidated financial statements, as well as relevant notes elsewhere in this year\'s report.
The following discussion contains
Forward-looking statements that reflect our plans, estimates, and beliefs.
Our actual results may be significantly different from those discussed in the forward-looking statement.
Factors that may lead to or contribute to this discrepancy include, but are not limited to, factors discussed under this year\'s report and elsewhere, in particular the section entitled \"risk factors.
Audited financial statements of the company in the United StatesS.
Prepared in accordance with the accepted accounting principles of the United States.
Planof operation sweare is a company engaged in the development and commercial development of improved axial blade type rotation technology called RadMax®.
Our engineering and development work has not yet generated revenue, and our working capital has also run a deficit.
As of April 30, 2017, our net loss totaled $21,058,170 and further losses are expected before we complete the licensing agreement with manufacturers and distributors.
As of April 30, 2017, our liquidity gap was $220,721.
These factors have led to great doubts about our ability to continue as an ongoing business.
We are able to stand out from the development stages of our planned major business activities, depending on our successful efforts to raise extra funds for our products or develop the market.
Operating results annual operating results as of April 30, 2017 compared to the year ended April 30, 2016, the asset purchase agreement for Reg Tech, which ended on February 17, 2017, is considered as a reverse consolidated capital restructuring with RegTech, which is considered
According to reverse consolidated accounting, the results of operations include the results of the operations of Reg Tech from May 1-20, 2016 to February 17 and regi us from February 18-20, 2017 to April 30, and the results of the previous year\'s operations were the results of Reg Tech\'s operations.
Beginning in the second half of July 2016, the restructuring efforts of the new management have expanded the company\'s R & D efforts and administrative support and achieved greater success in financing the required expenditures.
As a result, R & D costs increased from $41,037 in 2016 to $136,168 in 2017, while general and administrative costs increased from $108,424 in 2016 to $158,135 in 2017.
In the year ended April 30, 2017, we raised $781,635 and settled $741,941 of debt with interested parties by issuing secured convertible loans, losing $13,244, from February 17-20, 2017 to April 30, we recorded interest payments of $16,312.
From February 17-20, 2017 to April 30, we also recorded interest expenses of $360 for promissory notes issued by REGI to TerrylResources Corp.
The year ended in April 30, 2012.
In the year ended April 30, 2016, Reg Tech recorded a debt settlement gain of $5,007 and recorded a $1,107,570 impairment of REGI Accounts receivable, as it was not possible to determine from fiscal 2016
The basic loss and dilution loss per share are $0.
$01 2017 and $0. 03 for 2016.
During the year ended April 30, 2017, we funded our business by issuing advanced secured convertible loans.
Total debt owed to related parties amounted to $77,560, or 26.
As at April 30, 2017, we had 07% per cent of our current liabilities.
In the event of a downturn in the financial market, this funding is necessary to complete RadMax®Create future profits for the company.
The balance owed to the related party is not
Interest rate, unsecured and on-demand repayment.
Our affiliates have indicated that they will not ask for these funds to be repaid in the next financial year and that they will pay in advance or on behalf of the company if more funds are needed.
As of April 30, 2017, our liquidity gap was $220,721.
We will raise more money from stock and debt financing.
Audited consolidated financial statements are prepared on the assumption that the company will continue to operateconcern.
As discussed in Note 3 to the consolidated financial statements, the company does not have income and limited capital, which makes a great doubt about its ability to continue to operateconcern.
The management plan for these matters is also described in Note 3.
The financial statements do not include any adjustments that may result from such uncertain results.
In the past, we have successfully obtained capital by issuing our common shares and through the progress of the parties concerned.
We expect our cash needs to be around $1,500,000 for the fiscal year ended April 30, 2018.
Research and development costs are identified as engineer design, prototype manufacturing, and labor costs, which are expected to be US $2017,00 in the next 6 months. Off-
Balance sheet arrangement for April 30, 2017 and date of this report, we have no omissions
Out-of-form arrangements including any outstanding derivative financial statements
Balance sheet guarantee, interest rate swap transaction or foreign currency contract.
We\'re not involved.
Exchange contractsITEM7A.
Quantitative and qualitative disclosure of market risks.
38th 305e)
Supervision S-K (§ 229. 305(e))
According to the definition of Rule 229, the company does not need to provide the information required by thisItem because it is a \"smaller reporting company \". 10(f)(1). ITEM8.
Financial statements and supplementary data our consolidated financial statements are prepared in US dollars in accordance with us gaap.
The following consolidated financial statements are submitted as part of this annual report:-report on the independent registration of public accounting FirmsF-
Consolidated Balance Sheet as of April 30, 2017 and 2016F
Annual operating and consolidated loss statements as at April 30, 2017 and 2016F
Consolidated Statement of annual shareholder deficit as of April 30, 2017 and 2016F-
Consolidated Statement of annual cash flows as of April 30, 2017 and 2016F-
Matters needing attention on consolidated financial statements
7 report of the board of directors and shareholders\' meeting of independent certified public accountants. S. , Inc.
Spokane, WAWehave has audited the consolidated balance sheet of the regi u. S.
Company and its subsidiaries (
(\"Company \")
Consolidated Statements of operating and consolidated losses, shareholder deficits and cash flows related to the year ended as of April 30, 2017 and subsequently.
These consolidated financial statements are the responsibility of the entity management.
It is our responsibility to comment on these consolidated financial statements based on our audit.
We conduct audits in accordance with the standards of the accounting supervisory committee of listed companies (United States).
These criteria require us to plan and execute audits to obtain reasonable assurance as to whether there is no material misstatement in the financial statements.
Companies do not need and do not need to audit internal controls on their financial reports.
Our audits include consideration of internal control over financial reporting as a basis for designing a situation-appropriate audit procedure, but not for the purpose of expressing opinions on the effectiveness of the company\'s internal control over financial reporting.
Therefore, we have not expressed such opinions.
The audit also includes reviewing evidence of amounts and disclosures in support of financial statements on a test basis, assessing the accounting principles used and the significant estimates made by management, and assessing the overall presentation of the financial statements.
We believe that our audit provides a reasonable basis for our opinion.
We believe that the above consolidated financial statements fairly reflect the financial position of the regi u in all important respectsS. , Inc.
As of April 30, 2017, and its subsidiaries, as well as the combined results of its operations and the annual cash flow that followed, are in line with the generally accepted accounting principles in the United States.
Assuming that the company will continue to operate as an ongoing business, the accompanying consolidated financial statements are ready.
As discussed in Note 3 to the consolidated financial statements, the company suffered recurring losses in terms of operations and there was a net capital shortage, which raised its ability to continue to operate as an ongoing business
The management plan on these matters is also described in Note 3.
Consolidated financial statements do not include any adjustments that may result from such uncertain results.
/S/MaloneBailey, LLPwww. malonebailey.
ComHouston, TexasOctober31, United 114B (2ndFloor)
-BC V5J 5H8T: 8988 Fratton Benner 604. 239.
0868 click on enlargeF: 604. 239.
0866 ACHAN and Professional Accountants of companies registered for independent registration of public accounting companies: boards and shareholders of regtechnologies Inc.
We have audited the consolidated balance sheet for Reg Technologies Inc. (the “Company”)
As at April 30 and 2015, and Consolidated Statements of Operations, shareholder deficits and cash flows related to April 30, 2016 and 2015.
These consolidated financial statements are the responsibility of the company\'s management.
It is our responsibility to comment on these consolidated financial statements based on our audit.
We conduct audits in accordance with the standards of the Public Company Accounting Supervisory Committee (United States).
These criteria require us to plan and execute audits to obtain reasonable assurance as to whether there is no material misstatement in the financial statements.
Companies do not need or need to audit their internal control financial reports.
Our audits include consideration of internal control over financial reporting as a basis for designing a situation-appropriate audit procedure, but not for the purpose of expressing opinions on the effectiveness of the company\'s internal control over financial reporting.
Therefore, we have not expressed such opinions.
The audit also includes reviewing evidence supporting the amount and disclosure of financial statements on a test basis, assessing accounting principles and material estimates used by management, and assessing the overall presentation of financial statements.
In our view, my audit provides a reasonable basis for my opinion.
We believe that, as of April 30, 2016 and 2015, the financial statements have fairly reflected the financial position of the company in all important respects, its operating results and cash flow as of April 30, 2016 and 2015 are in line with generally accepted accounting principles in the United States.
Assuming that the company will continue to operate as an ongoing business, the accompanying financial statements are ready.
As discussed in Note 3 to the financial statements, the company suffered losses while developing its business, and further losses are expected.
The company needs additional funds to meet its obligations and operating costs.
These factors raise substantial doubts about the company\'s ability as an ongoing business.
Note 3 describes the management plan in this regard.
The financial statements do not include any adjustments that may result from such uncertain results.
CharteredProfessional account manager Naby, ColumbiaAugust18, UK, 2017 REGIU. S. , Inc.
Assets of $2017 in April 30, 2016: Cash and cash equivalents 67, tax receivable 81843-
2,465 Prepaid Fee 8,987-
8052,508 furniture and equipment, net14, 279-
Total assets 91,0842, 508 Liabilities and Shareholder Deficit Current liabilities: Accounts payable and accrued liabilities 2 19,966115, 811 due to the relevant part 77,56097, 746 Total current liabilities 29 7, 526213
Term liabilities: convertible commitment notes, 944636 off unamortized discounts of $12, $539-
Convertible Promissory Note-related party, deducted unamortized discount of $9, 888877, 449-Totallong-
Term liability 1,513,988-
Total liabiliities1, 811,514213, 557Stockholders \'deficit: 150,000,000 shares of common stock authorized 84,850,475 and 51,757,119 of outstanding shares with no face value, respectively84, 022,744 cm and 51,757,119 cm retail maintenance, respectively19, 641,63220 835,112 cumulative deficit (21,058,170)(20,733,958)
Cumulative other comprehensive losses (358,675)(337,621)Total REGI U. S. ,Inc.
Shareholder deficit (1,775,213)(236,467)Non-
Controlling the shareholder deficit (78325 ,)1,720,430)(211,049)
Total liabilities and a shareholder deficit of 0842,508 accompanying notes are an integral part of these consolidated financial statements. REGIU. S. , Inc.
Operation comprehensive report and comprehensive loss report $2017, annual loss of $2016, operating cost of $135108,424: General Management 15 8, 16841, 037 R & D 13 6, operating loss (294,303)(149,461)Other income (expense)
Interest income-
Interest expenditure 231 (16,672)-Gain (loss)
On the settlement of debts (13,244)5,007Write-
Accounts receivable from Reggie United States(1,107,570)
Total other income (expense)(29,916)(1,102,332)
Non-former net loss
Controlling equity (324,219)(1,251,793)Net (income)
Loss of non-attribution
Controllinginterest7 (9,600)
Net loss attribute for REGI US. , Inc. (324,212)(1,261,393)
Share of Lossper-basic and diluted (0. 01)(0. 03)
Weighted average of issued common stock-basic and diluted 58, 080,549,329,670 combined loss: Net loss (324,219)(1,251,793)
318 (translation adjustment s8)106,183)
Comprehensive loss (315,901)(1,357,976)
Can be attributed to non
Controlling equity (29,365)(15,036)
Comprehensiveloss due to one of the varieties. S. , Inc. (345,266)(1,373,012)
The attached notes are an integral part of these consolidated financial statements. REGIU. S. , Inc.
Consolidated cash flow statement of ymapril30, $2016 net loss of cash flow from operating activities (324,219)(1,251,793)
Adjustment of net cash losses used in operating activities: Amortization of debt discountsLoss (gain)
About 244 (5,007)
Unrealized Rosen foreign exchange
6,772 Depreciation expense 1, 198-
Services provided by promissory note No. 442-
Services settled by promissory note-related party 40,000-Write-
Get it from Reggie America-
1,107,569 non-change
Taxes receivable (cash)396)(951)
Prepaid fees (6,987)
20,081 payable and accrued liabilities (21,886)
21. 79 1 due to the net cash used by relevant departments in business activities, 50, 53573 and 495 (209,296)(28,043)
Cash flow from investment activity received from reverse merge 10,753-
Progress of REGI-(105,141)
Net cash provided (used in)
Investment activity 753 (105,141)
Cash flow from convertible promissory note financing activities
Net cash provided by financing activities
Exchange rate of 318 (12,243)Increase (decrease)in cash67,775(145,427)
Cash and cash equivalents, beginning 43 145,470 Cash and cash equivalents, end 67, 81843 non-
Discount on cash items on convertible promissory note 18,872-
Related party debts settled with convertible promissory notes 741 and 941-
Shares issued for conversion of notes 31,405-
Reverse consolidated capital restructuring 254,510-
Additional disclosure Interest paid--
Income tax paid-
The attached notes are an integral part of these consolidated financial statements. REGIU. S. , Inc.
Commontrol streasuryreview (deficit)Non-
Total interest control (Deficit)
$ BALANCE-April 30, 201551,757,119-20,835,112 (19,472,565)(226,003)
Comprehensive income of 1,136, 54 networks, 38 21 and 146,926 networks (loss)–––(1,261,393)(111,618)(1,373,011)15,036(1,357,975)
Balance-51,757,119-20,835,112, April 30, 2016 (20,733,958)(337,621)(
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