UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q/A

Amendment No. 1

[ X ]

Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended October 31, 2010

[   ]

Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period ___________________to

Commission File Number 0-23920

REGI U.S., INC.

(Exact name of Small Business Issuer as specified in its charter)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  x       No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its Web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  o       No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of ‘‘accelerated filer and large accelerated filer’’ in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

o

Accelerated filer

o

Non-accelerated filer

o

Smaller reporting company

x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes   o       No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 28,734,824 shares of common stock with no par value outstanding as of December 14, 2010.

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

F-1

REGI U.S., Inc.

(A Development Stage Company)

Consolidated Balance Sheets

(Unaudited)

The accompanying notes are an integral part of these consolidated financial statements.

F-2

REGI U.S., Inc.

(A Development Stage Company)

Consolidated Statements of Expenses

(Unaudited)

The accompanying notes are an integral part of these consolidated financial statements.

F-3

REGI U.S., Inc.

(A Development Stage Company) 

Consolidated Statements of Cash Flows 

(Unaudited)

The accompanying notes are an integral part of these consolidated financial statements.

F-4

REGI U.S., Inc.

(A Development Stage Company)

Notes to Consolidated Financial Statements

 (Unaudited)

NOTE 1.   BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of REGI have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto for the year ended April 30, 2010 filed on Form 10-K with the SEC. In the opinion of management, the accompanying unaudited interim consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary to present fairly the financial position and the results of operations for the interim period presented herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year or for any future period. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for fiscal 2010 as reported in Form 10-K, have been omitted.  

Derivative Financial Instruments

REGI does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.  REGI evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based derivative financial instruments, REGI uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates.  The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.  Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

Fair Value Measurements

Effective January 1, 2008, REGI adopted FASB ASC 820, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

As defined in FASB ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). REGI utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. REGI classifies fair value balances based on the observability of those inputs. FASB ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

The three levels of the fair value hierarchy defined by FASB ASC 820 are as follows:

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.

Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date.

F-5

Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources.  These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

The following table sets forth by level within the fair value hierarchy REGI’s financial assets and liabilities that were accounted for at fair value as of October 31, 2010.

Reclassifications

Certain prior year amounts have been reclassified to conform to current period classification.

NOTE 2.   GOING CONCERN

REGI incurred net losses of $137,723 for the six months ended October 31, 2010, has a working capital deficit of $1,561,540 and an accumulated deficit of $10,681,017 at October 31, 2010.  These factors raise substantial doubt about the ability of REGI to continue as a going concern.  The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  As a result, REGI’s consolidated financial statements as of October 31, 2010 and for the three and six months ended October 31, 2010 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

REGI plans to raise funds through loans from Rand Energy Group Inc., a private company with officers and directors in common with REGI.  Further, Rand owns approximately 9% of the shares of REGI, and may sell shares as needed to meet ongoing funding requirements if traditional equity sources of financing prove to be insufficient. REGI also receives interim support from affiliated companies and plans to raise additional capital through debt and/or equity financings. There continues to be insufficient funds to provide enough working capital to fund ongoing operations for the next twelve months.  REGI may also raise additional funds through the exercise of warrants and stock options, if exercised.  There is no assurance that any of these activities will be successful.

NOTE 3.   RELATED PARTIES

Amounts due to and from related parties are unsecured, non-interest bearing and due on demand.  Related parties consist of companies controlled or significantly influenced by the President of REGI.  As of October 31, 2010, there was $933 due from related parties and $1,171,552 due to related parties.  There is no right of offset associated with these payables and receivables.

As part of an agreement with a professional law firm in which a partner of the firm is an officer and director of REGI, REGI agreed to pay a cash fee equal to 5% of any financings with parties introduced to REGI by the law firm.  REGI also agreed to pay an equity fee equal to 5% of the equity issued by REGI to parties introduced by the law firm, in the form of options, warrants or common stock.  During the six month period ended October 31, 2010 and 2009, fees in the aggregate of zero and $938, respectively, for legal services have been paid or accrued to the law firm.

F-6

During the six month period ended October 31, 2010, the President, CEO and director of REGI provided consulting services to REGI valued at $45,000, which were accounted for as donated capital and charged to expense during the period.  A similar amount was recorded in the six month period ended October 31, 2009.

During the six month period ended October 31, 2010, the Vice President and director of REGI provided consulting services to REGI valued at $15,000, which were accounted for as donated capital and charged to expense during the period.  A similar amount was recorded in the six month period ended October 31, 2009.

During the six month period ended October 31, 2010, the CFO, COO and director of REGI provided consulting services to REGI valued at $15,000, which were accounted for as donated capital and charged to expense during the period.  A similar amount was recorded in the six month period ended October 31, 2009.

During the six month period ended October 31, 2010 and 2009, project management fees of $37,500 and $25,800 respectively were paid to a company having common officers and directors.

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.

NOTE 4.   STOCKHOLDERS’ EQUITY

a)

Common Stock Options and Warrants 

During the six month periods ended October 31, 2010 and 2009, the Company recorded stock-based compensation of $65,506 and $146,530, respectively.  At October 31, 2010 and 2009, the Company had $416,564 and $581,912, respectively, of total unrecognized compensation cost related to non-vested stock options and warrants, which will be recognized over future periods.

On May 21, 2010, REGI extended the term of the options that were granted on May 27, 2005 and originally expiring on May 27, 2010 to May 27, 2015. The options are exercisable at $0.45 per share. The incremental increase in the fair value of stock options was estimated to be $13,679. $3,420 was expensed during the six months ended October 31, 2010 and $10,250 will be recognized over future periods. The incremental increase in the fair value of the options was estimated at the date of extension using the Black-Scholes option pricing model using the following assumptions: risk free interest rate of 0.95%, expected volatility between 41% and 160%, expected terms between 0.02 and 5.02 years and no expected dividends.

A summary of REGI’s stock option activity for the three months ended October 31, 2010 is as follows:

At October 31, 2010, the range of exercise prices and the weighted average remaining contractual life of the outstanding options was $0.20 to $1.30 per share and 1.84 years, respectively. The intrinsic value of “in the money” exercisable options at October 31, 2010 was $94.  

A summary of REGI’s common stock warrant activity for the six months ended October 31, 2010 is as follows:

F-7

At October 31, 2010, the range of exercise prices and the weighted average remaining contractual life of the outstanding warrants was $0.25 to $2.20 per share and 1.30 years, respectively.  The intrinsic value of “in the money” exercisable warrants at October 31, 2010 was zero.

b)

Non-Cash Consideration 

During the six months ended October 31, 2010, a consultant exercised 18,000 common stock options and received 18,000 shares. The exercise price for these options totaled $23,400. REGI accepted services in lieu of cash for the exercise price, which resulted in additional expense of $23,400 for services rendered.

NOTE 5.   WARRANT DERIVATIVES

Effective May 1, 2009, ASC 815-15 establishes a procedure to determine if an equity-linked financial instrument (or embedded feature) is indexed to its own common stock. 2,059,000 of REGI’s warrants that were previously classified in equity were reclassified to derivative liabilities on May 1, 2009 due to the presence of a reset feature that allows for a reduction in the strike price of the warrant in the event that REGI issues similar instruments at a lower strike price in a future period.  REGI estimated the fair value of these liabilities as of May 1, 2009 to be $280,488 and recorded a decrease of $2,380,696 to Additional Paid-in Capital and a reduction of $2,100,208 to Accumulated Deficit.

These warrants were fair valued as of October 31, 2010.  The fair value of the warrants at October 31, 2010 was determined to be $216,451 resulting in a gain on the decrease in fair value of derivatives of $178,671 for the six months ended October 31, 2010.  

REGI used the Black-Scholes option pricing model to value the warrants using the following assumptions: number of warrants as set forth in the warrant agreements; no expected dividend yield; expected volatilities ranging from 216% to 223%; risk-free interest rates ranging from 0.22% to 0.82%; and expected terms ranging from 1.04 to 1.55 years.

REGI evaluated all other outstanding warrants under FASB 815-15 and determined that they did not qualify as derivatives.

NOTE 6.   SUBSEQUENT EVENTS

During November 2010, a consultant exercised 3,000 warrants and received 3,000 common shares.  The exercise price for these warrants totaled $3,900.  REGI accepted services in lieu of cash for the exercise price, which resulted in additional expense of $3,900 for services rendered.

F-8

Item 2.

Management's Discussion and Analysis of Financial Condition and

Results of Operations

Forward-Looking Statements

Certain statements contained in this Quarterly Report on Form 10-Q constitute "forward-looking statements."  These statements, identified by words such as “plan,” "anticipate," "believe," "estimate," "should," "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy.  These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements.  Such risks and uncertainties include those set forth in our 10-K for the fiscal year ended April 30, 2010.  We do not intend to update the forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the “SEC”), particularly our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K.

All dollar amounts in this Quarterly Report are in U.S. dollars unless otherwise stated.

Plan of Operation

We are a development stage company engaged in the business of developing and building an improved axial vane-type rotary engine known as the RadMax® rotary technology (the “RadMax® Engine”), used in the design of lightweight and high efficiency engines, compressors and pumps.  We have a project cost sharing agreement, whereby the further development of the RadMax® Engine will be funded equally by us and by Reg Technologies Inc. (“Reg Tech”), a public company listed for trading on the TSX Venture Exchange.  Reg Tech holds approximately 11% of our issued and outstanding shares.  

Our plan of operation for the twelve months following the date of this report is to continue our research and development on the technology.  During the next 12 months we are committed to expend an aggregate of $625,000 for research and development activities, identified as master design integrator, prototype fabrication, and labor expense, estimated at $50,000 each over the next 12 months.

As well, we anticipate spending an additional $640,000 for general and administrative expenses, including fees we will incur in complying with reporting obligations.  Total expenditures over the next 12 months are therefore expected to be $53,000 per month.

We have not yet produced any revenues and have suffered recurring operating losses.  As of October 31, 2010, we had a working capital deficit of $1,561,540, compared to a working capital deficit of $1,309,272 as of October 31, 2009, and an accumulated deficit of $10,681,017 as of October 31, 2010.  Further losses are expected until we enter into a licensing agreement with a manufacturer and reseller.  Our only assets at October 31, 2010 are related party receivables totaling $933 and cash totaling $125.

Results of Operations for Six Months Ending October 31, 2010 (“2011”) Compared to the Six Months Ended October 31, 2009 (“2010”)

We incurred a net loss of $137,723 during the six months ended October 31, 2010, compared to a net loss of $530,049 during the six months ended October 31, 2009, resulting in a decrease of $392,326.  

This significant decrease in 2011 was mainly due to the current period’s gain on the change in fair value of derivative liability of $178,671 versus a loss of $101,593 in the same period last year on the change in fair value of the same derivative financial instruments.

Research and development expenses decreased from $71,603 in 2010 to $57,010 in 2011.  The decrease resulted from fewer hours required of an engineering consultant during the current period.

In addition, during the six months ended October 31, 2010 we continued our efforts to reduce costs and decreased the following expenses from the period ended October 31, 2009:

Ÿ

Professional fees including legal, accounting, audit and auditors’ review expenses decreased from $43,400 in 2010 to $34,916 in 2011, and consulting and management fees decreased from $88,645 in 2010 to $79,687 in 2011 as a result of our streamlining our operations;

Ÿ

Wages and benefits not shared with Reg Tech decreased from $13,154 in 2010 to zero in 2011 as we terminated an employment contract with an employee working on shareholder communications in 2009;

Ÿ

Shareholder communication decreased from $38,523 in 2010 to $24,899 in 2011 due to management’s decision to save on promotion until the recovery of the world economy; and

Ÿ

Travel expenses decreased from $11,991 in 2010 to $6,583 in 2011 due to significantly reduced travel by research and development personnel in 2011.

Office and administrative expenses increased from $1,319 in 2010 to $39,525 in 2011.  These increases were due to expenses evenly shared with Reg Tech pursuant to agreement between the two companies, which expenses were not allocated to us in 2010;

We have not attained profitable operations and are dependent upon obtaining financing to pursue exploration activities. For these reasons our auditors believe that there is substantial doubt that we will be able to continue as a going concern.

Liquidity and Capital Resources

During the six months ended October 31, 2010, with the downturn in the financial market, we financed our operations mainly through net proceeds of $151,759 from related parties.

We received funding in 2010 from our affiliated companies Reg Tech and Rand Energy Group Inc., a private company with common directors and officers.  The total amount owing to related parties is $1,171,552 or 74.97% of total liabilities as of October 31, 2010.  This funding was necessary with a downturn in the financial market to complete the RadMax® Engine and place us in a position to attain profit.  The balances owing to related parties are non-interest bearing, unsecured and repayable on demand.  Our affiliated companies have indicated that they will not be demanding repayment of these funds during the next fiscal year and will advance, or pay expenses on our behalf.

We also plan to raise additional capital through debt and/or equity financings.  We cannot provide any assurance that additional funding will be available to finance our operations on acceptable terms in order to enable us to complete our plan of operations.  There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing.  If we are unable to achieve

2

the financing necessary to continue our plan of operations, then we will not be able to continue the development of our RadMax® Engine and our business will fail.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our stockholders.

Critical Accounting Policies

We have identified certain accounting policies that are most important to the portrayal of our current financial condition and results of operations.  Our significant accounting policies are disclosed in Note 1 of the consolidated financial statements for the three months ended October 31, 2010, attached hereto.

In June 2008, the FASB finalized FASB ASC 815-15 which establishes a procedure to determine if an equity-linked financial instrument (or embedded feature) is indexed to its own common stock.  FASB ASC 815-15 is effective for fiscal years beginning after December 15, 2008.  2,059,000 of our share purchase warrants that were previously classified in equity were reclassified to derivative liabilities on May 1, 2009 due to the presence of a reset feature that allows for a reduction in the strike price of the warrant in the event that we issue similar instruments at a lower strike price in a future period.  We estimated the fair value of these liabilities as of May 1, 2009 to be $280,488 and recorded a decrease of $2,380,696 to Additional Paid-in Capital and a reduction of $2,100,208 to Accumulated Deficit.

These warrants were fair valued as of October 31, 2010 and marked-to-market at that date.  The fair value of the warrants at October 31, 2010 was $216,451, resulting in a gain on the decrease in fair value of derivatives of $178,671 for the six months ended October 31, 2010.

Contractual Obligations

We do not currently have any contractual obligations requiring any payment obligation from us.

Item 3.  

Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 4.  

Controls and Procedures

(a)  

Evaluation of disclosure controls and procedures

Based upon an evaluation of the effectiveness of our disclosure controls and procedures performed by our management, with participation of our Chief Executive Officer and our Chief Financial Officer as of the end of the period covered by this report, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were not effective due to inadequate segregation of duties and effective risk assessment.  

As used herein, “disclosure controls and procedures” mean controls and other procedures of our company that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported, within

3

the time periods specified in the Commission’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

We plan to take steps to enhance and improve the design of our disclosure controls.  During the period covered by this interim report, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management, and adopt sufficient written policies and procedures for accounting and financial reporting. These remediation efforts are largely dependent upon securing additional financing to cover the costs of implementing the changes required.  If we are unsuccessful in securing such funds, remediation efforts may be adversely affected.

(b)  

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended October 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II- OTHER INFORMATION

Item 1.

Legal Proceedings

We are not a party to any pending legal proceeding.  Management is not aware of any threatened litigation, claims or assessments.

Item 1A.

Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

4

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

(Removed and Reserved)

Item 5.

Other Information

None.

Item 6.

Exhibits and Report on Form 8-K

(a)

Exhibit(s)

31.1

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b)

Reports on Form 8-K

None.

5

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

July 18, 2011

REGI U.S., INC.

/s/ John G. Robertson

John G. Robertson,

President and Chief Executive Officer

6