Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

 

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2016
OR
¨		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________

 

Commission file number:  001-13621

 

REGENT TECHNOLOGIES, INC.

(Exact name of Registrant as specified in its charter)

 

Colorado		84-0807913
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

5646 Milton, Suite 722, Dallas, Texas 75206

(Address of principal executive offices, including zip code)

 

855-744-7449

(Registrant’s telephone number, including area code)

 

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 þ No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ No ¨

 

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

 

	Large accelerated filer   ¨	Accelerated filer   ¨
	Non-accelerated filer    ¨	Smaller reporting company  þ
	(Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).  Yes ¨ No þ

 

The number of outstanding shares of the issuer's only class of common stock as of November 14, 2016 was 23,826,062.

 

REGENT TECHNOLOGIES, INC.

 

TABLE OF CONTENTS

 

			Page No.
PART I.  FINANCIAL INFORMATION
Item 1.	Financial Statements		3
	Consolidated Balance Sheets at September 30, 2016 (Unaudited) and December 31, 2015 (Audited)		3
	Consolidated Statements of Operations (Unaudited) for the Three and Nine Months ended September 30, 2016 and 2015		4
	Consolidated Statements of Cash Flows (Unaudited) for the Nine Months ended September 30, 2016 and 2015		5
	Notes to Consolidated Financial Statements		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		17
Item 4.	Controls and Procedures		17
PART II.  OTHER INFORMATION
Item 1.	Legal Proceedings		18
Item 1A.	Risk Factors		18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		18
Item 3.	Defaults Upon Senior Securities		18
Item 4.	Mine Safety Disclosures		18
Item 5.	Other Information		18
Item 6.	Exhibits		18
SIGNATURE			19

PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements

 

REGENT TECHNOLOGIES, INC. AND SUBSIDIARY

 

CONSOLIDATED BALANCE SHEETS

 

 

		September 30,				December 31,
		2016				2015
ASSETS			(Unaudited)
Current assets:
Cash		$	5,000			$	4,411
Prepaid expenses and other			77,107				75,730
Investments (Note 4)			100,519				110,513
Total current assets			182,626				190,654
Property, plant and equipment, net			185,780				185,780
Intangible assets, net (Note 3)			4,614,220				4,614,220
Oil and natural gas properties, net			102,100				102,100
Investments, restricted (Note 4)			—				207,422
Total assets		$	5,084,726			$	5,300,176
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable		$	29,689			$	11,651
Notes payable - stockholder			25,000				25,000
Notes payable - related parties			18,000				8,000
Accrued interest payable			874				1,074
Accrued liabilities - related parties			28,635				12,230
Total current liabilities			102,198				57,955
Accrued liabilities - related parties			9,000				17,000
Asset retirement obligation			10,660				10,660
Total liabilities			121,858				85,615
Stockholders' equity:
Convertible Preferred stock, $.10 par value, 1,000,000 shares authorized, 0 and 99,500 shares issued and outstanding at September 30, 2016 and December 31, 2015 respectively, Regent Natural Resources Co.			—				9,950
Series A 8% Convertible Preferred stock, $.10 par value, 1,000,000 shares authorized, 175,000 and 150,000 shares issued and outstanding at September 30, 2016 and December 31, 2015 respectively, Registrant			17,500				15,000
Series B Convertible Preferred stock, $.10 par value, 1,500,000 shares authorized, 1,500,000 shares issued and outstanding, Registrant			150,000				150,000
Common stock, $.01 par value, 100,000,000 shares authorized, 23,826,062 and 23,249,355 shares issued and outstanding at September 30, 2016 and December 31, 2015 respectively			238,260				232,493
Paid-in capital in excess of par			8,148,532				8,329,271
Accumulated deficit			(3,591,424	)			(3,522,153	)
Total stockholders' equity			4,962,868				5,214,561
Total Liabilities and Stockholders' Equity		$	5,084,726			$	5,300,176

 

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

 

 

REGENT TECHNOLOGIES, INC. AND SUBSIDIARY 

 

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016 AND 2015

(Unaudited)

 

 

		Three Months Ended								Nine Months Ended
		September 30,				September 30,				September 30,				September 30,
		2016				2015				2016				2015
Operating revenues:		$	—			$	—			$	—			$	—
Operating expenses:
Lease operating expense			2,008				5,605				5,520				13,555
Production and other taxes			—				—				—				1,000
Depreciation, depletion and amortization			—				—				—				74
General and administrative			19,071				26,782				62,234				72,922
Total operating expenses			21,079				32,387				67,754				87,551
Loss from operations			(21,079	)			(32,387	)			(67,754	)			(87,551	)
Other expense:
Gain from accounts payable write-off			283				—				283				—
Interest expense			(753	)			(605	)			(1,800	)			(1,943	)
Total other expense			(470	)			(605	)			(1,517	)			(1,943	)
Loss before income taxes			(21,549	)			(32,992	)			(69,271	)			(89,494	)
Income tax provision			—				—				—				—
Net loss			(21,549	)			(32,992	)			(69,271	)			(89,494	)
Series A preferred dividends			—				—				—				885
Net loss available to common stockholders		$	(21,549	)		$	(32,992	)		$	(69,271	)		$	(90,379	)
Net loss per share of common stock:
(basic and diluted)		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted average common shares outstanding:
(basic and diluted)			23,510,775				23,218,781				23,459,029				23,184,697

 

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

 

 

REGENT TECHNOLOGIES, INC. AND SUBSIDIARY

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016 AND 2015

(Unaudited)

 

 

		For the Nine Months Ended
		September 30,
		2016				2015
Operating activities:
Net loss before non-cash operating activities		$	(69,271	)		$	(89,494	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation, depletion and amortization			—				74
Increase in prepaid expense and other			(1,377	)			(31,590	)
Increase (decrease) in accounts payable			18,038				(13,905	)
Increase (decrease) in accrued liabilities - related parties			8,405				(10,900	)
Increase (decrease) in accrued interest payable			(200	)			804
Net Cash Used In Operating Activities:			(44,405	)			(145,011	)
Investing activities:
Proceeds from sale of MacuCLEAR stock investment			9,994				—
Capital expenditures for oil and natural gas interests			—				(10,499	)
Net Cash Provided By (Used In) Investing Activities:			9,994				(10,499	)
Financing activities:
Proceeds from sale of Series A prefered stock			25,000				—
Borrowings - related parties			10,000				—
Net Cash Provided By Financing Activities:			35,000				—
Net Increase (Decrease) in Cash:			589				(155,510	)
Cash at beginning of period			4,411				188,032
Cash at end of period		$	5,000			$	32,522
Supplemental disclosures of cash flow information:
Cash paid for:
Interest		$	2,000			$	1,140
Income taxes		$	—			$	—
Non-cash investing and financing activities:
Series A preferred dividends paid in common stock		$	—			$	885
Common stock issued in exchange for assets		$	2,000			$	—
Preferred stock redeemed with asset exchange		$	207,422			$	—
Common stock issued in preferred stock redemption		$	3,767			$	—

 

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

 

 

REGENT TECHNOLOGIES, INC. AND SUBSIDIARY

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1. Description of Business and Significant Accounting Policies

 

Regent Technologies, Inc., formerly Regent Petroleum Corporation, was incorporated under the laws of the State of Colorado on January 18, 1980. During 1999, the Company had re-entered the development stage pursuant to ASC No. 915, "Development Stage Activities" ("ASC 915") of the "Accounting Standards Codification ("Codification" or "ASC") and the Hierarchy of Generally Accepted Accounting Principles." Regent NRCo is a Texas corporation and is engaged in testing oil and gas production enhancement technologies and the acquisition and development of oil and natural gas properties. In 2013, the Company organized a second subsidiary REGENT SPV LLC as a Texas limited liability company. It is referred to herein as “RSPV” and it will operate as an unregulated company and will invest in, own and operate distributed solar power ventures, including commercial and residential solar installations.

 

Consolidation Principles

The consolidated financial statements of the Company included in this report have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and in accordance with accounting principles generally accepted in the United States (“US GAAP”). The consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiary and include all adjustments (consisting only of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation. Intercompany balances and transactions have been eliminated in consolidation. Certain data in the prior period’s financial statements have been adjusted to conform to the presentation of the current period.

 

Estimates and Assumptions

 

The preparation of financial statements in conformity with US GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ materially from those estimates. The accounting policies most affected by management’s estimates and assumptions are provisions for depreciation, depletion and amortization, estimates of proved reserves, impairment of long-lived assets based on estimates of future net cash flows, and asset retirement obligations based on estimates regarding timing and cost of future asset retirements.

 

Property, Plant and Equipment

 

The Company follows the full-cost method of accounting under which all costs associated with property acquisition, exploration and development activities are capitalized. We capitalize internal costs that can be directly identified with our acquisition, exploration and development activities and do not include any costs related to production, general corporate overhead or similar activities. The internal costs that are capitalized do not include any costs related to production, general corporate overhead or similar activities. The Company does not recognize any gain or loss on the sale or other disposition of oil and gas properties unless the gain or loss would significantly alter the relationship between capitalized costs and proved reserves of oil and gas attributable to a cost center. Estimates of our proved reserves as of December 31, 2015 were prepared by a third party engineering firm. The costs of unproved properties are excluded from amortization until the properties are evaluated. The Company reviews its equipment and other operating assets for impairment in accordance with ASC 360, Property, Plant, and Equipment (“ASC 360”). ASC 360 requires the Company to evaluate equipment and other operating assets for impairment as events occur or circumstances change that would more likely than not reduce the fair value below the carrying amount. If the carrying amount is not recoverable from its undiscounted cash flows, then the Company would recognize an impairment loss for the difference between the carrying amount and the current fair value. Further, the Company evaluates the remaining useful lives of its equipment and other operating assets at each reporting period to determine whether events and circumstances warrant a revision to the remaining depreciation periods. We review the carrying value of our properties under the full-cost accounting rules of the Securities and Exchange Commission on a quarterly basis. This quarterly review is referred to as a ceiling test. Under the ceiling test, capitalized costs, less accumulated amortization and related deferred income taxes, may not exceed an amount equal to the sum of the present value of estimated future net revenues (adjusted for hedges) less estimated future costs to be incurred in developing and producing the proved reserves, less any related income tax effects.

 

 

REGENT TECHNOLOGIES, INC. AND SUBSIDIARY

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

Depreciation, Depletion and Amortization

 

Depreciation and depletion of producing oil and natural gas properties are calculated using the units-of-production method. Proved developed reserves are used to compute unit rates for unamortized tangible and intangible development costs, and proved reserves are used for unamortized leasehold costs. Gains and losses on disposals or retirements that are significant or include an entire depreciable or depletable property unit are included in operating income. Depreciation of furniture, fixtures and equipment, consisting of office furniture, computer hardware and software, leasehold improvements, and solar power equipment is computed using the straight-line method over their estimated useful lives, which vary from three to ten years.

 

Business Acquisitions

 

We account for business acquisitions using the acquisition method of accounting and record intangible assets separate from goodwill. Intangible assets are recorded at fair value based on estimates as of the date of acquisition. Goodwill is recorded as the residual amount of the purchase price consideration less the fair value assigned to the individual assets acquired and liabilities assumed as of the date of acquisition. We charge acquisition related costs that are not part of the purchase price consideration to general and administrative expense as they are incurred. These costs typically include transaction and integration costs, such as legal, accounting, and other professional fees. Contingent consideration, which represents an obligation of the acquirer to transfer additional assets or equity interests to the former owner as part of the exchange if specified future events occur or conditions are met, is accounted for at fair value either as a liability or as equity depending on the terms of the acquisition agreement.

 

Intangibles – Goodwill and Other

 

Acquired intangible assets are amortized over their estimated useful lives. We evaluate the recoverability of our intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. If such review indicates that the carrying amount of property and equipment and intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value as impairment. We would record any impairment in accordance with ASC No. 350, “Intangibles – Goodwill and Other” (“ASC 350”). Pursuant to ASC 350, we perform impairment tests between scheduled annual tests in the fourth quarter if facts and circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value.

 

Asset Retirement Obligation

Our asset retirement obligation primarily represents the estimated present value of the amount we will incur to plug, abandon and remediate our producing properties at the end of their productive lives, in accordance with federal, state and local laws. We account for asset retirement obligations based on the guidance of ASC No. 410, "Asset Retirement and Environmental Obligations" ("ASC 410"), which addresses the required accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. ASC 410 requires that the fair value of an asset's retirement obligation be recorded as a liability in the period in which it is incurred and the corresponding cost capitalized by increasing the carrying amount of the related long-lived asset. Periodic accretion of the discount of the estimated liability is treated as accretion expense included in depreciation, depletion and amortization on our Consolidated Statements of Operations.

 

Income Taxes

 

We utilize the asset and liability method to account for income taxes. Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities, and are measured currently enacted tax rates expected to apply to taxable income in the years in which those differences are expected to reverse.

 

 

REGENT TECHNOLOGIES, INC. AND SUBSIDIARY

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

Fair Value Measurements 

 

Fair value is defined as 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. The fair value of an asset should reflect its highest and best use by market participants, whether in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk. In accordance with the requirements of ASC No. 820, "Fair Value Measurement" ("ASC 820"), the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under ASC 820 and includes this additional information in the notes to the financial statements when the fair value is different than the carrying value of those financial instruments. Hierarchical levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities are as follows:

 

•

Level 1 Inputs—unadjusted quoted market prices in active markets for identical assets or liabilities;

 

•

Level 2 Inputs—quotes which are derived principally from or corroborated by observable market data. Included in this level are interest rate information and commodity pricing data obtained from third party pricing sources and our creditworthiness; and

 

•

Level 3 Inputs—unobservable inputs for the asset or liability, such as discounted cash flow models or valuations, based on the Company’s various assumptions and future commodity prices. Included in this level is the carrying value of our investment in MacuCLEAR Preferred Stock (see Note 4).  None of our investments are held for trading purposes.

 

Earnings per Common Share

 

Earnings per common share are determined under the provisions of ASC No. 260, "Earnings per Share" ("ASC 260"), which requires the Company to report both basic earnings per share, which is based on the weighted-average number of common shares outstanding, and diluted earnings per share, which is based on the weighted-average number of the common shares outstanding plus all potentially dilutive shares outstanding. At September 30, 2016, there are no exercisable common stock equivalents that are potentially dilutive. Accordingly, no common stock equivalents are included in the earnings per share calculations and basic and diluted earnings per share are the same for all periods presented.

 

Recent Accounting Pronouncements

 

During the quarter ended September 30, 2016, there were several new accounting pronouncements issued by the Financial Accounting Standards Board (FASB). Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial position or operating results. The Company will monitor these emerging issues to assess any potential future impact on its consolidated financial statements.

 

Other Accounting Policies

 

The remaining significant accounting policies of the Company are described in Note 1 to the consolidated financial statements of the 2015 Form 10-K. In management's opinion, the accounting policies and estimates presented in the 2015 Form 10-K have not changed and therefore the unaudited consolidated financial statements herein should be read in conjunction with the Company's audited financial statements on Form 10-K for the year ended December 31, 2015, which was previously filed with the Securities and Exchange Commission.

 

 

REGENT TECHNOLOGIES, INC. AND SUBSIDIARY

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 2. Going Concern Uncertainties

 

As of the date of this quarterly report, there is substantial doubt regarding our ability to continue as a going concern as we have not generated sufficient cash flow to fund our business operations and material commitments. Our future success and viability, therefore, are dependent upon our ability to generate capital financing. We are optimistic that we will be successful in our new business operations and capital raising efforts; however, there can be no assurance that we will be successful in generating revenue or raising additional capital. The failure to generate sufficient revenues or raise additional capital may have a material and adverse effect upon the Company and our shareholders. These consolidated financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying consolidated financial statements.

 

NOTE 3. Intangible Assets and Solar Logic Acquisition

 

Effective December 1, 2015, Regent Technologies, Inc. entered into the Regent-Solar Logic IP Rights Agreement (the “SL Agreement”) with Solar Logic Incorporated (“Solar Logic”) which includes an exclusive license of Solar Logic’s intellectual property (the “SL Intellectual Property License” of “License”) to the Company. Under the Agreement and License, Solar Logic transferred all of its equipment to Regent and granted the exclusive rights to all intellectual property which includes two issued patents and its trade secrets, technology, business and technical information and know-how, databases, and other confidential and proprietary information as well as solar manufacturing processes and protocols. Please read Note 3 of the consolidated financial statements for the year ended December 31, 2015 which is incorporated herein from the Registrant's Form 10-K for the year ended December 31, 2015

 

Intangible assets currently include those assets acquired as part of our Solar Logic Acquisition described above. In the future, this will include our internally-generated intangible assets, which will represent patents on technologies related to our products and production processes. We will record an asset for patents, after the patent has been issued, based on the legal, filing, and other costs incurred to secure them. We amortize intangible assets on a straight-line basis over their estimated useful lives beginning with the use of the asset which we expect will begin in mid-2017. We estimate the useful life of our intangible assets to be 15 years and the estimated amortization expense for the first five years of usage to be approximately $307,000 per year.

 

NOTE 4. Investments

 

The Company’s Subsidiary has been holding 76,590 shares of MacuCLEAR Series A Preferred Stock (“MacuCLEAR”) and 19,268 shares of MacuCLEAR common stock for the partial redemption of the Subsidiary’s outstanding 99,500 shares of Series A Preferred Stock. The MacuCLEAR preferred and common stock being held for the partial redemption of Subsidiary preferred stock has been carried at cost or basis whichever is less. During April 2016, the Boards of the Company and the Company’s Subsidiary voted to initiate the redemption process with the conversion of each unit of 5,000 shares of the Subsidiary preferred stock in exchange for 4,817 shares of MacuCLEAR stock plus the issuance of 18,930 shares of newly issued restricted common stock of Regent Technologies, Inc. Effective September 30, 2016, the aforementioned exchange was completed and resulted in the delivery of the MacuCLEAR stock described above and the delivery of 376,707 newly issued shares of Regent Technologies, Inc. (“Regent”) restricted common stock. Concurrent with the exchange, the 99,500 shares of Subsidiary preferred stock were cancelled. In addition, the book value of the MacuCLEAR stock of $207,422 was deducted from the Subsidiary’s capitalization and the Regent common stock was issued and booked at $.01 per share. Since related parties were participants in the exchange, the total par value of $3,767 was deducted from the Regent Paid-in capital in excess of par value.

 

The Company’s Subsidiary is also holding 4,361 shares of MacuCLEAR Preferred Stock currently being marketed for capital reallocation as a current asset. During the second quarter, the Subsidiary sold 533 shares for $18.75 per share and during October 2016, the Subsidiary sold 1,000 shares for $18.75 per share. The carrying value for the shares being marketed receive Level 3 Fair Value Measurement under ASC 820 of $18.75 per share based on sales by MacuCLEAR of new issues of preferred stock during December 2015 and January 2016 with the same designations.

 

 

REGENT TECHNOLOGIES, INC. AND SUBSIDIARY

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 5. Property, Plant and Equipment

Pursuant to the Solar Logic Acquisition described in Note 3, $185,780 was assigned to property, plant and equipment effective December 1, 2015. On June 24, 2014 the Company engaged Enstream Capital Markets, LLC to provide financial advisory services to the Company on an exclusive basis to assist with the Company’s needs for equity and debt capital for several projects under evaluation. The Company entered into a Purchase and Sale Agreement on November 18, 2014 to acquire certain oil and gas assets in Ohio, Pennsylvania and New York which agreement was terminated on December 15, 2014 due to the Seller’s inability to satisfy certain conditions precedent to closing. The Company is continuing to negotiate the acquisition and has advanced $70,731 toward environmental, engineering and bank fees related thereto.

 

The Company’s current oil and gas properties consist of interests in two productive wells and one injection well in Hill County, Texas. Effective January 1, 2016, Regent NRCo increased its ownership in its net profits interest in one of the wells from 50% to 90%. The consideration for the acquisition was the issuance of 200,000 shares of common stock of Regent Technologies, Inc. to three parties, one of which was a related party (see Note 10). The consideration was booked at par value of $2,000 with an equivalent offset to Paid-in capital in excess of par because the transaction included a related party. In April 2015, we negotiated a third-party exploratory agreement and earned a 2.5% carried non-op working interest in the first five wells drilled on 35,000 gross acres in Zavala County, Texas. After drilling three wells, the operator was unable to stimulate and complete the wells due to the sustained drop in the price of oil which resulted in the operator’s inability to raise the necessary capital. We do not anticipate that we will realize any value from the exploratory agreement which was terminated during the first quarter of 2016. The agreement and the drilling activity terminated without any loss or liability to the Company.

 

NOTE 6. Private Placement Memorandum

 

Effective January 1, 2016, the Company approved a Private Placement Memorandum (“PPM”) to raise $850,000 through the issuance of 850,000 shares of Series A 8% Convertible Preferred Stock at $1.00 per share (the “Offering”). This PPM is a continuation of the PPM approved in 2014 for $1,000,000 under which the Company sold three $50,000 units. Under the renewed PPM, the Company is selling full Units for $50,000 (“Unit”) with the right to sell partial Units. The Company is relying on the federal exemption provided under Rule 506(b) for treatment of the Offering as an exempt offering of securities and filed a Form D with the Securities and Exchange Commission on April 20, 2016.

 

NOTE 7. Stockholders’ Equity

 

During 2015, the Board of Directors voted to continue offering for sale shares of the Series A 8% Convertible Preferred Stock for total sales up to 1,000,000 shares with a par value of $.10 per share. As of the date of this quarterly filing, there are outstanding 175,000 shares of Series A Preferred Stock. The Series A Preferred Stock shares are being offered under the PPM. Upon declaration of any dividend by the Company, the 8% is paid-to-date through Regent common stock for the first two years. In addition, the Board has established 1,500,000 shares of Series B Preferred Stock which were all issued pursuant to the Solar Logic transaction (See Note 3). Please read Note 8 of the consolidated financial statements for the year ended December 31, 2015 for preferred stock designations and further information which is incorporated herein from the Registrant's Form 10-K for the year ended December 31, 2015.

 

The Company’s common stock outstanding increased 376,707 shares effective September 30, 2016, with the redemption of the Subsidiary preferred stock through the exchange of the aforementioned Company’s restricted common stock and the exchange of MacuCLEAR stock (see Note 4). Since several of the parties participating in the redemption are related parties, the book value of the MacuCLEAR stock of $207,422 was deducted from the Subsidiary’s capitalization and the total par value of $3,767 was deducted from the Company’s Paid-in capital in excess of par value. Concurrent with the redemption, the 99,500 shares of Subsidiary preferred stock were cancelled.

 

Effective January 1, 2016, the Company’s common stock outstanding increased 200,000 shares effective January 1, 2016, with the acquisition of the 40% net profits interest (see Note 5). Since one of the three sellers was a related party, there was no increase in the asset value and the stock was booked at par value of $2,000 with an equivalent offset to Paid-in capital in excess of par due to the related party.

 

 

REGENT TECHNOLOGIES, INC. AND SUBSIDIARY

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 8. Asset Retirement Obligation

 

We have included estimated future costs of abandonment and dismantlement in our amortization base and amortize these costs as a component of our depreciation, depletion, and accretion expense. The Company has not increased the asset retirement obligation for this quarter due to only nominal impact.

 

NOTE 9. Income Taxes

 

The Company recognizes deferred tax assets and liabilities based on estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In addition, future tax benefits, such as those from net operating loss carry forwards, are recognized to the extent that realization of such benefits is more likely than not. As of September 30, 2016, we have no unrecognized tax benefits and there were no significant changes to the calculation since December 31, 2015.

 

NOTE 10. Related Party Transactions

 

During the nine months ended September 30, 2016, the Company had net borrowings of $8,405 from Solar Logic, Inc., NR Partners and SIG Partners, LC. NR Partners is a partnership comprised of the President and a director of the Company. SIG Partners, LC is an entity owned by the President of the Company and is the operator of the Company’s oil and gas interests. In addition, Regent NRCo acquired a 10% net profits interest in oil and gas properties from a director of the Regent NRCo (see Note 5). During the second quarter, the Company borrowed $10,000 from a director of Regent NRCo which amount is due and payable plus interest at 10% per annum. During the third quarter, the President, a director and several Company shareholders participated in the Subsidiary preferred stock redemption (see Note 4).

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion is intended to assist in understanding our results of operations and our financial condition. This item should be read in conjunction with management's discussion and analysis contained in our Annual Report on Form 10-K for the year ended December 31, 2015 filed with the Securities and Exchange Commission ("SEC"). Our consolidated financial statements and the accompanying notes included elsewhere in this Quarterly Report on Form 10-Q contains additional information that should be referred to when reviewing this material.

 

The information in this Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical or current facts, that address activities, events, outcomes and other matters that we plan, expect, intend, assume, believe, budget, predict, forecast, project, estimate or anticipate (and other similar expressions) will, should, could or may occur in the future are forward-looking statements. These forward-looking statements are based on management’s current expectations and belief, based on currently available information, as to the outcome and timing of future events and their effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. All statements concerning our expectations for future operating results are based on our forecasts for our existing operations and do not include the potential impact of any future acquisitions. Our forward-looking statements involve significant risks and uncertainties, many of which are beyond our control, and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, those described in (1) Part I, “Item 1A - Risk Factors” and other cautionary statements in our Form 10-K for 2015, (2) our reports and registration statements filed from time to time with the SEC, and (3) other announcements we make from time to time. We undertake no obligation to update a forward-looking statement to reflect subsequent events, changed circumstances, or the occurrence of unanticipated events which included, among others, the following:

 

	•	difficult and adverse conditions in the domestic and global economies;
	•	changes in domestic and global demand for solar energy;
	•	volatility in the prices we receive for our oil and natural gas;
	•	the effects of government regulation, permitting and other legalities;
	•	the availability of capital on economic terms to fund our capital expenditures and acquisitions;
	•	our level of indebtedness;
	•	the impact of the past or future economic recessions on our business operations, financial condition and ability to raise capital;
	•	the ability of financial counterparties to perform or fulfill their obligations under existing agreements;
	•	hurricanes and other weather conditions;
	•	lack of availability of goods and services;
	•	regulatory and environmental risks; and
	•	other factors discussed below and elsewhere in this Quarterly Report on Form 10-Q and in our other public filings, press releases and discussions with our management.

 

Other unknown or unpredictable factors may cause actual results to differ materially from those projected by the forward-looking statements. Unless otherwise required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For additional information regarding known material factors that could cause our actual results to differ from projected results, please read the rest of this report and Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2015.

 

General and Business Overview

 

REGENT TECHNOLOGIES, INC., formerly Regent Petroleum Corporation, was incorporated under the laws of the State of Colorado on January 18, 1980. We have two subsidiaries: Regent Natural Resources Co. (“Regent NRCo” or “RNRC”) and Regent SPV LLC (“RSPV”). Regent NRCo has been engaged in the testing of enhancement technologies for the production of oil and natural gas. In 2013, the Company organized RSPV and it will operate as an unregulated company that invests in, owns and operates distributed solar power ventures, including commercial and residential solar installation. The plans for RSPV are based on our acquisition and development of the assets of Solar Logic Inc. (“Solar Logic”) in December 2016.

 

 

The Solar Logic assets are centered on a Concentrated Solar Power (CSP) system with supplemental use of natural gas to achieve a continuous output of 10kW per unit. Solar Logic is a complete turn-key distributed CSP solution with the ability to operate as a steady-state system by supplemental firing of natural gas when solar thermal energy is not adequate. The electric power output of our smallest system is estimated to be 10 kilowatts (kWe) operating via solar heat over 90% of the time during acceptable daylight hours, and is dry cooled during all times of operation. The installed cost of this system is estimated to be $20,000. This system has an estimated Levelized Cost of Energy (LCOE) lower than photovoltaic (PV) solar energy solutions, when run during normal operating hours, or a solar/natural gas mix using extended operating hours. There are over 3.6 million light commercial businesses just within the US Sunbelt states as further discussed in “Market and Competition” below.

 

Our Solar Logic system is an off-the-shelf distributed CSP solution with CHP capability and can operate as a Rankine cycle or Organic Rankine Cycle. The solution consists of two major components: Eight (8) parabolic troughs (4 ft. by 12 ft.), which can be roof or ground mounted, and a “power box” consisting of an innovative turbine, generator, heat chamber, and system controls. Our power box enables the use of saturated steam and high efficiency thermal conversion at a small scale. Each system unit will output 10 kWe of AC power (no inverter required) and can be used in parallel to create greater output per site solution. Future designs include a 25 kWe and 50 kWe systems as well as a mobile unit for military or disaster relief. For continuous output or 24/7 energy production, a simple natural gas connection or gas supply is all that is needed.

 

Market and Competition

 

We believe we have over 3-5 million light commercial candidates for our solar thermal business just within the US with the expressed need and desire to reduce their high-energy consumption costs via clean energy technologies. Solar energy is a growing form of renewable energy domestically and internationally with numerous economic and environmental benefits that make it an attractive complement to, and/or substitute for, traditional forms of electricity generation. The solar industry continues to be characterized by pricing competition and we believe manufacturers of solar energy solutions have significant installed production capacity and the ability for additional capacity expansion. Intense competition at the systems level can result in a rapid decline in prices and further increase the demand for solar energy solutions.

 

Most of our existing or future competitors may be part of larger corporations that have greater financial resources and greater brand name recognition than we do and, thus, may be better positioned to adapt to changes in the industry or the economy as a whole. Certain competitors may have direct or indirect access to significant capital, which could enable such competitors to operate at minimal or negative operating margins for sustained periods of time. For example, at December 31, 2015, the global PV industry consisted of more than 150 manufacturers of solar modules and cells. In the aggregate, these manufacturers have, relative to global demand, significant installed production capacity and the ability for additional capacity expansion. In addition, we expect to compete with future entrants into the PV and thermal solar industry that offer new technological solutions. We also face competition from companies that currently offer or are developing other renewable energy technologies (including wind, hydropower, geothermal, biomass, and tidal technologies) and other power generation sources that employ conventional fossil fuels.

 

Competitive Strengths

 

Turn-Key Solution

 

We are developing a complete turn-key distributed Concentrated Solar Power (CSP) solution with the ability to operate as a steady-state system by supplemental firing of natural gas when solar thermal energy is not adequate. The electric power output is estimated to be 10 kilowatts (kWe) operating via solar heat over 90% of the time during acceptable daylight hours, and is dry cooled during all times of operation. The installed cost of the system is estimated to be $20,000. This system will have a solar power only Levelized Cost of Energy (LCOE) at 5.7¢ per kWh over a twenty-five year period, when run during normal operating hours, or a solar/natural gas mix LCOE at 5.13¢ per kWh using extended operating hours.

 

The system could become a high impact solution for both CSP and the overall solar market due to the low lifetime cost as well as the ability to operate predictably regardless of cloud cover or other types of weather. The beneficiaries of this technology will be small businesses and light commercial facilities that would otherwise not install photovoltaic (PV) panels due to the unpredictability of using solar power alone. The primary benefit of the system is its ability to leverage low-quality heat produced within a small solar heating loop. Creating a small, turn-key CSP system which operates on low-quality heat requires many novel solutions. While some of the unique design solutions may not be viewed as substantial risks by themselves, they are all required to meet the objective of a distributed CSP solution for less than 6¢ per kWh.

 

 

System Environment

 

Our Solar Logic system is intended for rooftop or ground mount installations. The anticipated weight of the complete system is less than 1,000 lbs and will require less than 800 ft² of space, making it a viable solar solution for some applications where PV is too heavy or too large for the given rooftop. The general operational environment for the system is defined as full or partial sun from sunrise to sunset. The ideal solar conditions for this system are found in the Sunbelt states of the U.S., although its operational abilities are not limited to this geographic zone. While this is not the typical definition for a CSP array, or for most solar solutions, it can be a valid characterization of the proposed system based on two primary system characteristics:

 

	•	The operating temperature of the working fluid is less than or equal to 196 oC. This makes the system feasible for locations with a solar Direct Normal Irradiance (DNI) too low for large scale CSP plants.
	•	The Solar Logic solution supplements the solar energy with the firing (burning) of natural gas. By augmenting solar energy with natural gas, the operating envelope can be extended to all daylight hours thereby using the lowest levels of solar heat.
	•	We believe we provide the only roof top/small scale (under 500 kW) solar solution that can co-gen with natural gas.

 

Turbine Flexibility

 

Our Solar Logic patented turbine works with our parabolic trough system in a single-loop design which passes the solar heated Heat Transfer Fluid (HTF) directly through the power turbine. Unlike a conventional steam turbine, Solar Logic’s innovative boundary layer turbine can accept HTF in wet, dry, or two-phase flow conditions. Our turbine can extract energy from very low vapor quality working fluid without internal damage. Our bladeless design facilitates high volume manufacturing at a low cost, thereby bringing down the cost-per-watt of our energy solution while maintaining robust use. In addition, our turbine has the flexibility to serve as a pump.

 

2016 Strategy and Business Segments

 

Regent’s commitment is to create long-term shareholder value and generate returns on invested capital in excess of its weighted average cost of capital over that time horizon. We are focusing on markets and energy applications in which solar power can be a least-cost solution, particularly in regions with high solar resources, significant current or projected electricity demand, and/or relatively high existing electricity prices. We differentiate our product offerings by geographic market and localize the solution, as needed. We will also enter into joint ventures or strategic arrangements with customers or other entities to maximize the value of particular projects. Some of these arrangements involve, and are expected in the future to involve, significant investments or other allocations of capital. Depending on the market opportunity, our sales offerings may range from module-only sales, to module sales with a range of development to full turn-key thermal solar power system sales. We expect these offerings to continue to evolve over time as we work with our customers to optimize how our solar and clean energy solutions can best meet our customers’ energy and economic needs.

 

We plan to operate our business in two segments. We plan to manufacture and market our turbine driven distributed generation (DG) CSP electric power systems with natural gas (NG) as a supplemental (optional) heat source. We have a target electrical power output of 10 kWe, which is above the typical household use of photovoltaic (PV) but toward the lower end of commercial use. However, our Solar Logic systems can be installed in multiples, facilitating larger and scalable output from 10 – 150 kWe for industry applications. The system uses eight to ten parabolic troughs, approximately four feet by twelve feet each, and an integral power block. The power block consists of a small steam turbine/generator assembly, gas boiler, and system controls for a closed-loop, dry-cooled design, thereby requiring no additional water or working fluids once operational. This segment is our fully integrated systems business (“systems segment”), through which we provide complete turn-key thermal power systems, or solar solutions, that draw upon our project development and service capabilities. Our second segment is a derivative of the first in that we plan to offer our systems for the generation of electricity using exclusively stranded natural gas or other heat sources such as biomass or geothermal. The flexibility of thermal solar allows our solar power system to be combined with any heat source for maximum efficiency within the DG Solar environment.

 

 

Legislated Support Programs

 

Tax incentive programs exist in the U.S. at both the federal and state level and can take the form of investment and production tax credits, accelerated depreciation, and sales and property tax exemptions and abatements. At the federal level, the Environmental Protection Agency’s adoption of a final Clean Power Plan Rule (the “Rule”) and implementation of the Rule through state plans offered the possibility of increasing the demand for solar generating capacity in certain regions of the U.S. in which solar has not historically received significant state-level policy support. However, the adoption and implementation of the Rule has been impacted by litigation against the Rule initiated by states and other stakeholders which has not yet been resolved, and in February 2016, the U.S. Supreme Court stayed implementation of the Rule while such legal challenges are pending. It is therefore premature to assess what the effects of the Rule will be on solar markets.

 

Also, at the federal level, investment tax credits for business and residential solar systems have gone through several cycles of enactment and expiration since the 1980’s. In December 2015, the U.S. Congress extended the 30% federal energy investment tax credit (“ITC”) for both residential and commercial solar installations through December 31, 2019. The credit will step down to 26% in 2020, 22% in 2021, and remain at 10% permanently beginning in 2022. The ITC has been an important economic driver of solar installations in the U.S., and its extension is expected to contribute to greater medium-term demand visibility in the U.S. The positive impact of the ITC has depended to a large degree on the availability of tax equity for project financing, and any significant reduction in the availability of tax equity in the future could make it more difficult to develop and construct projects requiring financing. The eventual step-down of the ITC to 10% underscores the need for the LCOE from solar systems to continue to decline and remain competitive with other sources of energy generation.

 

The majority of states in the U.S. have enacted legislation adopting Renewable Portfolio Standard (“RPS”) mechanisms. Under an RPS, regulated utilities and other load serving entities are required to procure a specified percentage of their total electricity sales to end-user customers from eligible renewable resources, such as solar generating facilities, by a specified date. Some programs may further require that a specified portion of the total percentage of renewable energy must come from solar generating facilities. RPS legislation and implementing regulations vary significantly from state to state, particularly with respect to the percentage of renewable energy required to achieve the state’s RPS, the definition of eligible renewable energy resources, and the extent to which renewable energy credits (certificates representing the generation of renewable energy) qualify for RPS compliance. Measured in terms of the volume of renewable electricity required to meet its RPS mandate, California’s RPS program is the most significant in the U.S., and the California market for renewable energy has dominated the western U.S. region for the past several years. First enacted in 2002, California’s RPS statute has been amended several times to increase the overall percentage requirement as well as to accelerate the target date for program compliance. Pursuant to amendments enacted by the California Legislature in 2015, the California RPS program now requires utilities and other obligated load serving entities to procure 50% of their retail electricity demand from eligible renewable resources by 2030.

 

Intellectual Property

 

Solar Logic holds several U.S. and foreign patents, as well as pending patent applications, related to our system and turbine technologies. The Company believes that patent protection is important to its business. There can be no assurance as to the breadth or degree of protection that patents may afford the Company, that any patent applications will result in issued patents or that patents will not be circumvented or invalidated. Although the Company believes that its existing patents and the Company's equipment do not and will not infringe upon existing patents or violate proprietary rights of others, it is possible that the Company's existing patent rights may not be valid or that infringement of existing or future patents or violations of proprietary rights of others may occur. In the event the Company's equipment or processes infringe, or are alleged to infringe, patents or other proprietary rights of others, the Company may be required to modify the design of its equipment or processes, obtain a license or defend a possible patent infringement action. There can be no assurance that the Company will have the financial or other resources necessary to enforce or defend a patent infringement or proprietary rights violation action or that the Company will not become liable for damages.

 

The Company also relies on trade secrets and proprietary know-how, and employs various methods to protect its technology. However, such methods may not afford complete protection and there can be no assurance that others will not independently develop such know-how or obtain access to the Company's know-how, concepts, ideas and documentation. Failure to protect its trade secrets could have a material adverse effect on the Company. We will file additional patent applications to protect inventions arising from our research and development. Our patent applications and any future patent applications might not result in a patent being issued with the scope of the claims we seek, or at all, and any patents we may receive may be challenged, invalidated, or declared unenforceable. In addition, we have registered and/or have applied to register trademarks and service marks in the U.S. and a number of foreign countries for “Solar Logic.”

 

 

Oil and Natural Gas Reserves

 

We continue to own oil and gas reserves and we anticipate that the natural gas application for our thermal solar assets will lead to the acquisition of additional reserves. The following table sets forth our estimated proved reserves, as of January 1, 2016, based on the new SEC rules as defined in Rule 4.10(a) of Regulation S-X and Item 1200 of Regulation S-K:

 

 

Category		Net Reserves (SEC Prices at 1/31/16)
		Oil			NGL			Gas			PV-10
		(Bbls)			(MBbls)			(MMcf)			($)
Proved developed – Producing		1,152			—			—		$	1,170
Proved developed – Non-producing		8,631			—			—			128,106
Proved undeveloped		—			—			—			—
Total Proved (1)(2)		9,783			—			—		$	129,276

________________

(1)

The present value of future net cash flows from proved reserves, before deductions for estimated future income taxes and asset retirement obligations, discounted at 10% (“PV-10 Value”), totaled $129,276 at January 1, 2016. The commodity prices used to estimate proved reserves and their related PV-10 Value were based on the 12-month unweighted arithmetic benchmark average of the first-day-of-the-month price for the period from January 2015 through December 2015. These benchmark average prices were further adjusted for quality, energy content, transportation fees and other price differentials specific to our properties, resulting in an average adjusted price of $44.60 per barrel of over the remaining life of our proved reserves. Operating costs were not escalated.

(2)

None of our oil reserves are derived from non-traditional sources.

 

Please read “Item 1A. Risk Factors” — The Company's estimated reserves are based on many assumptions that may turn out to be inaccurate.  Any significant inaccuracies in these reserve estimates or underlying assumptions may materially affect the quantities and present value of our reserves” and please read the notes following the consolidated financial statements for the year ended December 31, 2015 in conjunction with the reserve estimates, both incorporated herein from the Registrant's Form 10-K for the year ended December 31, 2015. 

 

Results of Operations

 

For the nine months ended September 30, 2016, we reported a net loss applicable to common stock of $69,271 compared to a net loss applicable to common stock of $90,379 for the same period in 2015. General and administrative expenses were $62,271 for the nine months ended September 30, 2016 compared to $72,922 for the same period in 2015. This decrease was primarily due to the Company’s decision to temporarily suspend director and officer liability insurance and lower expenses related to oil and gas activities. Interest expense for the nine months ended September 30, 2016 was $1,800 compared to interest expense of $1,943 for the same period in 2015.

 

Liquidity and Capital Resources

 

Net cash flows used in operating activities was $44,405 for the nine months ending September 30, 2016, compared to $145,011 of net cash used for the same nine period in 2015. The decrease for the current period was due primarily to the expenditures during 2015 related to the ongoing negotiations for oil and gas assets in North Appalachia which included approximately $31,590 for environmental due diligence reviews. The Company increased cash from financing activities by $25,000 during the first quarter from the sale of Regent Series A preferred stock. During June 2016, cash was provided by financing activities through borrowings of $10,000 from a related party and by investing activities in the amount of $9,994 from the sale of 533 shares of MacuCLEAR preferred stock.

 

We will continue to fund operations through preferred stock issuances, short-term borrowings and equity investment sales in order to meet obligations. Our future operations are dependent upon external funding and our ability to increase revenues and reduce expenses. There is no assurance that sufficient funding will be available from additional related party borrowings and private placements to meet our business objectives including anticipated cash needs for working capital.

 

The Company is not performing any product research and development at this time but does expect to initiate research and development in 2017 in furthering the commercialization of its proprietary solar and turbine intellectual property. We do not expect to incur significant changes in the number of employees.

 

 

Off-Balance Sheet Arrangements

 

We do not currently have any off-balance sheet arrangements for any purpose.

 

Critical Accounting Policies and Estimates

 

Our discussion and analysis of our financial condition and results of operations are based on consolidated financial statements which were prepared in accordance with generally accepted accounting principles in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. We believe that certain accounting policies affect the more significant judgments and estimates used in the preparation of our consolidated financial statements. Our Annual Report on Form 10-K for the year ended December 31, 2015, includes a discussion of our critical accounting policies and there have been no material changes to such policies during the nine months ended September 30, 2016.

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

There have been no material changes in market risk from the information provided in our Annual Report on Form 10-K as of December 31, 2015.

 

Item 4.

Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures to ensure that the information we must disclose in our filings with the SEC is recorded, processed, summarized and reported on a timely basis. At the end of the period covered by this report, our principal executive and principal financial officers reviewed and evaluated the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e). Based on such evaluation, such officers concluded that, as of the current period, our disclosure controls and procedures were effective to ensure that information we are required to disclose in the reports that we file under the Act is disclosed within the time periods specified in the rules and forms of the SEC and are effective to ensure that information required to be disclosed by us is accumulated and communicated to them to allow timely decisions regarding required disclosure.

 

Changes in Internal Control over Financial Reporting

 

No changes in the Company's system of internal control over financial reporting occurred during the most recent fiscal quarter that have altered management’s conclusions of inherent limitations within the Company regarding internal controls as of December 31, 2015, which conclusions are incorporated herein by reference.

 

 

PART II.

OTHER INFORMATION

 

Item 1.

Legal Proceedings

 

The Company is not aware of any pending claims or assessments, that may have a material adverse impact on Regent’s financial position or operations.

 

Item 1A.

Risk Factors

 

The discussion in Part I, “Item 1A. Risk Factors” in the Company's 2015 Form 10-K, of the risk factors which could materially affect the Company's business, or future results, should be carefully considered. The risks described in the Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that currently are deemed to be immaterial also may materially adversely affect the Company's business, financial condition or operating results.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3.

Defaults Upon Senior Securities

 

None.

 

Item 4.

Mine Safety Disclosures

 

Not applicable.

 

Item 5.

Other Information

 

None.

 

Item 6.

Exhibits

 

The exhibits listed below are filed herewith.

 

Exhibit Number		Description of Exhibit
31.1*		Certification of C.E.O. and Principal Accounting Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
32.1*		Certification of C.E.O. and Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350
101.INS*		XBRL Instance Document**
101.SCH*		XBRL Taxonomy Extension Schema**
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase**
101.DEF*		XBRL Taxonomy Extension Definition Linkbase**
101.LAB*		XBRL Taxonomy Extension Labels Linkbase**
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase**

 __________________ 

*	Filed herewith.
**	Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

 

 

SIGNATURE

 

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.

 

	REGENT TECHNOLOGIES, INC.
Dated:   November 14, 2016	By:	/s/  DAVID A. NELSON
		David A. Nelson Chief Executive Officer (Principal Executive Officer and Principal Financial and Accounting Officer)