UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, DCD.C. 20549

FORM 10-Q

[X]	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended January 31, 2019
[ ]	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

(Mark One)

~~For~~[X] ~~the~~Quarterly ~~transition~~Report ~~period~~Pursuant ~~___________________~~ to Section 13 Or 15(d) Of The Securities Exchange Act of 1934

~~Commission~~For ~~File~~the ~~Number~~quarterly ~~0-23920~~period ended July 31, 2019

~~REGI~~[ ] ~~U.S.,~~Transition ~~INC.~~Report Under Section 13 Or 15(d) Of The Securities Exchange Act of 1934

~~(Exact~~For ~~name~~the oftransition ~~Small~~period ~~Business~~________ ~~Issuer~~to ~~as specified in its charter)~~________

Oregon		91-1580146
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

COMMISSION FILE NUMBER 000-52711

7520 N. Market St. Suite 10, Spokane, WA		99217
(Address of principal executive offices)		(Postal or Zip Code)

REGI, U.S., INC.

~~Issuer’s~~(Exact name ~~telephone~~of ~~number,~~small ~~including~~business ~~area~~issuer ~~code:~~as ~~(509)~~specified ~~474-1040~~in its charter)

OREGON

91-1580146

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

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

7520 N Market St., #10, Spokane, WA		99217
(Address of principal executive office)		(Postal Code)

~~Indicate by check mark whether the registrant~~ (1509) ~~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.474-1040

~~Yes~~(Issuer’s ~~[X]~~telephone ~~No [ ]~~number)

Indicate by check mark whether the ~~registrant~~issuer (1) has ~~submitted~~filed ~~electronically~~all ~~and~~reports ~~posted on its Web site, if any, every Interactive Date File~~ required to be ~~submitted~~filed ~~and~~by ~~posted~~Section ~~pursuant~~13 toor ~~Rule~~15(d) ~~405~~ of ~~Regulation~~the ~~S-T~~Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to ~~submit~~file such reports), and ~~post~~(2) has been subject to such ~~files)~~filing requirements for the past 90 days. Yes [X] No [ ]

~~Yes~~Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data 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 filed). Yes [ X] No [X ]

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

Large ~~accelerated~~Accelerated ~~filer~~Filer [ ] Accelerated ~~filer~~Filer [ ] Non-~~accelerated~~Accelerated ~~filer~~Filer [X] Smaller ~~reporting~~Reporting ~~company~~ Company[X] Emerging ~~growth~~Growth ~~company~~Company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

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

~~Yes~~As ~~[ ]~~of NoOctober ~~[X]~~14, 2019 there were 108,562,908 shares of registrant’s common stock, no par value, issued and outstanding.

~~Indicate~~NOTE ~~the~~1 ~~number~~- of shares issued and outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 105,743,040 shares of common stock with no par value issued and outstanding as of March 22, 2019.Contents

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION		3

ITEM 1.	FINANCIAL STATEMENTS

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION.	22

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	24

ITEM 4.	CONTROLS AND PROCEDURES	24

PART II - OTHER INFORMATION		25

ITEM 1.	LEGAL PROCEEDINGS.	25

ITEM 1A.	RISK FACTORS.	25

ITEM 2.	RECENT SALES OF UNREGISTERED SECURITIES.	25

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES.	26

ITEM 4.	MINE SAFETY DISCOSURES.	26

ITEM 5.	OTHER INFORMATION.	26

ITEM 6.	EXHIBITS.	26

~~Page~~ PART I - FINANCIAL INFORMATION 3 Item 1. Financial Statements 3 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 4 Item 3. Quantitative and Qualitative Disclosures about Market Risk 6 Item 4. Controls and Procedures 6 PART II OTHER INFORMATION 7 Item 1. Legal Proceedings 7 Item 1A. Risk Factors 7 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 7 Item 3. Defaults Upon Senior Securities 7 Item 4. Mine Safety Disclosures 7 Item 5. Other Information 7 Item 6. Exhibits 7 SIGNATURES 8

2REGI U.S., INC.

~~PART~~CONSOLIDATED I.BALANCE ~~FINANCIAL INFORMATION~~SHEETS

Item 1. Financial Statements

	July 31, 2019			April 30, 2019
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	5,062		$	19,044
Accounts receivable		6,250			10,000
Prepaid expenses		20,945			8,683
Other receivables, net of allowance for uncollectible accounts		4,675			4,675
TOTAL CURRENT ASSETS		36,932			42,402
Furniture and equipment, net		18,330			20,968
TOTAL ASSETS	$	55,262		$	63,370
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	981,333		$	769,454
Due to related parties		53,099			53,099
Demand notes, related parties		25,000			25,000
Derivative liability, net of unamortized discount of $Nil and $59,368, respectively		-			306,696
Non-related parties convertible promissory notes – current portion, net of unamortized discount of $53,919 and $132,147, respectively		799,592			884,380
Related parties convertible notes – current portion, net of unamortized discount of $17,575 and $27,918, respectively		219,509			203,233
Deferred revenue		12,500			25,000
TOTAL CURRENT LIABILITIES		2,091,033			2,266,862
LONG-TERM LIABILITIES:
Non-related parties convertible promissory notes – long term portion, net of unamortized discount of $1,375 and $2,099, respectively		121,701			205,332
Related parties convertible promissory notes –long term portion, net of unamortized discount of $27,456 and $3,472, respectively		363,944			210,460
Promissory notes, related party		242,163			15,969
TOTAL LONG-TERM LIABILITIES		727,808			431,761
TOTAL LIABILITIES		2,818,841			2,698,623
COMMITMENTS AND CONTINGENCIES		-			-
STOCKHOLDERS’ EQUITY (DEFICIT)
Common Stock, no par value; unlimited shares authorized; 107,318,908 and 108,911,309 shares issued and outstanding, respectively		24,098,784			24,091,017
Returnable shares issued Nil and 2,000,000 shares, respectively		-			(114,000	)
Shares to be issued		30,380			19,117
Accumulated deficit		(26,584,751	)		(26,323,395	)
Accumulated other comprehensive loss		(362,775	)		(362,775	)
TOTAL REGI US, Inc. stockholders’ deficit		(2,818,362	)		(2,690,036	)
Non-controlling interest		54,783			54,783
TOTAL STOCKHOLDERS’ DEFICIT		(2,763,579	)		(2,635,253	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	55,262		$	63,370

Consolidated Balance Sheets as of January 31, 2019 (Unaudited) and April 30, 2018 (Audited)	F-1
Consolidated Statements of Operations and Comprehensive Loss (Unaudited)	F-2
Consolidated Statements of Stockholders’ Deficit as of January 31, 2019 (Unaudited) and April 30, 2018 (Audited)	F-3
Consolidated Statements of Cash Flows (Unaudited)	F-4
Notes to Unaudited Consolidated Financial Statements	F-5

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

Page 3 of 27

REGI U.S., ~~Inc~~INC.

~~Consolidated~~CONSOLIDATED ~~Balance~~STATEMENTS ~~Sheets~~OF OPERATIONS AND COMPREHENSIVE LOSS

	January 31, 2019			April 30, 2018
	(Unaudited)			(Audited)
Assets
Current Assets
Cash and cash equivalents	$	60,567		$	111,823
Prepaid expenses		27,714			27,470
Total current assets		88,281			139,293
Furniture and equipment, net		23,955			13,004
Total Assets	$	112,236		$	152,297
Liabilities and Stockholders’ Deficit
Current Liabilities
Accounts payable and accrued liabilities	$	614,846		$	315,957
Derivative Liability, net of unamortized discount of $59,368 and $0 respectively		547,024			-
Due to related parties		115,196			106,823
Convertible promissory notes, net of unamortized discount of $229,716 and $15,959, respectively		1,037,126			579,976
Convertible promissory notes - related parties, net of unamortized discount of $22,719 and $2,639, respectively		107,050			58,361
Total current liabilities		2,421,242			1,061,117
Long-term Liabilities
Convertible promissory notes, net of unamortized discount of $9,139 and $507,699, respectively		341,346			417,492
Convertible promissory notes - related parties, net of unamortized discount of $6,182 and $52,177, respectively		146,733			84,401
Total long-term liabilities		488,079			501,893
Total liabilities		2,909,321			1,563,010
Commitments and Contingencies		-			-
Stockholders’ Deficit
Common stock,150,000,000 shares authorized, no par value,105,743,040 and 99,698,583 shares issued and outstanding respectively		23,450,259			22,956,578
Returnable shares issued 2,000,000 and 0 respectively		(114,000	)		-
Accumulated deficit		(25,829,452	)		(24,063,399	)
Accumulated other comprehensive loss		(358,675	)		(358,675	)
Total REGI U.S., Inc stockholders’ deficit		(2,851,868	)		(1,465,496	)
Noncontrolling interest		54,783			54,783
Total stockholders’ deficit		(2,797,085	)		(1,410,713	)
Total Liabilities and Stockholders’ Deficit	$	112,236		$	152,297

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

F-1

REGI U.S., Inc.

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

	Nine Months			Nine Months			Three Months			Three Months
	For the three months ended
	Ended			Ended			Ended			Ended
	July 31, 2019			July 31, 2018
	January 31, 2019			January 31, 2018			January 31, 2019			January 31, 2018
TOTAL REVENUE FROM SALES	$	25,000		$	-
Total Income from Sales	$	75,000		$	-		$	35,000		$	-
OPERATING EXPENSE
Operating Expenses
Accounting and legal		30,200			20,721
Accounting and legal		76,785			128,975			30,831			52,195
Consulting and management		162,021			96,914
General and administrative expenses		53,672			125,164			20,554			59,549
Stockholder relations		43,727			20,610
Research and development		365,709			603,191			124,301			204,413
Depreciation and amortization		2,639			-
Shareholder communication		50,467			89,604			13,124			40,536
Stock-based compensation		48,084			-
Wages & Contractors		238,833			185,918			72,296			34,418
General and administrative expenses		23,881			23,276
Operating Loss		(710,466	)		(1,132,852	)		(226,106	)		(391,111	)
Research and development		129,618			120,358
Other Income (Expense)
TOTAL OPERATING EXPENSES		440,170			281,879
Loss on debt settlement		(50,388	)		-			(57,605	)		-
LOSS FROM OPERATIONS		(415,170	)		(281,879	)
Misc Revenue		15,000			-			-			-
OTHER INCOME (EXPENSE)
Loss on issuance of note		(156,870	)		-			(156,870	)		-
Interest and financing expense		(33,061	)		(153,063	)
Change in derivative liability		(311,071	)		-			(311,071	)		-
Interest expense, related party		(24,508	)		-
Interest expense		(552,258	)		(478,417	)		(237,081	)		(281,137	)
Amortization of derivative and debt discount		(115,783	)		-
Total Other Income (Expense)		(1,055,587	)		(478,417	)		(762,627	)		(281,137	)
Gain (Loss) on extinguishment and conversion of debt		-			-
Net loss before noncontrolling interest	$	(1,766,053	)	$	(1,611,269	)	$	(988,733	)	$	(672,248	)
Gain on settlement of debt		-			-
Net Loss Attributed to Noncontrolling Interest		-			-			-			-
Gain on change in fair value of derivative liability		327,166			-
Net Loss Attributed to the Company	$	(1,766,053	)	$	(1,611,269	)	$	(988,733	)	$	(672,248	)
TOTAL OTHER INCOME (EXPENSE)		153,814			(153,063	)
Loss per share - basic and diluted	$	(0.02	)	$	(0.02	)	$	(0.01	)	$	(0.01	)
NET LOSS ATTRIBUTED TO THE COMPANY	$	(261,356	)	$	(434,942	)
Weighted average number of common shares outstanding - basic and diluted		101,865,541			86,696,000			103,289,817			91,538,504
Loss per share -basic and diluted	$	(0.002	)	$	(0.004	)
Comprehensive loss:
Weighted average number of common share outstanding – basic and diluted		107,718,908			99,791,407
Net Loss	$	(1,766,053	)	$	(1,611,269	)	$	(988,733	)	$	(672,248	)
Comprehensive loss:
Translation adjustments		-			-			-			-
Net loss	$	(261,356	)	$	(434,942	)
Comprehensive loss		(1,766,053	)		(1,611,269	)		(988,733	)		(672,248	)
Translation adjustments		-			-
Comprehensive loss attributable Noncontrolling Interest		-			-			-			-
Comprehensive loss		(261,356	)		(434,942	)
Comprehensive loss attributable to REGI U.S., Inc	$	(1,766,053	)	$	(1,611,269	)	$	(988,733	)	$	(672,248	)
Comprehensive loss attributable to non-controlling interest		-			-
Comprehensive loss attributable to REGI U.S., Inc.	$	(261,356	)	$	(434,942	)

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

Page 4 of 27

REGI U.S., INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited)

For the three months ended July 31, 2019 and 2018

	Common shares			Capital			Returnable shares			Shares to be issued			Retained deficit			Accumulated Other Comprehensive loss			Total Stockholders’ Deficit			Non-controlling interest		Total
Balance at April 30, 2018		99,698,583		$	22,956,578		$	-		$	-		$	(24,063,399	)	$	(358,675	)	$	(1,465,496	)	$	54,783	$	(1,410,713	)
Net loss								-			-			(434,942	)					(434,942	)				(434,942	)
Shares issued for debt conversion		129,672			12,963			-			-									12,963					12,963
Beneficial conversion feature					5,850			-			-									5,850					5,850
Balance at July 31, 2018		99,828,255		$	22,975,391		$	-		$	-		$	(24,498,341	)	$	(358,675	)	$	(1,881,625	)	$	54,783	$	(1,826,842	)

Balance at April 30, 2019		108,911,309		$	24,091,017		$	(114,000	)	$	19,117		$	(26,323,395	)	$	(362,775	)	$	(2,690,036	)		54,783	$	(2,635,253	)
Net loss		-			-			-			-			(261,356	)		-			(261,356	)		-		(261,356	)
Share based compensation		-			48,084			-			-			-			-			48,084			-		48,084
Shares issued for common shares and warrants		-			-			-			20,000			-			-			20,000			-		20,000
Shares issued for debt conversion		156,432			24,566			-			-			-			-			24,566			-		24,566
Beneficial conversion feature		-			30,000			-			-			-			-			30,000			-		30,000
Shares to be issued		251,167			19,117			-			(8,737	)		-			-			10,380			-		10,380
Returnable shares cancelled		(2,000,000	)		(114,000	)		114,000			-			-			-			-			-		-
Balance at July 31, 2019		107,318,908		$	24,098,784		$	-		$	30,380		$	(26,584,751	)	$	(362,775	)	$	(2,818,362	)		54,783	$	(2,763,579	)

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

Page 5 of 27

REGI U.S., INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	For the three months ended
	July 31, 2019			July 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(261,356	)	$	(434,942	)
Adjustments to reconcile net loss to cash used by operating activities
Amortization of debt discount and promissory note fees		115,783			111,377
Change in fair value of derivative liability		(327,166	)		-
Depreciation		2,638			1,551
Share based compensation		48,084			-
Convertible promissory notes issued for services		-			16,357
Convertible promissory notes, related party issued for services		75,000			27,932
Changes in operating assets and liabilities:
Prepaid expenses		(12,262	)		(614	)
Accounts receivable and other current assets		3,750			-
Accounts payable, accrued interest and other accrued liabilities		190,260			131,437
Accrued interest		37,593			-
Deferred revenue		(12,500	)		-
Due to related parties		-			32,195
Net cash used by operating activities		(140,176	)		(114,707	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from promissory note, related party		226,194			-
Proceeds from subscription of common stock		20,000			-
Proceeds from issuance of convertible promissory notes		-			90,000
Repayment of convertible promissory notes		(220,000	)		-
Proceeds from issuance of convertible promissory notes, related party		100,000			-
Net cash provided by financing activities		126,194			90,000
Net increase (decrease) in cash and cash equivalents		(13,982	)		(24,707	)
Effect of foreign exchange on cash		-			-
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		19,044			111,823
CASH AND CASH EQUIVALENTS AT END OF YEAR	$	5,062		$	87,116

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash payments for:
Interest	$	-		$	-
Taxes		-			-

NON-CASH FINANCING AND INVESTING ACTIVITIES:
Shares issued for conversion of promissory notes	$	24,566		$	12,963

Shares issued (returned) from security deposit		(114,000	)		-
Discount on promissory notes for beneficial conversion features		30,000			-
Accounts payable and accrued liabilities settled with convertible notes		9,900			5,850
Shares to be issued settled with common shares		8,737			-

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

~~F-2~~Page 6 of 27

REGI, U.S., ~~Inc~~INC.

~~Consolidated~~NOTES ~~Statements~~TO ofCONSOLIDATED ~~Stockholders’~~FINANCIAL ~~Deficit~~STATEMENTS (Unaudited)

														Accumulated
														Other			Total
	Common		Treasury					Returnable			Retained			Comprehensive			Stockholders’			Noncontrolling
	Shares		Shares			Capital		Shares			Deficit			Loss			Deficit			Interest		Total
Balance, April 30, 2017 (Audited)		84,850,475		(827,731	)	$	19,641,632	$	-		$	(21,058,170	)	$	(358,675	)	$	(1,775,213	)	$	54,783	$	(1,720,430	)
Net loss		-		-			-		-			(3,005,229	)		-			(3,005,229	)		-	$	(3,005,229	)
Shares issued for debt conversion		8,210,839		-			1,507,300		-			-			-			1,507,300			-	$	1,507,300
Beneficial conversion feature		-		-			1,027,441		-			-			-			1,027,441			-	$	1,027,441
Stock-based compensation expense		3,310,000		-			562,700		-			-			-			562,700			-	$	562,700
Stock options exercised		155,000		-			15,500		-			-			-			15,500			-	$	15,500
Shares issued for asset purchase		3,172,269		827,731			-		-			-			-			-			-		-
Option compensation expense		-		-			202,005		-			-			-			202,005			-	$	202,005
Balance, April 30, 2018 (Audited)		99,698,583		-			22,956,578		-			(24,063,399	)		(358,675	)		(1,465,496	)		54,783		(1,410,713	)
Net loss		-		-			-		-			(1,766,053	)		-			(1,766,053	)		-	$	(1,766,053	)
Shares issued for debt conversion		4,004,457		-			371,831		-			-			-			371,831			-	$	371,831
Beneficial conversion feature		-		-			5,850		-			-			-			5,850			-	$	5,850
Returnable Shares Issued		2,000,000		-			114,000		(114,000	)		-			-			-			-	$	-
Shares issued for service		40,000		-			2,000					-			-			2,000			-	$	2,000
Balance, January 31, 2019 (Unaudited)		105,743,040		-		$	23,450,259	$	(114,000	)	$	(25,829,452	)	$	(358,675	)	$	(2,851,868	)	$	54,783	$	(2,797,085	)

JULY 31, 2019

~~The~~1) ~~accompanying~~NATURE ~~notes~~OF ~~are an integral part of these consolidated financial statements.~~OPERATIONS

FREGI U.S., Inc. (“we”, “our”, the “Company”, “REGI”) has been engaged in the business of developing and building improved axial vane-3type rotary devices for civilian, commercial and government applications with the marketing and intellectual rights in the U.S. Effective February 17, 2017 REGI purchased the worldwide marketing and intellectual rights, other than in the U.S., from Reg Technologies, Inc. (“Reg Tech”), a British Columbia company.

REGI ~~U.S.~~formed a wholly owned subsidiary, Rad Max Technologies, Inc., on April 10, 2007 in the State of Washington.

~~Consolidated~~2) ~~Statements~~SIGNFICANT ofACCOUNTING ~~Cash Flows~~POLICIES

~~(Unaudited)~~Basis of Presentation

	Nine Months			Nine Months
	Ended			Ended
	January 31, 2019			January 31, 2018
Operating Activities
Net loss	$	(1,766,053	)	$	(1,611,269	)
Adjustments to reconcile net loss to net cash from operating activities
Amortization of debt discount		507,066			301,937
Amortization of promissory note fees		16,933			35,598
Depreciation Expense		4,049			4,301
Derivative discount recognized		131,871			-
Revenue recognized on donated equipment		(15,000	)		-
Shares issued for service		2,000			59,500
Service settled with convertible promissory notes		16,357			143,923
Service settled with convertible promissory notes - related party		79,332			88,768
Changes in non-cash working capital items
Prepaid expenses		(244	)		(27,548	)
Accounts payable and accrued liabilities		325,636			118,964
Derivative Liability		311,069			-
Due to related parties		8,373			(404	)
Net Cash used for Operating Activities		(378,611	)		(886,230	)
Investing Activities
Purchase of furniture and equipment		-			(4,578	)
Net Cash from (used for) Investing Activities		-			(4,578	)
Financing Activities
Redemption of promissory note		(169,200	)		(14,152	)
Issuance of common shares for option exercise		-			15,500
Issuance of convertible promissory notes		496,555			1,027,845
Net Cash provided by financing activities		327,355			1,029,193
Net Change in Cash and Cash Equivalents		(51,256	)		138,385
Cash and Cash Equivalents, Beginning		111,823			67,818
Cash and Cash Equivalents, Ending	$	60,567		$	206,203
Non-cash Items
Finder fee for promissory notes	$	-		$	62,600
Returnable shares issued		114,000			-
Discount on convertible promissory notes for beneficial conversion features		5,850			1,004,514
Accounts payable settled with convertible promissory note		3,000			17,436
Shares issued for note conversion		371,831			1,372,276
Supplemental Disclosure of Cash Flow Information
Cash payments for
Interest	$	-		$	1,870
Taxes	$	-		$	-

This summary of significant accounting policies is presented to assist in understanding the financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States.

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

F-4

REGI U.S., Inc.

Notes to Consolidated Financial Statements

(Unaudited)

1. Nature of Business

REGI U.S., Inc. (“we”, “our”, the “Company”, “REGI”) has been engaged in the business of developing and building improved axial vane-type rotary devices for civilian, commercial and government applications with the marketing and intellectual rights in the U.S. Effective February 17, 2017 REGI purchased the worldwide marketing and intellectual rights, other than in the U.S., from Reg Technologies, Inc. (“Reg Tech”), a British Columbia company. $75,000 in revenue has been derived to date from REGI’s principal operations of research and development.

REGI formed a wholly-owned subsidiary, Rad Max Technologies, Inc., on April 10, 2007 in the State of Washington.

2. Significant Accounting Policies

Principles of consolidation

~~The~~These ~~accompanying unaudited interim consolidated~~ financial statements ofinclude ~~REGI have been prepared in accordance with accounting principles generally accepted in~~ the ~~United~~accounts ~~States~~ of ~~America, and should be read in conjunction with~~ the ~~audited~~Company, ~~financial~~its ~~statements~~wholly ~~and notes~~owned ~~thereto~~subsidiary ~~for~~RadMax ~~the year ended April 30~~Technologies, ~~2018 filed on Form 10-K with the SEC~~Inc. ~~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~~its ~~results of operations for the interim period presented herein. The results of~~previously ~~operations~~wholly ~~for~~owned ~~interim~~subsidiary ~~periods~~Rand ~~are~~Energy ~~not~~Group ~~necessarily indicative of the results to be expected for the full year or for any future period~~Inc. Notes to the unaudited consolidated financial statements which would substantially duplicate the disclosures contained in the audited consolidated financial statements for fiscal 2018 as reported in the Form 10-K, have been omitted(“Rand”).

These financial statements include the accounts of the Company, its wholly owned subsidiary, RadMax Technologies, Inc. and it previous wholly owned subsidiary, Rand Energy Group Inc. (“Rand”).

All significant inter-company balances and transactions have been eliminated upon consolidation.

Investment in associates

Investments in which the Company has the ability to exert significant influence but does not have control are accounted for using the equity method whereby the original cost of the investment is adjusted annually for the Company’s share of earnings, losses and dividends during the current year.

The Company entered into a Mutual Accord and Purchase Agreement on March 7, 2018, to sell all of its interest in Minewest Silver & Gold Inc. (“Minewest”), a British Columbia company, in exchange for settlement of its outstanding debt of $7,217 to Minewest. The Company completed the final transfer of mining rights and Claim titles to Minewest on August 13, 2018.

Risks and uncertainties

The Company operates in an emerging industry that is subject to market acceptance and technological change. The Company’s operations are subject to significant risks and uncertainties, including financial, operational, technological and other risks associated with operating an emerging business, including the potential risk of business failure.

Cash and cash equivalents

~~Cash~~For ~~and~~the purposes of the statement of cash ~~equivalents~~flows, ~~include~~the Company considers all highly liquid investments with original maturities of three months or less when acquired to be cash equivalents.

F-5

Revenue Recognition

~~Revenue~~The isCompany ~~recognized~~accounts ~~when~~for arevenue ~~customer obtains control of promised goods or services and is recognized~~ in anaccordance ~~amount~~with ~~that~~Accounting ~~reflects~~Standards ~~the~~Codification ~~consideration that~~(ASC) anTopic ~~entity~~606: ~~expects~~Revenue ~~to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising~~ from ~~contracts~~Contracts with ~~customers~~ Customers. ~~The~~Revenue ~~amount of revenue that~~ is ~~recorded~~recognized ~~reflects~~using the ~~consideration that the Company expects to receive in exchange for those goods. The Company applies the~~ following five-step model ~~in order to determine this amount~~: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company applies this model when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer.

~~The Company~~Page ~~only~~7 applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery.27

REGI, U.S., INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JULY 31, 2019

Under Topic 606, a performance obligation is a promise in a contract with a customer to transfer a distinct good or service to the customer. The Company’s contracts with customers typically contain a single performance obligation. A contract’s transaction price is recognized as revenue when, or as, the performance obligation is satisfied.

The Company considers the contractual consideration payable by the customer when determining the transaction price of each contract. Revenue is recorded net of charges for certain sales incentives and discounts, and applicable state and local sales taxes, which represent components of the transaction price. Charges are estimated upon shipment of the product based on contractual terms, and actual charges typically do not vary materially from our estimates. Shipping estimates are determined by utilizing shipping costs provided by the various service providers websites based on number of packages, weight and destination. Shipping costs are included in the cost of goods sold as the revenue is captured in total sales.

The Company receives payments from customers based on the terms established in the Company’s contracts. When amounts are billed and collected before a performance obligation has been satisfied, they are included in deferred revenue.

Performance obligations for product sales are satisfied as of a point in time. Revenue is recognized when control of the product transfers to the customer, generally upon product shipment. Performance obligations for site support and engineering services are satisfied over-time if the customer receives the benefits as we perform work and we have a contractual right to payment. Revenue recognized on an over-time basis is based on costs incurred to date relative to milestones and total estimated costs at completion to measure progress.

The Company product revenue includes compressors and expanders. The Company also provides direct site support and engineering services to customers, such as repair and upgrade of its products. During the year ended April 30, 2019, the Company’s revenue was $60,000 from sale of prototypes.

During the three months ended July 31, 2019, revenue was earned from a single contract with one customer. As of July 31, 2019, the Company had a deferred revenue balance of $12,500 from this customer related to deliverables in progress at that date.

Furniture and equipment

Property and equipment are stated at cost, which includes the acquisition price and any direct costs to bring the asset into use at its intended location, less accumulated ~~depreciation~~amortization.

Depreciation of property and equipment is calculated using the straight-line method to write off the cost, net of any estimated residual value, over their estimated useful lives of the assets as follows: Office equipment 5 years and electronic equipment 23 years. ~~Depreciation of office equipment is included in general and administrative expenses; Depreciation of research equipment is included in research and development expense.~~

~~Financial~~Fair value of financial instruments

Fair Value

The carrying values of cash and cash equivalents, amounts due to related parties and accounts payable approximate their fair values because of the short-term maturity of these financial instruments.

~~ASC Topic 820, “~~Fair ~~Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments~~ ~~held by the Company. ASC Topic 825, “Financial Instruments,” defines fair~~ value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows:measurements

-ASC Topic ~~Level~~820, 1“Fair ~~inputs~~Value toMeasurements ~~the~~and ~~valuation~~Disclosures,” ~~methodology~~requires ~~are~~disclosure ~~quoted~~of ~~prices~~the ~~for~~fair ~~identical~~value ~~assets~~of orfinancial ~~liabilities~~instruments held inby ~~active~~the ~~markets~~Company. -ASC ~~Level~~Topic 2825, ~~inputs~~“Financial toInstruments,” ~~the~~defines ~~valuation~~fair ~~methodology include quoted prices for similar assets and liabilities in active markets~~value, and ~~inputs~~establishes ~~that~~a ~~are~~three-level ~~observable~~valuation hierarchy for ~~the~~disclosures ~~asset or liability, either directly or indirectly, for substantially the full term~~ of ~~the~~fair ~~financial~~value ~~instrument.~~measurement -that ~~Level~~enhances 3disclosure ~~inputs~~requirements tofor ~~the valuation methodology are unobservable and significant to the~~ fair value ~~measurement~~measures.

~~Derivative Liabilities~~Page 8 of 27

~~The~~REGI, ~~Company recognizes derivative liabilities in the balance sheet and measures those instruments at fair value~~U. ~~The accounting for changes in fair value depends on its intended use and designation and could entail recording the gain or loss through earnings when the gain or loss is realized~~S., ~~Per the guidance offer By ASC Topic 820 above the Company uses “Level 3 input valuation methodology”~~INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JULY 31, 2019

When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs, and Level 3 uses significant unobservable inputs. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date.

Derivative instruments

The Company has financing arrangements that contain freestanding derivative instruments or hybrid instruments that contained embedded derivative features. In accordance with U.S. GAAP, derivative instruments and hybrid instruments are recognized as either assets or liabilities in the Company’s balance sheet and are measured at fair value with gains or losses recognized in earnings depending on the nature of the derivative or hybrid instruments. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and recognized at fair value with changes in fair value recognized as either a gain or loss in earnings if they can be reliably measured. When the fair value of embedded derivative features cannot be reliably measured, the Company measures and reports the entire hybrid instrument at fair value with changes in fair value recognized as either a gain or loss in earnings. The Company determines the fair value of derivative instruments and hybrid instruments based on available market data using a Binomial model, giving consideration to all of the rights and obligations of each instrument and precluding the use of “blockage” discounts or premiums in determining the fair value of a large block of financial instruments. Fair value under these conditions does not necessarily represent fair value determined using valuation standards that give consideration to blockage discounts and other factors that may be considered by market participants in establishing fair value.

Interest Rate Risk

The Company is not exposed to significant interest rate risk due to the short-term maturity of its monetary assets and liabilities.

Credit Risk

The Company’s financial asset that is exposed to credit risk consists primarily of cash. To manage the risk, cash is placed with major financial institutions.

F-6

Currency Risk

The Company’s functional currency is the US dollar and the reporting currency is the US dollar.

Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in US dollars. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

For reporting purposes assets and liabilities with Canadian dollar as functional currency are translated into US dollar at the period end rates of exchange, and the results of the operations are translated at average rates of exchange for the period. The resulting translation adjustments are included inthe ~~accumulated~~Company’s ~~other~~consolidated statements of operations and comprehensive ~~income~~loss. and stated in ~~shareholders’~~US ~~equity~~dollars.

Income taxes

Deferred income taxes are reported for timing differences between items of income or expense reported in the consolidated financial statements and those reported for income tax purposes in accordance with ASC 740, “Income Taxes”, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, and for tax losses and credit ~~carry-forwards~~carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.

Page 9 of 27

REGI, U.S., INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JULY 31, 2019

Basic and diluted net loss per share

Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible debt using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

Stock-based compensation

The Company accounts for stock-based compensation in accordance with FASB ASC 718 which establishes the accounting treatment for transactions in which an entity exchanges its equity instruments for goods or services. Under the provisions of FASB ASC 718, ~~share-based~~measurement ~~payment~~of ~~compensation~~the isvalue ~~measured~~of atemployee ~~the~~services ~~grant~~received ~~date,~~in exchange for an award of an equity instrument based on the grant-date fair value of the award. Non-employee stock-based compensation is granted at the Board of Director’s discretion to award select consultants for exceptional performance. Prior to issuance of the awards, ~~and~~the Company is ~~recognized~~not asunder anany ~~expense~~obligation ~~over~~to issue the ~~requisite~~stock options. ~~service~~The award vests over a specified period ~~(generally~~determined by the ~~vesting~~Company’s ~~period)~~Board of Directors. The ~~Company~~measurement ~~accounts~~date ~~for~~of ~~share-based~~the ~~payments~~grant is toalso ~~non-employees~~the indate ~~accordance~~of ~~with FASB~~the ~~ASC~~award. ~~505-50~~The fair value of options is expensed ratably during the specified vesting period.

The Company estimates the fair value of employee stock option awards on the date of grant using a Black-Scholes valuation model which requires management to make certain assumptions regarding: (i) the expected volatility in the market price of the Company’s common stock; (ii) dividend yield; (iii) risk-free interest rates; and (iv) the period of time employees are expected to hold the award prior to exercised (referred to as the expected holding period). The expected volatility under this valuation model is based on the current and historical implied volatilities of the Company’s common stock. The dividend yield is based on the approved annual dividend rate in effect and current market price of the underlying common stock at the time of grant. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for bonds with maturities ranging from one month to five years. The expected holding period of the awards granted is estimated using the historical exercise behavior of employees. In addition, the Company estimates the expected impact of forfeited awards and recognize stock-based compensation cost only for those awards expected to vest. The Company utilizes historical experience to estimate projected forfeitures. If actual forfeitures are materially different from estimates, stock-based compensation expense could be significantly different from what we have recorded in the current period. The cumulative effect on current and prior periods of a change in the estimated forfeiture rate is recognized as compensation cost in the period of the revision.

The Company has adopted ASC 2018-07 for non-employee stock-based compensation.

Stock Granted to Employees and Non-Employees in Lieu of Cash Payments

The Company periodically issues shares of its common stock in lieu of cash payments to certain consultants, vendors and employees. The Company follows financial accounting standards that require the measurement of the value of services received in exchange for an award of an equity instrument based on the grant-date fair value of the award.

Use of estimates

The preparation of ~~consolidated~~ financial statements in ~~conformity~~accordance with accounting principles generally accepted in the United States of America requires ~~management~~the touse ~~make~~of estimates and assumptions that affect the reported amounts of assets and liabilities ~~and disclosures of contingent assets and liabilities~~ at the ~~date~~dates of the financial statements, and the reported amounts of revenues and ~~expenditures~~ expenses during the reporting period. ~~Actual~~Significant ~~results~~areas ~~could~~requiring ~~differ~~the ~~from~~use of ~~these~~management ~~estimates.~~assumptions ~~The~~and ~~Company regularly evaluates~~ estimates ~~and~~relate ~~assumptions related~~ to ~~useful life and recoverability of~~ long-lived ~~assets,~~asset impairments and stock-based compensation ~~and deferred income tax asset~~ valuation ~~allowances~~. ~~The Company bases its estimates and assumptions on current facts, historical experience and various other factors~~Actual ~~that it believes to be reasonable under the circumstances, the~~ results ofcould ~~which~~differ ~~form~~from ~~the~~these ~~basis~~estimates ~~for making judgments about the carrying values of assets~~ and ~~liabilities,~~assumptions and ~~the~~could ~~accrual~~have ofa ~~costs~~material ~~and~~effect ~~expenses~~on ~~that are not readily apparent from other sources. The actual results experienced by~~ the Company ~~may differ materially and adversely from the Company~~’s ~~estimates.~~reported ~~To the extent~~financial ~~there~~position ~~are material differences between the estimates~~ and ~~the actual~~ results, ~~future results~~ of operations ~~will be affected~~.

~~F-7~~Page 10 of 27

REGI, U.S., INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JULY 31, 2019

Research and development costs

Research and development costs are expensed as incurred.

Related Parties

In accordance with ASC 850 “Related Party Disclosure”, a party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

Recent accounting pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements.

Reclassifications

Certain reclassifications have been made to the prior year financial information to conform to the presentation used in the financial statements for the three months ended ~~January~~July 31, 2019.

3.New Accounting ~~Going Concern~~Pronouncements

~~The~~In ~~Company~~June ~~incurred net losses of $1~~2018,~~766,053~~ the ~~nine~~FASB ~~months~~issued ~~ended~~ASU ~~January~~No. 312018-07, ~~2019~~Compensation-Stock ~~and has a working capital deficit of $2~~Compensation,~~309,006 and~~ anImprovements ~~accumulated~~to ~~deficit~~Nonemployee ofShare-Based ~~$25,829,452~~Payment ~~at January 31, 2019~~Accounting. ~~These factors raise substantial doubt about the ability of the~~ ~~Company~~ASU toNo. ~~continue~~2018-07 asaligns aaccounting ~~going~~for ~~concern.~~share-based ~~The~~payment ~~consolidated~~transactions ~~financial~~for ~~statements~~acquiring dogoods ~~not~~and ~~include~~services ~~any~~from ~~adjustments~~nonemployees ~~that might result~~with ~~from~~transaction ~~the~~with ~~outcome of this uncertainty~~employees. AsThe aupdate ~~result,~~is ~~the~~effective ~~Company’s~~for ~~consolidated~~fiscal ~~financial~~years ~~statements~~beginning asafter ofDecember ~~January 31~~15, ~~2019 have been prepared on a going concern basis~~2018, ~~which contemplates the realization of assets~~ and ~~the~~interim ~~settlement~~periods ~~of liabilities and~~within ~~commitments~~those infiscal ~~the normal course of business~~years.

In February 2016, the FASB issued ASU 2016-02 Leases (Subtopic 842), which requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by most leases. The update is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The ASU is effective for the Company in the first quarter of fiscal year 2020. The Company currently holds no leases subject to ASU 2016-02.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

3) GOING CONCERN

The Company incurred a net loss of $261,356 for the three months ended July 31, 2019 and has a working capital deficit of $2,054,101 and an accumulated deficit of $26,584,751 at July 31, 2019. These factors raise substantial doubt about the ability of the Company 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, the Company’s consolidated financial statements as of July 31, 2019 and for the three months ended 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.

The Company also receives interim support from related parties and plans to raise additional capital through debt and/or equity financings. There is no assurance that any of these activities will be successful. There continues to be insufficient funds to provide enough working capital to fund ongoing operations for the next twelve months.

4.Page ~~Property~~11 ~~and~~of ~~Equipment~~27

~~Property~~REGI, ~~and equipment at January 31~~U.S., ~~2019 and April 30, 2018 consists of the following:~~INC.

	January 31, 2019		April 30, 2018
Equipment	$	22,040	$	7,040
Furniture and fixtures		14,213		14,213
		36,253		21,253
Less accumulated depreciation		12,298		8,249
	$	23,955	$	13,004

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

~~Depreciation~~JULY ~~expense totaled $4,049 and $4,301 for the nine months ended January~~ 31, 2019 ~~and 2018, respectively.~~

5.4) EARNINGS ~~Secured~~PER ~~Convertible Promissory Notes~~SHARE

AsBasic ofEarnings ~~January~~Per ~~31,~~Share ~~2019, REGI has outstanding senior secured convertible promissory notes~~ (~~the~~ “~~Convertible Notes~~EPS”) ~~of $253,783~~is ~~(net~~computed ofas ~~unamortized~~net ~~discount~~income ~~of $28,901~~(loss) ~~issued~~available to ~~related~~common ~~parties~~stockholders ~~and~~divided ~~$1,378,472,~~by ~~(net~~the ofweighted average ~~unamortized~~number ~~discount~~ of ~~$238,855) issued~~common toshares ~~non-related~~outstanding ~~parties.~~for Asthe ofperiod. ~~April~~Diluted ~~30,~~EPS ~~2018,~~reflects ~~REGI~~the ~~has~~potential ~~outstanding~~dilution ~~Convertible~~that ~~Notes~~could ofoccur ~~$142,762 (net of unamortized discount~~from ofcommon ~~$54,816)~~shares ~~issued~~issuable tothrough ~~related~~stock ~~parties~~options and ~~$997,468 (net of unamortized discount of $523,658) issued to non-related parties~~warrants.

~~During~~The ~~the~~outstanding ~~nine~~securities ~~months~~at ~~ended~~July ~~January~~ 31, 2019 ~~the Company issued Convertible Notes for service debt provided by related parties of $79,332~~ and ~~$16,357~~April ~~to non-related parties. During the nine months ended January 31~~30, 2019 ~~the~~that ~~Company~~could ~~issued~~have ~~Convertible~~a ~~Notes~~dilutive ~~for~~effect ~~cash proceeds~~are ofas ~~$39,200 to related parties and $457,355 to non-related parties while redeeming $16,000 of related parties and $150,000 or non-related parties Convertible Notes for cash.~~follows:

F-8

	July 31, 2019		April 30, 2019
Stock options		8,700,000		8,200,000
Convertible notes and accrued interest, non-related parties		12,439,448		19,520,948
Convertible notes and accrued interest, related parties		9,190,777		5,881,314
TOTAL POSSIBLE DILUTIVE SHARES		30,330,225		33,602,262

~~The~~For ~~Convertible~~the ~~Notes~~three ~~are~~months ~~secured~~ended ~~against~~July ~~all~~31, ~~assets~~2019 ofand ~~the Company~~2018, ~~repayable two years after the issuance~~respectively, ~~bearing simple interest rate of 10% during~~ the ~~term~~effect of the ~~notes~~Company’s ~~and~~outstanding ~~simple~~stock ~~interest~~options ~~rate of 20% after the due date with the exception of one Convertible~~would ~~Note~~have ofbeen ~~$220,000~~anti-dilutive ~~(net of unamortized discount of $14,861) repayable six months after issuance, bearing simple interest of 12% during the term of the note~~ and ~~simple~~so ~~interest~~are ~~rate~~excluded ofin ~~24% after~~ the ~~due~~diluted ~~date~~EPS.

As5) ofFAIR ~~January~~VALUE ~~31,~~OF ~~2019,~~FINANCIAL $17,436, $40,000, $1,682,576, $60,000 and $100,000 of the Convertible Notes are convertible at any time on or after ninety days from the issuance date into the Company’s common stocks at $0.174, $0.12, $0.10, $0.09 and $0.08 per share respectively.INSTRUMENTS

The ~~Company~~carrying ~~analyzed~~values ~~the~~of cash and cash equivalents and conversion ~~option~~notes approximate fair value due to their limited time to maturity or ability to immediately convert them to cash in the normal course. The carrying values of convertible notes ~~for~~is ~~derivative~~net ~~accounting~~of ~~treatment~~a ~~under~~discount and ~~ASC~~does ~~Topic~~not ~~815,~~reflect ~~“Derivatives~~fair value of similar instruments. The approximate fair value of the convertible notes and accrued interest based upon the number of shares into which the notes and ~~Hedging~~accrued interest are convertible is $1,”297,831 and ~~determined~~$1,978,836 ~~that~~using the closing ~~instrument~~price ~~does~~per ~~qualify~~share ~~for~~of ~~derivative~~stock ~~accounting~~at July 31 and April 30, 2019, respectively.

The ~~Company~~table ~~determined~~below ~~that~~sets forth the ~~conversion~~Company’s ~~option~~financial ~~was~~assets ~~subject~~and toliabilities athat ~~beneficial~~were ~~conversion~~accounted ~~feature~~for ~~and~~at ~~during~~fair ~~the~~value ~~nine~~on ~~months~~a ~~ended~~recurring ~~January~~basis as of July 31, 2019 and April 30, 2019, respectively, and the ~~company~~fair ~~recorded~~value ~~amortization~~calculation ofinput hierarchy that the ~~beneficial~~Company ~~conversion~~has determined ~~feature~~has ofapplied ~~$507,066~~to aseach ~~interest~~asset ~~expense~~and liability category.

6. Derivative Liability

	July 31,2019		April 30, 2019		Input Hierarchy Level
Liabilities:
Conversion option derivative	$	Nil	$	306,696	Level 3

The FASB has issued authoritative guidance whereby instruments which do not have fixed settlement provisions are deemed to be derivative instruments. Certain conversion features of convertible notes payable did not have fixed settlement provisions because the conversion price is variable. In addition, since the number of shares to be issued is not explicitly limited, the Company is unable to conclude that enough authorized and unissued shares are available to share settle the conversion option. In accordance with the FASB authoritative guidance, the conversion feature of the convertible note was separated from the host contract (i.e., the notes6) ~~and the fair value~~ ofPROPERTY ~~the~~AND ~~conversion price have been recognized as a derivative and will be re-measured at the end of every reporting period with the change in value reported in the statement of operations.~~EQUIPMENT

~~The~~Property ~~derivative~~and ~~liabilities~~equipment ~~were valued~~ at ~~the~~July ~~following~~31, ~~dates~~2019 ~~using~~and aApril ~~Black-Scholes-Merton~~30, ~~model~~2019 ~~with~~consists of the following ~~average assumptions~~:

The risk-free interest rate was based on rates established by the Federal Reserve Bank. The Company uses the historical volatility of its common stock to estimate the future volatility for its common stock. The expected life of the derivative securities was determined by the remaining contractual life of the derivative instrument. For derivative instruments that already matured, the Company used the estimated life. The expected dividend yield was based on the fact that the Company has not paid dividends to its common stockholders in the past and does not expect to pay dividends to its common stockholders in the future.

	July 31, 2019			April 30, 2019
Equipment	$	22,040		$	22,040
Furniture and fixtures		14,213			14,213
		36,253			36,253
Less accumulated depreciation		(17,923	)		(15,285	)
TOTAL PROPERTY AND EQUIPMENT	$	18,330		$	20,968

~~The~~Depreciation ~~derivative~~expense ~~liabilities~~totaled ~~were~~$2,639 ~~valued~~and at$1,389 for the ~~following~~three ~~dates~~months ~~using~~ended aJuly ~~Black-Scholes-Merton~~31, ~~model~~2019 ~~with~~and ~~the~~2018, ~~following average assumptions:~~respectively.

~~The risk-free~~Page ~~interest~~12 ~~rate was based on rates established by the Federal Reserve Bank. The Company uses the historical volatility~~ of its common stock to estimate the future volatility for its common stock. The expected life of the derivative securities was determined by the remaining contractual life of the derivative instrument. For derivative instruments that already matured, the Company used the estimated life. The expected dividend yield was based on the fact that the Company has not paid dividends to its common stockholders in the past and does not expect to pay dividends to its common stockholders in the future.27

~~During~~REGI, ~~the nine months ended January 31~~U.S., ~~2019, the Company recorded $547,024 in derivative liability net of $59,368 of unamortized discount as a result of conversion features from the issuance of new convertible notes payables (see Note 5)~~INC.

7.NOTES TO ~~Related~~CONSOLIDATED ~~Parties~~FINANCIAL STATEMENTS (Unaudited)

~~Amounts~~JULY due to related parties are unsecured, non-interest bearing and due on demand. Related parties consist of the directors and officers and a former director of REGI and companies controlled or significantly influenced by these parties. As of January 31, 2019~~, there was $115,196 due to related parties. As of April 30, 2018, there was $106,823 due to related parties.~~

~~F-9~~7) ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

8.Accounts payable ~~Stockholders’~~and ~~Equity~~accrued liabilities at April 30, 2019 consist of the following:

a) Common Stock

	Related party		Non-related party		Total
Accounts payable	$	96,721	$	46,029	$	142,750
Interest payable		33,641		168,726		202,367
Other accrued liabilities		287,425		136,912		424,337
	$	417,787	$	351,667	$	769,454

~~During~~Accounts ~~the~~payable ~~nine months ended January 31, 2019, non-related party convertible promissory notes of $270,658~~ and ~~its~~ accrued ~~interest~~liabilities ~~of $101,173 were converted into 4,004,457 shares of REGI’s common stock~~ at ~~between~~July ~~$0.04 and $0.10 per share. During the nine months ended January~~ 31, 2019 ~~non-related~~consist ~~parties~~of ~~were~~the ~~issued 40,000 shares at $0.05 ($2,000) as payment for services and 2,000,000 shares at $0.057 ($114,000) as restricted assurance shares against an outstanding Convertible Note.~~following:

During the nine months ended January 31, 2019, related party convertible promissory notes of $13,427 and its accrued interest of $855 were converted into 142,823 shares REGI’s common stock at $0.10 per share.

	Related party		Non-related party		Total
Accounts payable	$	126,403	$	50,550	$	176,953
Interest payable		62,640		162,845		225,485
Other accrued liabilities		408,088		170,807		578,895
	$	597,131	$	384,202	$	981,333

~~During~~Related parties are the ~~year~~officers ~~ended~~of ~~April~~the 30Company, ~~2018~~companies ~~related~~with ~~party~~common ~~convertible~~directors ~~promissory~~or ~~notes of $126~~owners,~~152~~ and ~~accrued~~companies ~~interest~~indirectly controlled by directors or officers of ~~$10,931~~the ~~were~~Company. ~~converted into~~Amounts aowed ~~total~~to directors or officers of 1the Company as of July 31,~~369~~ 2019 and April 30,~~964~~ ~~shares~~2019 are the result of ~~REGI’s~~consulting ~~common~~fees ~~stock~~that atare ~~$0.10~~disclosed ~~per~~as ~~share~~director or executive compensation above, ~~and~~including ~~convertible~~amounts ~~promissory~~paid ~~notes~~for ofbenefit ~~$755,185~~of ~~and~~the ~~accrued~~Company ~~interest~~and represents out-of-pocket ~~$41,173~~expenses that were ~~converted~~not ~~into~~paid aas ~~total~~ of 1July 31,~~054,779~~ ~~shares~~2019 ofand ~~REGI’s~~April ~~common~~30, ~~stock~~2019 ~~at $0~~respectively.~~755 per share.~~

~~During~~The ~~the~~Company ~~twelve~~does ~~months~~not ~~ended~~have ~~April~~written ~~30,~~agreements ~~2018~~relating ~~non-~~to related party ~~convertible~~advances, ~~promissory~~except ~~notes~~as ofdelineated ~~$531,940~~in ~~and~~several ~~accrued~~on-demand ~~interest of $26,569~~promissory ~~were~~and ~~converted~~convertible ~~into~~promissory 5notes,~~630,543~~ ~~shares~~related ofparties ~~common~~(Note ~~stock~~9 ~~at $0.10 per share, principal of $3,848~~ and ~~accrued~~Note ~~interest of $623 were converted into 55,892 shares of common stock at $0~~10).08 ~~per~~The ~~share,~~balances ~~principal~~are ofnon-interest ~~$10~~bearing,~~000~~ unsecured and ~~accrued interest of $879 were converted~~due ~~into~~on ~~99,661~~demand ~~shares~~per ofverbal ~~commons~~agreements ~~stock~~with atthese ~~$0.12~~related ~~per share~~parties.

During the ~~twelve~~three months ended ~~April~~July 3031, ~~2018~~2019, the Company ~~issued~~recognized ~~155~~$93,~~000~~750 ~~shares~~ of ~~its~~management ~~common~~fees ~~stock~~and ~~for~~salaries, ~~options~~$7,172 ~~exercised~~of atpayroll ~~$0.10~~tax ~~per~~expense ~~share~~and ~~for~~$19,740 aof ~~total~~directors offees ~~$15,500~~for related parties. ~~Among~~During the ~~155~~three months ended July 31,~~000~~ ~~shares~~2018, ofthe ~~common~~Company ~~stock~~recognized $118,584 of 55management fees and salaries and $5,~~000~~578 ~~were~~of ~~issued~~payroll totax aexpense for related ~~party~~parties.

~~During~~The ~~the~~amounts ~~twelve~~owed ~~months~~to ~~ended~~related ~~April~~parties ~~30,~~include ~~2018~~accrued ~~the Company issued 3~~payroll,~~310,000~~ ~~shares~~payroll oftaxes ~~its~~and ~~common~~board ~~stock~~fees ~~for~~which, ~~services~~as ~~provided~~of byJuly ~~the directors~~31, ~~officers,~~ ~~employees~~2019 and ~~consultants~~April of30 2019, ~~the~~were ~~Company~~$408,088 ~~with~~and ~~the total value recorded at~~ $~~562~~287,~~700~~426, ~~based on the market trading price as of the issuance date~~respectively.

On8) ~~November~~DUE 2,TO ~~2017~~RELATED the Company issued 3,172,269 shares of its common stock to Rand Energy. No value was assigned to these shares, as Rand Energy did not have any assets. These shares together with 827,721 shares of common stock initially owned by Rand Energy and recorded as the Company’s treasury shares, were transferred to the 49% shareholders of Rand Energy, as consideration for purchase of all of the 49% interest in Rand Energy, resulting in the Company owning 100% equity interest in Rand Energy.PARTIES

b)Related parties ~~Common~~are ~~Stock~~the ~~Options~~officers of the Company, companies with common directors or owners, and ~~Warrants~~include companies indirectly controlled by directors or officers of the Company.

ADuring ~~summary of REGI’s stock option activities for~~ the ~~nine~~three months ended ~~January~~July 31, 2019, ~~and~~changes ~~year~~to ~~ended~~the ~~April~~amounts ~~30,~~owed ~~2018~~to/by related parties are as follows:

	Nine months ended					Year ended
	April 30, 2019			(Repayment)/Loan		July 31, 2019
	January 31, 2019					April 30, 2018
Due to Minewest	$	-		$	-	$	-
				Weighted					Weighted
Due from Linux Gold Corp.		(191	)		-		(191	)
				Average					Average
Due to IAS Energy, Inc.		7,431			-		7,431
				Exercise					Exercise
Due to Information Highway, Inc.		18,792			-		18,792
	Shares			Price		Shares			Price
Due to Teryl Resources Corp.		27,067			-		27,067
Outstanding at beginning of period		9,355,000		$	0.52		9,138,000		$	0.31
Total	$	53,099		$	-	$	53,099
Granted		-					1,900,000			1.17
Exercised		-					(155,000	)		0.10
Forfeited or expired		-					(1,528,000	)		0.20
Outstanding at end of period		9,355,000		$	0.52		9,355,000		$	0.52
Exercisable at end of period		9,163,750		$	0.53		9,163,750		$	0.53

~~The weighted~~Page ~~average~~13 ~~remaining contractual life~~ of ~~the options is 2.92 years at January 31, 2019, and 3.67 years at April 30, 2018.~~27

AtREGI, ~~January 31~~U.S., ~~2019 and April 30, 2018 there were no warrants outstanding~~INC.

~~F-10~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

9.JULY 31, ~~Income Taxes~~2019

~~The~~9) ~~Company~~DEMAND ~~is subject to the income tax laws of the United States and the States of Washington and Oregon~~NOTES, ~~and~~RELATED uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes.PARTIES

On ~~December~~March 2212, ~~2017~~2019, the ~~U.S.~~Chief ~~Tax~~Executive ~~Cuts~~Officer ~~and~~also ~~Jobs~~loaned ~~Act (the “Tax Reform Act”) was signed into law by President Trump. The Tax Reform Act significantly revised the U.S. corporate income tax regime by~~$10,000 ~~among other things, lowering the U.S. corporate tax rate from 35%~~ to ~~21% effective January 1, 2018, while also repealing~~ the ~~deduction for domestic production activities~~Company, ~~implementing a~~payable ~~territorial~~on ~~tax~~demand ~~system~~ and ~~imposing~~bearing asimple ~~repatriation tax on deemed repatriated earnings of foreign subsidiaries. U.S. GAAP requires~~interest ~~that~~at ~~the~~12% ~~impact~~per ~~of tax legislation be recognized in the period in which the law was enacted~~annum. ~~The Company does not anticipate that the “Tax Reform Act” will have any substantial effect on the Company’s financial position in the near future.~~

~~Deferred~~On ~~tax~~April ~~assets~~23, ~~consist~~2019, ofa ~~the~~current ~~tax~~member ~~effect~~ of ~~NOL~~the ~~carry-forwards.~~Company’s ~~The~~Board ~~Company~~of ~~has~~Directors ~~provided~~loaned a$15,000 ~~full~~to ~~valuation~~the ~~allowance~~Company, payable on ~~the~~demand ~~deferred~~and ~~tax~~being ~~assets~~simple ~~because~~interest ofat ~~the~~12% ~~uncertainty~~per ~~regarding its reliability~~annum.

~~The~~For ~~composition~~the three months ended July 31, 2019, the Company recognized $791 of ~~REGI’s~~interest ~~deferred~~expense ~~tax~~on ~~assets~~the atDemand :Notes, related parties.

	January 31, 2019			April 30, 2018
Net operating loss carry-forward	$	5,038,954		$	3,272,901
Deferred tax asset		1,058,180
Less: Valuation allowance		(1,058,180	)		687,309
					(687,309	)
Net deferred tax asset	$	-		$	-

The balance of the demand notes, related parties at July 31, 2019 and April 30, 2019 was $25,000.

10.) SECURED ~~Subsequent~~CONVERTIBLE ~~Events~~PROMISSORY NOTES

~~Management~~THREE ~~has~~MONTHS ~~evaluated~~ENDED ~~subsequent~~JULY ~~events~~31, ~~from the balance sheet date through the date the financial statements were available to be issued and notes no subsequent events to disclose.~~2018

FAs of July 31, 2018, REGI has outstanding senior secured convertible promissory notes (the “Convertible Notes”) of $195,344 (net of unamortized discount of $50,166) issued to related parties and $1,172,654 (net of unamortized discount of $422,781) issued to non-11related parties. As of April 30, 2018, REGI has outstanding Convertible Notes of $142,762 (net of unamortized discount of $54,816) issued to related parties and $997,468 (net of unamortized discount of $523,658) issued to non-related parties.

~~Item~~During 2.the ~~Management’s~~three ~~Discussion~~months ended July 31, 2018 the Company issued Convertible Notes for cash proceeds of $90,000, service debt provided by related parties of $27,932, and ~~Analysis~~service debt provided by non-related parties of ~~Financial~~$16,357. ~~Condition~~During the twelve months ended April 30, 2018 the Company issued Convertible Notes for cash proceeds of $1,212,849, settled accounts payable from previous years of $17,436, service debt provided by related parties of $131,577, and ~~Results~~service debt provided by non-related parties of ~~Operations~~$182,696 of which $66,600 was finders’ fee and legal fees for cash based Convertible Notes recorded as discount to the Convertible Notes.

~~Forward-Looking~~The ~~Statements~~Convertible Notes are secured against all assets of the Company, repayable two years after the issuance, bearing simple interest rate of 10% during the term of the notes and simple interest rate of 20% after the due date with the exception of one Convertible Note of $150,000 (net of unamortized discount of $7,684) repayable nine months after issuance, bearing simple interest of 2% during the term of the note and simple interest rate of 15% after the due date.

~~Certain~~As ~~statements~~of ~~contained~~July ~~in this Quarterly Report on Form 10-Q constitute “forward-looking statements.” These statements~~31, ~~identified~~ ~~by words such as “plan~~2018,” ~~“anticipate~~$17,”436, ~~“believe~~$40,”800, ~~“estimate~~$1,”622,710, ~~“should~~$60,~~” “expect”~~000 and ~~similar expressions include our expectations and objectives regarding our future financial position~~$100, ~~operating~~000 ~~results~~of ~~and business strategy. These statements reflect~~ the ~~current~~Convertible ~~views~~Notes ~~of management with respect to future events and~~ are ~~subject~~convertible toat ~~risks,~~any ~~uncertainties~~time ~~and~~on ~~other factors that may cause our actual results, performance~~ or ~~achievements, or industry~~ ~~results,~~after toninety bedays ~~materially different~~ from ~~those described in~~ the ~~forward-looking~~issuance ~~statements.~~date ~~Such~~into ~~risks and uncertainties include those set forth in our 10-K for~~ the ~~fiscal~~Company’s ~~year~~common ~~ended~~stocks ~~April~~at 30$0.174, ~~2018~~$0. 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”)12, ~~particularly our Annual Reports on Form~~ $0.10-K, ~~our~~$0.09 ~~Quarterly Reports on Form 10-Q~~ and ~~our~~$0.08 ~~Current~~per ~~Reports on Form 8-K~~share respectively.

~~All~~The ~~dollar~~Company ~~amounts~~analyzed the conversion option in ~~this~~the ~~Quarterly~~notes ~~Report~~for ~~are~~derivative inaccounting ~~U.S.~~treatment ~~dollars~~under ~~unless~~ASC ~~otherwise~~Topic ~~stated~~815, “Derivatives and Hedging,” and determined that the instrument does not qualify for derivative accounting.

The Company determined that the conversion option was subject to a beneficial conversion feature and during the three months ended July 31, 2018 the company recorded a total beneficial conversion feature of $5,850, and amortization of the beneficial conversion feature of $111,377 as interest expense. During the year ended April 30, 2018 the company recorded a total beneficial conversion feature of $1,027,441, and amortization of the beneficial conversion feature of $510,311 as interest expense.

Page 14 of 27

REGI, U.S., INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JULY 31, 2019

THREE MONTHS ENDED JULY 31, 2019

NON-RELATED PARTIES

On November 30, 2018, the Company issued a Convertible Note to Labrys Fund LP (the “Labrys Note”) in the amount of $220,000, of which $198,000 of the actual amount was received in cash proceeds by the company and the remaining $22,000 was recognized as an Original Issuance Discount, to be amortized over the life of the note. The Labrys Note is due on May 30, 2019 and bears simple interest of 12% per annum. Proceeds from the Labrys Note paid the remaining balance of the Firstfire Note.

The Labrys Note allows the holder to convert outstanding debt to shares of the Company’s common stock at a price other than a fixed conversion price per share. The conversion price of the Labrys Note is 60% of the lowest traded price of the Company’s common stock during the twenty consecutive trading day period immediately preceding any conversion notice. Management has determined that these provisions cause the conversion options to require derivative liability accounting.

In connection with Labrys Note, the Company also issued 2,000,000 shares of common stock (the “Returnable Shares”) to the holder as a commitment fee, provided however, the Returnable Shares must be returned to the Company’s treasury if the Note is fully repaid prior to 180 days after the issuance date.

During the three months ended July 31, 2019, the Company issued to related parties, two secured promissory notes in the amounts of $150,000 and $75,000, respectively. See Note 12 for further discussion. The Company used $220,000 of the proceeds from the notes to pay the outstanding balance of the Labrys Note. On June 5, 2019, Labrys returned 2,000,000 shares of common stock as the Labrys Note was repaid prior to 180 days of issuance.

During the three months ended July 31, 2019, the Company issued additional non-related parties convertible notes which settled accounts payable and accrued liabilities from previous years of $8,737.

As of July 31, 2019, the Company has outstanding non-related party secured convertible promissory notes of $921,293 (net of unamortized discount of $55,293) issued to non-related parties.

RELATED PARTIES

During the three months ended July 31, 2019, the Company issued Convertible Notes to related parties totaling for cash proceeds of $100,000. The company issued convertible notes to related parties in the amounts of $27,932 for accrued liabilities.

As of July 31, 2019, the Company has outstanding senior secured convertible promissory notes of $583,453 (net of unamortized discount of $45,030) issued to related parties.

CONVERSION EQUIVALENTS

Non-related parties

As of July 31, 2019, the aggregate principal balance of $976,587 and accrued interest balance of $162,845 due to convertible note holders, non-related parties is convertible at any time after the original issue date into a number of shares of the Company’s common stock, determined by dividing the amount to be converted by a weighted average conversion price of $0.092 per share, or an aggregate of 12,439,448 shares of the Company’s common stock.

Related parties

As of July 31, 2019, the aggregate principal balance of $628,483 and accrued interest balance of $57,866 due to convertible note holders, related parties is convertible at any time after the original issue date into a number of shares of the Company’s common stock, determined by dividing the amount to be converted by a weighted average conversion price of $0.075 per share, or an aggregate of 9,190,777 shares of the Company’s common stock.

Page 15 of 27

REGI, U.S., INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JULY 31, 2019

MATURITY

At July 31, 2019, principal payments on the convertible promissory notes are due as follows:

	Related party		Non-related party		Total
Year ending July 31, 2020	$	237,083	$	853,512	$	1,090,595
Year ending July 31, 2021		123,075		391,400		514,475
TOTAL CONVERTIBLE NOTES	$	360,158	$	1,244,912	$	1,605,070

The Company analyzed the conversion option in the notes for derivative accounting treatment under ASC Topic 815, “Derivatives and Hedging,” and determined that the instrument does not qualify for derivative accounting except as disclosed on the First Fire Note and the Labrys Note (Note 11).

11) DERIVATIVE LIABILITY

On April 18, 2018 and November 30, 2018, respectively, the Company issued two convertible notes (The Labrys Note and the First Fire Note) which contained provisions allowing holders of the notes to convert outstanding debt to shares of the Company’s common stock at a price other than a fixed conversion price per share. (Note 10). Management has determined that these provisions cause the conversion options to require derivative liability accounting.

The First Fire Note contained provisions which, after 180 days from the date of issuance, called for the debt conversion exercise price to be the lower of $0.10 per share or seventy-five percent (75%) of the lowest traded price of the Company’s common stock during the twenty consecutive trade days immediately preceding the date of a conversion. Management valued that portion of derivative liability associated with the First Fire Note at fair value of the derivative at the earliest date in which the holder of the note would have been eligible to convert the note to shares of the Company’s stock. The Company utilized the assumptions in determining fair value of the initial derivative liability associated with the First Fire Note:

Stock price	$	0.0675
Conversion price		0.045075
Expected volatility		122.25	%
Expected term (years)		0.337
Risk free rate		2.28	%
Fair value of conversion option derivative units	$	106,117

The Company recognized loss on initial recording of the conversion derivative liability of $106,117 and concurrently recorded an unamortized discount on the derivative liability of $150,000, to be amortized over the remaining life of the note. The unamortized discount on the derivative liability was charged to the “Capital” account.

On November 19, 2018, the Company issued the Labrys Note, the proceeds of which paid the remaining outstanding balance of the First Fire Note. The Labrys Note contained provisions which called for the debt conversion exercise price to be sixty percent (60%) of the lowest traded price of the Company’s common stock during the twenty consecutive trade days immediately preceding the date of a conversion. The Company utilized the following assumptions in determining fair value of the initial derivative liability associated with the Labrys Note:

Stock price	$	0.0569
Conversion price		0.024
Expected volatility		167.6	%
Expected term (years)		0.5
Risk free rate		2.52	%
Fair value of conversion option derivative units	$	351,870

Page 16 of 27

REGI, U.S., INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JULY 31, 2019

The Company recognized loss on initial recording of the conversion derivative liability associated with the Labrys Note in the amount of $351,870 and concurrently recorded an unamortized discount on the derivative liability of $195,000, to be amortized over the remaining life of the note. The unamortized discount on the derivative liability was charged to the “Capital” account.

At April 30, 2019, the fair value of conversion option derivative units was estimated at the period’s end using the Binomial option pricing model using the following assumptions:

Stock price	$	0.0779
Conversion price		0.032
Expected volatility		28.68	%
Expected term (years)		0.052
Risk free rate		2.46	%
Fair value of conversion option derivative units	$	327,166

Below is the detail of change in conversion option liability balance for the three months ended July 31, 2019 and year ended April 30, 2019, respectively:

	For the three months ended			For the year ended
	July 31, 2019			April 30, 2019
Beginning balance	$	306,696		$	-
Initial loss on fair value of derivative liability		-			457,986
Initial fair value of derivative discount		-			(345,000	)
Amortization of derivative discount		20,470			310,090
Revaluation of conversion option liability resulting from extinguishment of convertible debt		(327,166	)		(91,677	)
Net change in fair value of conversion option liability		-			(24,703	)
Ending balance	$	-		$	306,696

12) PROMISSORY NOTES

On September 25, 2018, the Company entered into a promissory note with a director of the Company’s board. The term of the agreement is five (5) years and has principal and interest payments of $445 per month. The agreement has a stated interest rate of 12% per annum. The balance due to the related party at July 31, 2019 is $17,163.

On May 30, 2019, the Company issued to related parties, two secured promissory notes in the amounts of $150,000 and $75,000, respectively. The notes bear interest at ten percent (10%) per annum and are due and payable on May 30, 2021. The notes are secured by a General Security Agreement dated May 30, 2019. The Company used $220,000 of the proceeds from the notes to pay the balance of the Labrys note (Note 10). On June 5, 2019, Labrys returned 2,000,000 shares previously issued as collateral on its convertible promissory note.

13) STOCKHOLDERS’ EQUITY

Issuance of common stock on exercise of convertible of notes, related parties

During the three months ended July 31, 2019 and 2018, respectively, there were no shares of common stock issued for conversion of related party convertible promissory notes.

Page 17 of 27

REGI, U.S., INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JULY 31, 2019

Issuance of common stock on exercise of convertible notes, non-related parties

During the three months ended July 31, 2018, non-related party convertible promissory note of $12,047 and its accrued interest of $916 were converted into 129,672 shares REGI’s common stock at $0.10 per share. During the three months ended July 31, 2019 non-related party convertible promissory notes of $20,472 and accrued interest of $4,094 were converted into a total of 156,432 shares of REGI’s common stock at conversion prices between $0.08 per share and $0.10 per share.

Common Shares Issued In Lieu of Cash for Services

During the three months ended July 31, 2019 and 2018, respectively, there were no shares of common stock issued for services.

Common shares issued for exercise of options

During the three months ended July 31, 2019 and 2018, respectively, there were no shares of common stock issued for exercise of options.

Returnable shares

14) SHARES TO BE ISSUED

Between April 15 and April 30, 2019, several holders elected to convert certain convertible notes with balance of $5,117 including accrued interest (Note 10) into 51,167 shares of the Company’s common stock at the conversion price of $0.10 per share as per terms of the agreements.

The Company received proceeds of $14,000 pursuant to the terms of a Private Placement a price of $0.07 per unit for 200,000 shares of its Common Stock and warrants to purchase an additional 200,000 shares of its common stock to an investor pursuant to a private placement of its securities. The offering consisted of the sale of “units” of the Company’s securities at the per unit price of $0.07. Each unit consisted of one shares of common stock and one warrants to purchase an additional share of common stock. Warrants issued pursuant to the 2019 Offering entitle the holders thereof to purchase shares of common stock for the price of $0.15 per share. The term of each warrant is for eighteen months commencing with its issuance date.

Between May 7 and June 5, 2019, the Company issued 251,167 shares of its common stock for Shares to Be Issued with a balance of $19,117 in consideration of the Private Placement and Conversion of promissory notes prior to April 30, 2019.

On July 31, 2019, as per Note 10, a holder elected to convert three non-related party notes with an aggregate balance of $1,800 including accrued interest of $300 into 18,000 common shares pursuant to the terms of the agreement at a conversion price of $0.10 per share.

On July 31, 2019, as per Note 10, a holder elected to convert two non-related party notes with an aggregate balance of $8,580 including accrued interest of $1,430 into 85,800 common shares pursuant to the terms of the agreement at a conversion price of $0.10 per share.

On August 1, 2019, the Company issued 400,000 shares of its common stock, and warrants to purchase an additional 400,000 shares of its common stock to an investor pursuant to a private placement of its securities (the “2019 Offering”). The 2019 Offering consisted of the sale of “units” of the Company’s securities at the per unit price of $0.05. Each unit consisted of one shares of common stock and one warrants to purchase an additional share of common stock. Warrants issued pursuant to the 2019 Offering entitle the holders thereof to purchase shares of common stock for the price of $0.10 per share. The term of each warrant is for eighteen months commencing with its issuance date. The Company raised a total of $20,000 to date pursuant to the 2019 Offering.

Page 18 of 27

REGI, U.S., INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JULY 31, 2019

As of July 31, 2019 and April 30, 2019, the balance of Shares to be issued was $30,380 and $19,117, respectively.

15) STOCK OPTIONS

On August 12, 2016, the Company approved the 2016 Stock Option Plan to issue up to 5,000,000 shares to certain key directors and employees. Pursuant to the Plan, the Company has granted stock options to certain directors, consultants and employees. This Stock Option Plan was amended to issue up to 9,200,000 shares. All options granted by the Company under the 2016 Plan vested immediately.

The Stock Option Plan has a fixed maximum percentage of 10% of the Company’s outstanding shares that are eligible for the plan pool, whereby the number of Shares under the plan increases automatically increases as the total number of shares outstanding increase. The number of shares subject to the Stock Option Plan and any outstanding awards will be adjusted appropriately by the Board of Directors if the Company’s common stock is affected through a reorganization, merger, consolidation, recapitalization, restructuring, reclassification dividend (other than quarterly cash dividends) or other distribution, stock split, spin-off or sale of substantially all of the Company’s assets.

The Stock Option plan also has terms and conditions, including without limitations that the exercise price for stock options granted under the Stock Option Plan must equal the stock’s fair value, based on the closing price per share of common stock, at the time the stock option is granted. The fair value of each option award is estimated on the date of grant utilizing the Black-Scholes model and commonly utilized assumptions associated with the Black-Scholes methodology. Options granted under the Plan have a ten-year maximum term and varying vesting periods as determined by the Board.

On June 6, 2019, the Board of Directors authorized the grant of 500,000 options to purchase shares of common stock of the Company for services to an officer of the Company. The Company estimated the fair value of this option grants using the Black-Scholes model with the following information and assumptions:

Options issued		500,000
Exercise price (Weighted average)	$	0.935
Stock price	$	0.075
Expected volatility		217.24	%
Expected term (years)		5 years
Risk free rate		1.88	%
Fair value of options issued	$	48,084

The options vest upon grant, and are exercisable at the following prices:

Options	Exercise price
50,000	$	0.10
50,000		0.20
25,000		0.35
25,000		0.50
50,000		0.75
50,000		1.00
125,000		1.25
125,000		1.50
500,000	$	0.94

The expiration date of the options is June 6, 2024. The fair value of the options is $48,084 and is recognized as stock-based compensation for the three months ended July 31, 2019. These costs are classified as management and administrative expense.

Page 19 of 27

REGI, U.S., INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JULY 31, 2019

The following is a summary of the Company’s options issued and outstanding in conjunction with the Company’s Stock Option Plans:

	For the three months ended July 31,
	2019				2018
	Options		Price (a)		Options		Price (a)
Beginning balance		8,200,000	$	0.52		9,355,000	$	0.52
Issued		500,000		0.94		-		-
Exercised		-		-		-		-
Expired						-		-
Ending balance		8,700,000	$	0.57		9,355,000	$	0.52
Exercisable at end of period		8,700,000		0.57		9,163,750	$	0.53

(a) Weighted average exercise price.

The following table summarizes additional information about the options under the Company’s Stock Option Plan as of July 31, 2019:

	Options outstanding and exercisable
Date of Grant	Shares		Price		Remaining Term
August 12, 2016		3,700,000	$	0.52		1.97
January 1, 2017		2,800,000		0.14		2.42
March 1, 2017		1,200,000		0.58		3.59
April 30, 2018		500,000		3.00		3.75
June 6, 2019		500,000		0.94		4.85
Total options		8,700,000	$	0.57		2.61

The total value of stock option awards is expensed ratably over the vesting period of the employees receiving the awards. As of April 30, 2019 and 2018, respectively, there was no unrecognized compensation cost related to stock-based options and awards.

The intrinsic value of exercisable options at July 31, 2019 and April 30, 2019, was $Nil and $Nil, respectively.

Page 20 of 27

REGI, U.S., INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JULY 31, 2019

16) SUBSEQUENT EVENT

Management has evaluated subsequent events from the balance sheet date through the date the financial statements were available to be issued and determined that no material subsequent events exist other than the following.

On August 1, 2019, the Company issued a convertible promissory note to a related party in consideration of $50,000 The convertible promissory note is secured against all assets of the Company, repayable two years after the issuance, bearing simple interest rate of 10% during the term of the notes and simple interest rate of 20% after the due date. The convertible promissory note is convertible at any time after the original issuance date into a number of shares of the Company’s common stock, determined by dividing the amount to be converted by a weighted average conversion price of $0.05 per share.

On or about August 1, 2019, the Company issued $50,000 in ten percent (10%) convertible debentures to a related party which are due two (2) year after their original issue date and are convertible into 1,000,000 shares of the Company’s common stock at the conversion price of $.05 per share.

On September 6, 2019, the Company issued 300,000 shares of its common stock in lieu of cash for services to three members of the board of directors with a fair value of $19,740.

On September 20, 2019, as per Note 10, a holder elected to convert a non-related party note with a balance of $36,000 including accrued interest of $6,000 into 300,000 common shares pursuant to the terms of the agreement at a conversion price of $0.12 per share.

On September 20, 2019, as per Note 10, a holder elected to convert a non-related party note with a balance of $12,000 including accrued interest of $2,000 into 100,000 common shares pursuant to the terms of the agreement at a conversion price of $0.12 per share.

On October 14, 2019, as per Note 10, a holder elected to convert two non-related party notes with an aggregate balance of $4,020 including accrued interest of $670 into 40,200 common shares pursuant to the terms of the agreement at a conversion price of $0.10 per share.

Page 21 of 27

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION.

Caution Regarding Forward-Looking Information

In addition to historical information, this Form 10-Q contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (PSLRA). This statement is included for the express purpose of availing the Company. of the protections of the safe harbor provisions of the PSLRA.

All statements contained in this Form 10-Q, other than statements of historical facts, that address future activities, events or developments are forward-looking statements, including, but not limited to, statements containing the words “believe,” “expect,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” and similar expressions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new products, services, developments or industry rankings; any statements regarding future revenue, economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. These statements are based on certain assumptions and analyses made by us in light of our experience and our assessment of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate under the circumstances. However, whether actual results will conform to the expectations and predictions of management is subject to a number of risks and uncertainties described under Item 1A - Risk Factors beginning on page 20 below that may cause actual results to differ materially.

Consequently, all of the forward-looking statements made in this Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results anticipated by management will be realized or, even if substantially realized, that they will have the expected consequences to or effects on our business operations. Readers are cautioned not to place undue reliance on such forward-looking statements as they speak only of the Company’s views as of the date the statement was made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Nature of Business

We are an early stage company engaged in the business of developing and building improved axial vane-type rotary devices for civilian, commercial and government applications. We own the worldwide intellectual and marketing rights to the RadMax® technology. Our vision is to develop advanced devices that reduce carbon footprint, reduce device size, weight and parts count, and increase fuel and manufacturing efficiencies. We intend to develop and market these devices in cooperation with industry and government partners. We are focused on creating new, disruptive technologies that are more efficient, compact and cost-effective than those ~~currently~~ currently available.

On July 27, 2016, we undertook our reorganization, naming our wholly owned subsidiary, RadMax Technologies, Inc. (“RadMax”) as the Company’s DBA for marketing and technology image.

Recent Development

Effective February 17, 2017 we purchased all assets of Reg Technologies Inc. (“Reg Tech”), a British Columbia public company, with the issuance of 51,757,119 shares of our common stock, increasing our ownership in the intellectual and marketing rights to the RadMax® technology from US only to worldwide. Reg Tech then distributed all these shares to its shareholders of record as dividends. This consolidation of ownership to the technology better enables our focused research and development efforts.

The asset purchase also resulted in our ownership of 49% of the issued and outstanding common shares of Rand Energy Group Inc. (“Rand Energy”), a British Columbia Company and 26% of the issued and outstanding common shares of Minewest Silver and Gold Inc. (“Minewest”), also a British Columbia company.

Rand Energy previously owned and transferred its intellectual and marketing rights to the original RadMax technology to Reg Tech. Effective November 2, 2017, we issued 3,172,269 shares of our common stock to Rand Energy. These shares together with the 827,721 shares of our common stock initially owned by Rand Energy and recorded as the Company’s treasury shares, were transferred to the 49% shareholders of Rand Energy, as consideration for purchasing all of their 49% interest in Rand Energy, resulting in the Company owing 100% equity interest of Rand Energy. This agreement with the 49% shareholder of Rand Energy settles any and all potential claims between the companies.

The Company entered into a Mutual Accord and Purchase Agreement on March 7th, 2018, to sell all of its interest in Minewest Silver & Gold Inc. (“Minewest”), a British Columbia company, in exchange for settlement of its outstanding debt of $7,217 to Minewest. The Company completed the final transfer of mining rights and Claim titles to Minewest on August 13th, 2018.

Going Concern

We incurred net losses of $1261,~~766,053~~356 for the ~~nine~~three months ended ~~January~~July 31, 2019 and had a working capital deficit of $2,~~309~~054,~~006~~101and ~~and~~ an accumulated deficit of $2526,~~829~~584,~~452~~751 at ~~January~~July 31, 2019. Further losses are expected until we enter into licensing agreements of our technologies. These factors raise substantial doubt about the ability of the Company to continue as a going concern.

We may receive interim support from related parties and plan to raise additional capital through debt and/or equity financings. We may also raise additional funds when our outstanding options are exercised. However, there is no assurance that any of these activities will be realized.

Due to the uncertainty of our ability to generate sufficient revenues from our operating activities and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due, in their report on our financial statements for the year ended April 30, ~~2018~~2019, our registered independent auditors included additional comments indicating concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that led to this disclosure by our registered independent auditors. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Results~~Reports ~~of Operations for Nine Months Ended January 31, 2019 Compared~~ to ~~the~~Security ~~Nine Months Ended January 31, 2018~~Holders

WeThe ~~had~~Registrant adoes ~~net~~not ~~loss~~issue ofannual ~~$1,766,053~~or ~~during~~quarterly reports to security holders other than the ~~nine~~annual ~~months~~Form ~~ended~~10-K ~~January~~and ~~31,~~quarterly ~~2019,~~Forms 10-Q ~~increased~~as ~~from~~electronically afiled ~~net~~with ~~loss~~the ofSEC. $1Electronically filed reports may be accessed at www.sec.gov. Interested parties also may read and copy any materials filed with the SEC at the SEC’s Public Reference Room at 450 Fifth Street NW,~~611~~ Washington,~~269~~ DC ~~during~~20549. Information may be obtained on the ~~nine~~ ~~months~~operation ~~ended~~of ~~January~~the ~~31,~~Public ~~2018~~Reference Room by calling the SEC at (800) SEC-0330.

~~We incurred~~Page ~~research~~22 ~~and development expenses~~ of ~~$365,709 in the nine months ended January 31, 2019, a decrease as compared to research and development expenses of $603,191 in the nine months ended January 31, 2018.~~27

~~During~~PLAN ~~the~~OF nine months ended January 31, 2019 we incurred interest and finance expense of $552,258 on secured convertible promissory notes as compared to $478,417 on secured convertible promissory notes during the nine months ended January 31, 2018.OPERATION

~~Total~~The ~~other~~Company ~~administrative~~is ~~and~~engaged ~~operating expenses decreased from $342,963~~ in the ~~nine~~business ~~months~~of ~~ended~~developing ~~January~~and ~~31,~~commercially ~~2018~~exploiting toan ~~$344,757~~improved inaxial ~~the nine~~vane ~~months~~type ~~ended~~rotary ~~January~~technology ~~31,~~known as ~~2019~~RadMax ®.

~~Results~~Our ofearly ~~Operations~~engineering ~~for~~and ~~Three~~development ~~Months~~work ~~Ended~~have ~~January~~not yet produced revenues and we have a working capital deficit. We have incurred net losses to July 31, 2019 ~~Compared~~totaling to$ ~~the~~26,584,751 ~~Three~~and ~~Months~~further ~~Ended~~losses ~~January~~are expected until we complete a licensing agreement with a manufacturer and reseller. At July 31, ~~2018~~2019, the Company had working capital deficiency of $2,054,101. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Our ability to emerge from the development stage with respect to our planned principal business activity is dependent upon our successful efforts to raise additional funds or develop a market for our products.

WeRESULTS ~~had~~OF ~~a net loss of $988,733 during the three months ended January 31, 2019 increased from a net loss of $672,248 during the three months ended January 31, 2018.~~OPERATIONS

We incurred research and development expenses of $124,301 in the three months ended January 31, 2019, a decrease as compared to research and development expenses of $204,413 in the three months ended January 31, 2018.

	For the three months ended July 31,
	2019			2018			$ Change			% Change
Revenue	$	25,000		$	-		$	25,000			N/A

Accounting and legal		30,200			20,721			9,479			45.7	%
Consulting and management		162,021			96,914			65,107			67.2	%
Stockholder relations		43,727			20,610			23,117			112.2	%
Depreciation and amortization		2,639			1,551			1,088			70.1	%
Stock-based compensation		48,084			-			48,084			N/A
General and administrative expenses		23,881			21,725			2,156			9.9	%
Research and development		129,618			120,358			9,260			7.7	%
Other expense (income)		(153,814	)		153,063			(306,877	)		(200.5	%)
NET LOSS	$	(261,356	)	$	(434,942	)	$	(173,586	)		39.9	%

~~During~~Management continues to focus its research and development efforts and administrative support with the increased success in financing the required expenditures. Research and development expenses increased from $120,358 to $129,618 for the three months ended ~~January~~July 31, 2018 and 2019, werespectively. ~~incurred~~General ~~interest~~ and ~~finance~~administrative expense ofincreased $~~237~~2,~~081~~156 onfrom ~~secured~~$21,725 ~~convertible~~for ~~promissory notes~~the asthree ~~compared~~months toended ~~$281~~July 31,~~137~~ on2018 ~~secured~~to ~~convertible~~$23,881 ~~promissory~~for ~~notes during~~ the three months ended ~~January~~July 31, ~~2018~~2019.

~~Total~~The ~~other~~Company’s ~~administrative~~basic and ~~operating~~diluted ~~expenses~~loss ~~decreased~~per ~~from~~share was $~~186,698~~0.002 infor the three months ended ~~January~~July 31, ~~2018~~2019 toand $~~101,805~~0.004 in for the three months ended ~~January~~July 31, ~~2019~~2018.

~~Liquidity~~LIQUIDITY ~~and~~AND ~~Capital~~FINANCIAL ~~Resources~~CONDITION

During the nine months ended January 31, 2019, we financed our operations mainly with proceeds of $496,555 from issuance of secured convertible promissory notes and $75,000 revenue generated by sales.

WORKING CAPITAL	July 31, 2019		April 30, 2019
Current assets	$	36,932	$	42,402
Current liabilities		2,091,033		2,266,862
Working capital deficit	$	2,054,101	$	2,224,460

At January 31, 2019 total amount owed to related parties is $115,196. This funding was necessary to meet our research and development targets and place us in a position to attain profit. These balances owed to related parties are non-interest bearing, unsecured and repayable on demand.

	For the three months ended
CASH FLOWS	July 31, 2019			July 31, 2018
Cash flow used by operating activities	$	(140,176	)	$	(114,707	)
Cash flow used by investing activities		-			-
Cash flow provided by financing activities		126,194			90,000
Net increase (decrease) in cash during period	$	(13,982	)	$	(24,707	)

~~We plan~~Page to23 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 the financing necessary to continue our plan of operations, then we will not be able to continue the development of our technologies and our business will fail.27

5During the three months ended July 31, 2019, the Company issued Convertible Notes to a related party for cash proceeds of $100,000 and received cash proceeds from demand and related party promissory notes in the amount of $226,194. The Company repaid convertible party promissory notes in the amount of $220,000 and received cash proceeds from the sale of common stock in the amount of $20,000.

~~Off-Balance~~The ~~Sheet~~note ~~Arrangements~~balances owed to related parties are generally interest bearing, unsecured and repayable on demand. Our related parties have indicated that they will not be demanding repayment of these funds during the next fiscal year and will advance or pay expenses on behalf of the Company if further funds are needed.

WeAs ~~have~~of noJuly ~~off-balance~~31, ~~sheet~~2019, ~~arrangements~~the ~~that~~Company ~~have~~had ~~or are reasonably likely to have~~ a ~~current~~working orcapital ~~future~~deficit ~~effect on our financial condition, changes in financial condition, revenues or expenses, results~~ of ~~operations~~$2, ~~liquidity~~054, ~~capital expenditures or capital resources that is material to our stockholders~~101.

~~Critical~~REGI ~~Accounting~~U.S., ~~Policies~~Inc. anticipates continuing to rely on sales of its debt and/or equity securities in order to continue to fund ongoing operations. Issuances of additional shares of common stock may result in dilution to the Company’s existing stockholders. There is no assurance that the Company will be able to complete any additional sales of equity securities or that it will be able arrange for other financing to fund its planned business activities.

WeThe ~~have~~Company’s ~~identified~~continuation ~~certain~~as ~~accounting~~a ~~policies~~going ~~that~~concern ~~are~~is ~~most~~dependent ~~important~~upon its ability to ~~the~~generate ~~portrayal~~sufficient ofcash ~~our~~flow ~~current~~to ~~financial~~meet ~~condition~~its ~~and~~obligations on ~~results~~a timely basis, to obtain additional financing as may be required, or ultimately to attain profitability. Potential sources of ~~operations.~~cash, ~~Our~~or ~~significant~~relief ~~accounting~~of ~~policies~~demand ~~are~~for ~~disclosed~~cash, ininclude ~~Note~~additional 2external ofdebt, the ~~consolidated~~sale ~~financial~~of ~~statements~~shares ~~for~~of the ~~nine~~Company’s stock or alternative ~~months~~methods ~~ended~~such ~~January~~as 31mergers or sale of the Company’s assets. No assurances can be given, ~~2019~~however, ~~attached~~that ~~hereto~~the Company will be able to obtain any of these potential sources of cash. The Company currently requires additional cash funding from outside sources to sustain existing operations and to meet current obligations and ongoing capital requirements.

~~Contractual~~The ~~Obligations~~Company plans for the long-term continuation as a going concern include financing future operations through sales of our equity and/or debt securities.

WeOFF-BALANCE doSHEET ~~not currently have any contractual obligations requiring any payment obligation from us.~~ARRANGEMENTS

~~Item~~The 3.Company ~~Quantitative~~has ~~and~~no ~~Qualitative~~significant ~~Disclosures~~off-balance ~~about~~sheet ~~Market~~arrangements ~~Risk~~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 are material to its stockholders.

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~~ ITEM 4. ~~Controls~~CONTROLS ~~and~~AND ~~Procedures~~PROCEDURES

~~(a)~~Conclusions ~~Evaluation~~of Management Regarding Effectiveness of ~~disclosure~~Disclosure ~~controls~~Controls and ~~procedures~~Procedures

~~Based~~At ~~upon~~the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision and with the participation of the Company’s management, including the President and Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”), of the effectiveness of ~~our~~the design and operations of the Company’s disclosure controls and procedures ~~performed~~(as bydefined ~~our~~in ~~management,~~Rule ~~with~~13a ~~participation~~– 15(e) and Rule 15d – 15(e) under the Exchange Act). Based ofon ~~our~~that ~~Chief~~evaluation, ~~Executive~~the ~~Officer~~PEO and ~~our~~the ~~Chief~~PFO ~~Financial~~have ~~Officer~~concluded that as of the end of the period covered by this report, ~~our~~the ~~Chief Executive~~Company’s ~~Officer~~disclosure controls and ~~our~~procedures ~~Chief~~were ~~Financial~~not ~~Officer~~effective ~~concluded~~as ~~that~~it ~~our~~was ~~disclosure~~determined ~~controls~~that ~~and~~there ~~procedures~~ were ~~not~~material ~~effective~~weaknesses ~~due~~affecting toour ~~inadequate~~disclosure ~~segregation~~controls ofand ~~duties~~procedures.

AsManagement ~~used~~of ~~herein,~~the ~~“disclosure~~Company ~~controls~~believes ~~and~~that ~~procedures”~~these ~~mean~~material ~~controls~~weaknesses ~~and other procedures of our company that~~ are ~~designed~~ due to ~~ensure~~the ~~that~~small ~~information~~size ~~required~~of tothe beCompany’s ~~disclosed~~accounting bystaff. usThe small insize of the ~~reports~~Company’s ~~that~~accounting westaff ~~file~~may orprevent ~~submit~~adequate ~~under~~controls in the ~~Securities Exchange Act is recorded~~future, ~~processed,~~such ~~summarized~~as ~~and~~segregation ~~reported~~of duties, due ~~within~~to the ~~time~~cost/benefit ~~periods~~of ~~specified~~such inremediation. ~~the~~To ~~Commission’s~~mitigate ~~rules and~~the ~~forms.~~current ~~Disclosure~~limited ~~controls~~resources and ~~procedures~~limited ~~include~~employees, ~~without~~we ~~limitation,~~rely ~~controls and procedures designed to ensure that information~~heavily ~~required~~on todirect bemanagement ~~disclosed~~oversight byof ustransactions, inalong with the ~~reports~~use ~~that~~of weexternal ~~file~~legal orand ~~submit~~accounting ~~under~~professionals. As the ~~Securities Exchange Act is accumulated and communicated~~Company togrows, ~~our~~ management, ~~including~~expects ~~our~~to ~~principal~~increase ~~executive~~the ~~and~~number ~~principal~~of ~~financial officers~~employees, orwhich ~~persons~~will ~~performing~~enable ~~similar~~us ~~functions, as~~to ~~appropriate~~implement toadequate ~~allow~~segregation ~~timely~~of ~~decisions~~duties within ~~regarding~~the ~~required~~internal ~~disclosure~~control framework.

~~We are~~Page ~~taking~~24 ~~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 need to appoint additional qualified personnel to address inadequate segregation of duties 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.27

~~(b)~~PEO ~~Changes~~and inPFO ~~Internal Control over Financial Reporting~~Certifications

~~There~~Appearing ~~were~~immediately nofollowing ~~changes~~the inSignatures ~~our~~section ~~internal~~of ~~control~~this ~~over~~report ~~financial~~there ~~reporting~~are ~~during~~Certifications of the ~~quarter~~PEO ~~ended~~and ~~January~~the ~~31,~~PFO. ~~2019~~The ~~that~~Certifications are ~~have~~required ~~materially~~in accordance with Section 03 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This Items of this ~~affected,~~report orwhich you are ~~reasonably~~currently ~~likely~~reading is the information concerning the Evaluation referred to ~~materially~~in ~~affect,~~Section ~~our~~302 ~~internal~~Certifications and ~~control~~this ~~over~~information ~~financial~~should ~~reporting~~be read in conjunction with Section 302 Certifications for a more complete understanding of the topics presented.

6Changes in Internal Control over Financial Reporting

~~PART~~There ~~II-~~have ~~OTHER~~been ~~INFORMATION~~no changes during the quarter ended July 31, 2019 in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting.

~~Item~~PART 1.II ~~Legal~~- ~~Proceedings~~OTHER INFORMATION

~~We are~~ITEM ~~not a party to any pending legal proceeding~~1. ~~Management~~LEGAL ~~is not aware of any threatened litigation, claims or assessments~~PROCEEDINGS.

~~Item~~REGI, 1AU.S., ~~Risk~~Inc. ~~Factors~~is not a party to any material legal proceedings, and, to Management’s knowledge, no such proceedings are threatened or contemplated. No director, officer or affiliate of REGI, U.S., Inc. and no owner of record or beneficial owner of more than 5% of the Company’s securities or any associate of any such director, officer or security holder is a party adverse to REGI, U.S., Inc. or has a material interest adverse to REGI, U.S., Inc. in reference to pending litigation.

~~We are~~ITEM a1A. ~~smaller~~RISK ~~reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item~~FACTORS.

~~Item~~There 2.have ~~Unregistered~~been ~~Sales~~no ofmaterial ~~Equity~~changes ~~Securities~~from ~~and~~the ~~Use~~risk offactors ~~Proceeds~~as previously disclosed in the Company’s Form 10-K for the year ended April 30, 2019 which was filed with the SEC on September 11, 2019

~~From May~~ITEM ~~1, 2018 to the date of this report, the Company issued convertible promissory notes for cash proceeds of $496,555 and service debt of $95,689~~2. ~~The~~RECENT ~~convertible~~SALES ~~notes~~OF ~~are~~UNREGISTERED ~~secured against all assets of the Company, repayable two years after the issuance, bearing simple interest rate of 10% during the term of the notes and simple interest rate of 20% after the due date~~SECURITIES.

~~From~~On ~~May~~August 1, ~~2018~~2019, the Company issued a convertible promissory note to ~~the~~a ~~date~~related party in consideration of ~~this~~$50,000 ~~report~~The convertible promissory note is secured against all assets of the Company, 4repayable two years after the issuance,~~004,457~~ bearing simple interest rate of 10% during the term of the notes and simple interest rate of 20% after the due date. The convertible promissory note is convertible at any time after the original issuance date into a number of shares of the Company’s common stock, ~~were~~determined by ~~issued~~dividing ~~for~~the ~~convertible~~amount ~~promissory notes~~to be converted by a weighted average conversion price of $0.05 per share.

~~Item~~On 3.or ~~Defaults~~about ~~Upon~~August ~~Senior~~1, ~~Securities~~2019, the Company issued $50,000 in ten percent (10%) convertible debentures to a related party which are due two (2) year after their original issue date and are convertible into 1,000,000 shares of the Company’s common stock at the conversion price of $.05 per share.

~~None~~On September 6, 2019, the Company issued 300,000 shares of its common stock in lieu of cash for services to three members of the board of directors with a fair value of $19,740.

~~Item~~On 4.September ~~Mine~~20, ~~Safety~~2019, ~~Disclosures~~as per Note 10, a holder elected to convert a non-related party note with a balance of $36,000 including accrued interest of $6,000 into 300,000 common shares pursuant to the terms of the agreement at a conversion price of $0.12 per share.

~~Not~~On ~~applicable~~September 20, 2019, as per Note 10, a holder elected to convert a non-related party note with a balance of $12,000 including accrued interest of $2,000 into 100,000 common shares pursuant to the terms of the agreement at a conversion price of $0.12 per share.

~~Item~~On 5.October ~~Other~~14, ~~Information~~2019, as per Note 10, a holder elected to convert two non-related party notes with an aggregate balance of $4,020 including accrued interest of $670 into 40,200 common shares pursuant to the terms of the agreement at a conversion price of $0.10 per share.

~~None.~~Page 25 of 27

~~Item 6~~ITEM 3. ~~Exhibits~~DEFAULTS UPON SENIOR SECURITIES.

~~(a) Exhibit(s)~~None

	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*
			* Filed herewith.

ITEM 4.

MINE SAFETY DISCOSURES.

7Not applicable

ITEM 5.

OTHER INFORMATION.

None

ITEM 6.

EXHIBITS

Exhibit
Number		Description of Exhibits
31.1		Certification of Principal Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Principal Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS(2)	XBRL Instance
101.SCH*	XBRL Taxonomy Extension Schema
101.CAL*	XBRL Taxonomy Extension Calculation
101.DEF*	XBRL Taxonomy Extension Definition
101.LAB*	XBRL Taxonomy Extension Labels
101.PRE*	XBRL Taxonomy Extension Presentation

Page 26 of 27

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.

March 25, 2019

		REGI, U.S., INC.

Date:	November 8, 2019	By:	*/s/ PAUL W. CHUTE*
			Paul W. Chute
			Chief Executive Officer
			(Principal Executive Officer)

Date:	November 8, 2019	By:	*/s/ PAUL W. CHUTE*
			Paul W. Chute
			Chief Financial Officer
			(Principal Financial Officer)

~~REGI~~Page ~~U.S.,~~27 ~~INC.~~of ~~/s/ Michael Urso Michael Urso Chief Executive Officer~~27

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