SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
------------
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 2009
- --------------------------------------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from __________ to __________
Commission File Number 000-9519
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REGENT TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
COLORADO 84-0807913
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5646 Milton, Suite 722
Dallas, Texas 75206
(Address of principal executive offices)
214-507-9507
(Issuer's telephone number)
Regent Petroleum Corporation
(Former name of Issuer)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") during the preceding 12 months (or for such shorter period that
the Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
------ ------
INdicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(section 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes No
------ ------
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer
--- ---
Non-accelerated filer Smaller reporting company
--- ---
(Do not check if a smaller reporting company)
Indicate by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes X No
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The number of outstanding shares of the issuer's only class of common stock as
of November 18, 2009 was 7,262,456.
REGENT TECHNOLOGIES, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
INDEX TO FORM 10-Q
September 30, 2009
Page Nos.
--------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets (Unaudited) 1
at September 30, 2009 and December 31, 2008 (Audited)
Consolidated Statements of Operations (Unaudited) 2
For the Three and Nine Months Ended September 30, 2009 and 2008
and for the Period from Inception (January 1, 1999) to
September 30, 2009
Consolidated Statements of Cash Flows (Unaudited) 3
For the Nine Months Ended September 30, 2009 and 2008
and for the Period from Inception (January 1, 1999) to
September 30, 2009
Notes to Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
Item 3. Quantitative and Qualitative Disclosures About Market Risk 9
Item 4T. Controls and Procedures 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 9
Item 1A. Risk Factors 9
Item 2. Changes in Securities 10
Item 3. Defaults Upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
SIGNATURE 10
EXHIBIT INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
- ------- --------------------
REGENT TECHNOLOGIES, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
September 30, December 31,
2009 2008
------------------ ------------------
ASSETS (Unaudited) Audited
CURRENT ASSETS
Cash in bank $ 22,293 $ 886
Settlements and receivable, net of $12,892
allowance for uncollectible accounts - -
--------- ---------
Total Current Assets 22,293 886
Property and equipment:
Furniture and fixtures 8,593 8,593
Computer equipment 2,400 2,400
--------- ---------
10,993 10,993
Less accumulated depreciation ( 10,993) ( 10,993)
--------- ---------
Net property and equipment - -
Investments in affiliate (Note 5) 423,052 431,282
--------- ---------
TOTAL ASSETS $ 445,345 $ 432,168
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable, trade $ 5,015 $ 214
Note payable, related parties 26,275 13,520
Accrued interest payable 1,645 371
--------- ---------
Total Current Liabilities 32,935 14,105
--------- ---------
STOCKHOLDERS' EQUITY
Convertible Preferred stock, $.10 par value, 1,000,000
shares authorized, 79,500 and 75,000 shares issued
and outstanding, respectively, Regent GLSC Technologies, Inc. 7,950 7,500
Preferred stock, $.10 par value, 30,000,000
shares authorized, no shares issued and
outstanding, Registrant - -
Common stock, $.01 par value, 100,000,000
shares authorized, 7,262,456 and 7,037,456 shares
issued and outstanding, respectively 72,625 70,375
Paid-in capital in excess of par 3,742,295 3,720,245
Accumulated deficit (including $62,460 deficit
accumulated since reentering the development stage) (3,410,460) (3,380,057)
--------- ---------
412,410 418,063
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 445,345 $ 432,168
========= =========
The accompanying notes are an integral part of the consolidated financial statements.
1
REGENT TECHNOLOGIES, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
AND FOR THE PERIOD JANUARY 1, 1999
THROUGH SEPTEMBER 30, 2009
(UNAUDITED)
For the For the For the For the
three three nine nine Cumulative
months months months months Since Re-entering
ended September ended September ended September ended September Development Stage
30, 2009 30, 2008 30, 2009 30, 2008 January 1, 1999
------------ ------------ ------------ ------------ ------------
Revenues $ - $ - $ - $ - $ -
Operating expenses:
General and administrative 5,054 12,757 18,650 30,437 316,092
--------- --------- --------- --------- ---------
Operating loss ( 5,054) ( 12,757) ( 18,650) ( 30,437) (316,092)
--------- --------- --------- --------- ---------
Other income and (expense):
Gain on fair value measurement - 27,087 - 103,201 103,201
Transfer on fair value measurement ( 8,230) - ( 8,230) - ( 8,230)
Gain on extinguishment of debt - - - 21,154 145,340
Gain on sale of investment - - - 35,125 76,581
Stock grant expense - - ( 2,250) ( 2,750) ( 25,722)
Interest expense ( 559) ( 250) ( 1,273) ( 1,578) ( 37,538)
--------- --------- --------- --------- ---------
Total other income (expense) ( 8,789) 26,837 ( 11,753) 155,152 253,632
Income (loss) from continuing operations
before income taxes ( 13,843) 14,080 ( 30,403) 124,715 ( 62,460)
Provisions for income taxes - - - - -
--------- --------- --------- --------- ---------
Net income (loss) ( 13,843) 14,080 ( 30,403) 124,715 ( 62,460)
========= ========= ========= ========= =========
Net income (loss) per common share
(basic and diluted) $ - $ - $ - $ .02
========= ========= ========= =========
Weighted Average Shares Outstanding 7,262,456 5,812,456 7,158,894 5,711,416
The accompanying notes are an integral part of the consolidated financial statements.
2
REGENT TECHNOLOGIES, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
AND FOR THE PERIOD JANUARY 1, 1999
THROUGH SEPTEMBER 30, 2009
(UNAUDITED)
Cumulative
Since Re-entering
For the Nine Months Ended September 30, Development Stage
2009 2008 January 1, 1999
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $( 30,403) $ 124,715 $( 62,460)
Adjustments to reconcile net income (loss) to net
cash used in operating activities:
Depreciation - - 3,762
(Increase) decrease from fair value measurement 8,230 (103,201) ( 94,971)
Gain from extinguishment of debt - ( 21,154) (145,340)
Gain from sale of investment - ( 35,125) ( 76,581)
Note issued for settlement expenses - - 20,000
Common stock issued for services 2,250 2,750 30,722
Common stock issued in legal settlement - - 14,000
Decrease in settlements and note receivable - - 4,800
Decrease in other assets - - 1,967
Increase in allowance for uncollectible settlements - - 79,892
Increase (decrease) in accounts payable, trade 4,801 ( 14,803) 36,346
Increase (decrease) in accounts payable, stockholder - - 10,000
Increase (decrease) in interest payable 1,274 ( 7,695) 36,381
--------- --------- ---------
Net Cash Used In Operating Activities ( 13,848) ( 54,513) (141,482)
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in affiliates - - (350,000)
Proceeds from sale of investments - 100,000 100,000
--------- --------- ---------
Net Cash Provided By (Used In) Investing Activities - - (250,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of Preferred Stock 22,500 50,000 397,500
Proceeds from note payable - related party 12,755 - 107,555
Repayments of notes payable - ( 81,280) ( 91,280)
--------- --------- ---------
Net Cash Provided By (Used In) Financing Activities 35,255 ( 31,280) 413,775
--------- --------- ---------
Net Increase in Cash 21,407 14,207 22,293
Cash At Beginning Of Period 886 20 -
--------- --------- ---------
Cash At End of Period $ 22,293 $ 14,227 $ 22,293
========= ========= =========
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
--------------------------------------------------------------------
Issuance of common stock upon conversion
of notes payable $ - $ - $ 193,840
Common stock issued for director stock awards $ 2,250 $ 2,750 $ 20,722
Common stock issued for bonus compensation $ - $ - $ 10,000
Common stock returned in failed consideration
and debt settlement $ - $ - $ 510,960
Repayment of note payable transferred directly
to MacuCLEAR upon sale to GHI, Ltd. $ - $ - $ 150,000
Partial sale of MacuCLEAR holdings to GHI, Ltd. $ - $ - $ 148,500
Issuance of common stock upon MacuCLEAR sale
to GHI, Ltd. $ - $ - $ 1,500
The accompanying notes are an integral part of the consolidated financial statements.
3
REGENT TECHNOLOGIES, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
---------------------
The accompanying unaudited consolidated financial statements included herein
have been prepared by REGENT TECHNOLOGIES, INC. (the "Registrant" or "Company")
pursuant to the rules and regulations of the Securities and Exchange Commission
for interim financial information, and do not include all the information and
footnotes required by accounting principles generally accepted in the United
States of America for complete financial statements. In the opinion of
management, the accompanying unaudited consolidated financial statements include
all adjustments, which are of a normal recurring nature, necessary to reflect a
fair presentation of the results for the interim periods presented. The results
of operations for such interim periods are not necessarily indicative of what
may occur in future periods.
The significant accounting policies of the Company are described in Note 1 to
the 2008 consolidated financial statements of the 2008 Form 10-K, and the criti-
cal accounting policies and estimates are described in Management's Discussion
and Analysis included in Item 7 of the 2008 Form 10-K and in Item 2 of this
quarterly report. In management's opinion, the accounting policies and estimates
presented in the 2008 Form 10-K have not changed and therefore the unaudited
consolidated financial statements herein should be read in conjunction with the
Company's audited report on Form 10-K for the period ended December 31, 2008,
which was previously filed with the Securities and Exchange Commission.
In preparing the accompanying unaudited consolidated financial statements, the
Company has reviewed, as determined necessary by the Company's management,
events that have occurred after September 30, 2009, until the issuance of the
financial statements, which occurred on November 18, 2009.
2. NEW ACCOUNTING PRONOUNCEMENTS
-----------------------------
In June 2009, the FASB issued guidance on the FASB Accounting Standards Codifi-
cation(TM) ("Codification" or "ASC") and the Hierarchy of Generally Accepted
Accounting Principles. This guidance establishes the Codification as the single
official source of authoritative United States accounting and reporting
standards for all non-governmental entities (other than guidance issued by the
SEC). The Codification changes the referencing and organization on financial
standards and is effective for interim and annual periods ending on or after
September 15, 2009. We have applied the Codification to our disclosures
beginning with our third quarter of fiscal 2009. As Codification is not intended
to change the existing accounting guidance, its adoption did not have an impact
on our financial statements.
3. GOING CONCERN UNCERTAINTIES
---------------------------
As of the date of this quarterly report, there is substantial doubt regarding
our ability to continue as a going concern as we have not generated sufficient
cash flow to fund our business operations and material commitments. Our future
success and viability, therefore, are dependent upon our ability to generate
capital financing. We are optimistic that we will be successful in our new
business operations and capital raising efforts; however, there can be no
assurance that we will be successful in generating revenue or raising additional
capital. The failure to generate sufficient revenues or raise additional capital
may have a material and adverse effect upon the Company and our shareholders.
These consolidated financial statements do not give effect to any adjustments
which would be necessary should the Company be unable to continue as a going
concern and therefore be required to realize its assets and discharge its
liabilities in other than the normal course of business and at amounts different
from those reflected in the accompanying consolidated financial statements.
4
4. CAPITAL STRUCTURE DISCLOSURES
-----------------------------
Common Stock
The Company's capital structure is complex and consists of preferred stock and
a general class of common stock. The Company is authorized to issue 130,000,000
shares of stock, of which 30,000,000 have been designated as preferred shares
with a par value per share of $.10, and 100,000,000 have been designated as
common shares with a par value per share of $.01. As of this interim report,
7,262,456 shares of common stock are outstanding. This compares to 5,812,456
shares for the same period in 2008 with the difference due primarily to stock
issuances under stock-based compensation (see Note 4 in the notes to the
consolidated financial statements of the 2008 Form 10-K).
Subsidiary Preferred Stock
On April 18, 2007, Regent GLSC accepted purchase agreements in a total amount
of $150,000.00 received from four purchasers of a private offering of shares
of Series A Convertible Preferred Stock ("Regent GLSC Preferred Stock"). Under
the accepted purchase agreements, the subscribers purchased through a Preferred
Stock Purchase Agreement 30,000 shares of Regent GLSC's Series A Convertible
Preferred Stock at $5.00 per share. The stock was sold under a private placement
offering in $50,000 units. Each full unit is convertible into 10,000 shares of
common stock of Regent GLSC plus 9,600 shares of common stock of MacuCLEAR.
Regent GLSC accepted Preferred Stock purchase agreements in the total amount of
$375,000 prior to the current period. During the current period, Regent sold
4,500 shares of Regent GLSC Preferred Stock at $5.00 per share.
5. INVESTMENTS IN AFFILIATE
------------------------
On January 1, 2008, the Company adopted ASC 820, "Fair Value Measurements,"
which defines fair value, establishes a framework for using fair value to
measure assets and liabilities, and expands disclosures about fair value
measurements. The Statement applies whenever other statements require or permit
assets or liabilities to be measured at fair value. SFAS 157 established the
following fair value hierarchy that prioritizes the inputs used to measure fair
value:
o Level 1 -- Unadjusted quoted prices in active markets for identical,
unrestricted assets or liabilities that the Fund has the ability to
access at the measurement date;
o Level 2 -- Quoted prices which are not active, or inputs that are
observable (either directly or indirectly) for substantially the full
term of the asset or liability; and
o Level 3 -- Significant unobservable inputs that reflect the Company's
own assumptions about the assumptions that market participants would
use in pricing an investment.
The following table presents our financial assets and liabilities that were
accounted for at fair value on a recurring basis as of September 30, 2009 by
level within the fair value hierarchy:
Fair Value Measurements Using
--------------------------------------
September 30, 2009 Level 1 Level 2 Level 3
------------------ ----------- ---------- -----------
Investment in affiliate............................ $ - $ - $ 423,052
September 30, 2008
------------------
Investment in affiliate............................ $ - $ - $ 431,282
5
The Company is responsible for the valuation process and as part of this process
may use data from outside sources in establishing fair value. The Company
performs due diligence to understand the inputs used or how the data was
calculated or derived. The Company corroborates the reasonableness of external
inputs in the valuation process.
As of the date of this quarterly filing, Regent GLSC holds title to 126,428
shares of MacuCLEAR Preferred Stock, of which 76,574 shares are beneficially
held for the holders of Regent GLSC Preferred Stock. The Company has determined
the fair value for these holdings has not materially changed from the amount
determined for the period ended December 31, 2008 based on continuous sales at
the same price per share for sales of MacuCLEAR Preferred Stock during 2009. Due
to the sale of 4,500 shares of Regent GLSC Preferred Stock, the number of shares
benefcially owned by the Company was reduced from 54,174 to 49,854 (Note 4).
Accordingly, we applied the $4.50 per share as the measurement of fair value for
our holdings in MacuCLEAR Series A Preferred Stock. As a result of our reduced
ownership, the amount of $8,230 is a transfer out of the Level 3 valuation
previously recorded and was treated as a net loss for the current quarter. The
following is the reconciliation used in determining the value of the investment:
Investment in
affiliate
--------------
Beginning Balance as of 12/31/08 $ 431,282
Realized gain/(loss) -
Change in unrealized
appreciation/(depreciation) -
Net purchase/sales -
Net transfers in and/or out of
Level 3 ( 8,230)
--------------
ENDING BALANCE AS OF 09/30/09 $ 423,052
==============
6. NOTES PAYABLE - RELATED PARTIES
-------------------------------
Beginning in 2005, the Company borrowed various amounts for general corporate
purposes under a note payable to NR Partners, a partnership comprised of the
President as a partner and director David Ramsour as a partner. The total NR
borrowings outstanding at December 31, 2008 was $13,520. During the first nine
months of 2009, we borrowed an additional $12,755 from NR Partners for corporate
purposes. The note matured effective July 31, 2008 and continues month-to-month
with interest accruing at the rate of 8.5 percent per annum.
7. STOCK-BASED COMPENSATION
------------------------
The Company has outstanding restricted common stock grant awards issued under
its equity incentives for board members. See Note 3 to the consolidated
financial statements in the Company's Form 10-K for the year ended December 31,
2008 for additional information.
Effective June 30, 2009, the Company issued 225,000 shares of new restricted
common stock as vested shares pursuant to the June 30 vesting period under the
restricted stock award agreements with the directors. The amount of $2,250 was
recognized as stock-based compensation expense during the second quarter.
8. SUBSEQUENT EVENTS
-----------------
On October 5, 2009, we made payments on the note payable to NR Partners in the
amounts of $19,925 for principal reduction and $1,575 for accrued interest.
6
Item 2. Management's Discussion and Analysis of Financial Condition
- ------- -----------------------------------------------------------
and Results of Operations
-------------------------
INTRODUCTION - STATEMENT OF FORWARD-LOOKING INFORMATION
- -------------------------------------------------------
The Private Securities Litigation Reform Act of 1995 (the "Act") provides a safe
harbor for forward-looking statements made by or on behalf of the Company. The
Company and its representatives may from time to time make written or oral
statements that are "forward-looking", including statements contained in this
report and other filings with the Securities and Exchange Commission, reports to
the Company's shareholders and news releases. All statements that express
expectations, estimates, forecasts or projections are forward-looking statements
within the meaning of the Act. In addition, other written or oral statements,
which constitute forward-looking statements, may be made by or on behalf of the
Company. Words such as "expects", "anticipates", "intends", "plans", "believes",
"seeks", "estimates", "projects", "forecasts", "may", "should", variations of
such words and similar expressions are intended to identify such forward-looking
statements. Management cautions that forward-looking statements are subject to
risks and uncertainties that could cause our actual results to differ materially
from projections in such forward-looking statements. The risks, uncertainties
and other important factors that may cause our results to differ materially from
those projected in such forward-looking statements are detailed under the "Risk
Factors" and elsewhere in our Annual Report on Form 10-K for our fiscal year
ended December 31, 2008. We undertake no obligation to update a forward-looking
statement to reflect subsequent events, changed circumstances, or the occurrence
of unanticipated events.
This discussion should be read in conjunction with the consolidated financial
statements and notes presented in this report and the financial statements
and notes in our last filed Annual Report on Form 10-K filed for the period
ending December 31, 2008 for a full understanding of our financial position and
results of operations for the nine month period ended September 30, 2009.
OVERVIEW
- --------
Regent Technologies, Inc., a Colorado corporation, is listed on the OTC Bulletin
Board under the symbol "REGT". The Registrant ("Regent," "Company," "we,"
"our" or "us") is a development stage company focused on the identification of
new technologies which we believe have the potential for commercialization. We
conduct operations through our subsidiary, Regent GLSC Technologies, Inc. The
Company expects to form one or more additional subsidiary companies for future
operations. Our strategy is to initially acquire rights to technologies and
products that are at or near commercialization. We plan to control operating
companies which own or license emerging technologies. We do not intend to be an
investment company, engaged primarily in holding or trading in securities. We
are currently considering the commercialization of new technologies related to
renewable energy and environmental services, as well as the life sciences.
Regent has funded operations through short-term borrowings and equity investment
sales in order to meet obligations. Our future operations are dependent upon
external funding and our ability to increase revenues and reduce expenses.
There is no assurance that sufficient funding will be available from additional
related party borrowings and private placements to meet our business objectives
including anticipated cash needs for working capital.
7
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
- ------------------------------------------
Management's discussion and analysis of financial condition and results of
operations is based on the accounting policies used and disclosed in this
quarterly report and in the 2008 consolidated financial statements and
accompanying notes that were prepared in accordance with accounting principles
generally accepted in the United States of America and included as part of the
Company's annual report on Form 10-K for the year ended December 31, 2008.
The preparation of the referenced consolidated financial statements required
management to make estimates and assumptions that affected the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at
the dates of the consolidated financial statements and the reported amounts of
expenses during the reporting periods. Actual amounts or results could differ
from those estimates.
The significant accounting policies of the Company are described in Note 1
and Note 2 to the consolidated financial statements included in this report and
in Note 1 to the 2008 Form 10-K consolidated financial statements. The critical
accounting policies and estimates are presented in the discussion in Item 7 of
the 2008 Form 10-K. There have been no changes in the critical accounting
policies. Information concerning the implementation and the impact of new
accounting standards issued by the Financial Accounting Standards Board
("FASB") is included in the financial statement notes herein and the notes to
the 2008 consolidated financial statements.
RESULTS OF OPERATIONS
- ---------------------
Revenues
The Company had no sales for the quarterly periods ended September 30, 2009 and
September 30, 2008.
Operating Expenses
Operating expenses primarily include accounting and administrative expenses.
General and administrative expenses were $18,650 for the nine months ended
September 30, 2009 compared to $30,437 for the nine months ended September 30,
2008. The decrease in administrative expenses is the result of reduced expenses
due to lower tax accounting and legal fees. Interest expense was $1,273 for the
nine months ended September 30, 2009 compared to $1,578 during the nine months
ended September 30, 2008. The Company incurred a net loss primarily due to
accounting expenses and the reduction in its holdings in MacuCLEAR Preferred
Stock in the amount of $8,230 (see Note 5).
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
As a development stage company, Regent has funded operations through short-term
borrowings and equity investment sales in order to meet obligations. Our future
operations are dependent upon external funding and our ability to increase
revenues and reduce expenses. Management believes that sufficient funding will
be available from additional related party borrowings and private placements to
meet our business objectives including anticipated cash needs for working
capital, for a reasonable period of time.
As of September 30, 2009, the Company had total assets of $445,345 and total
liabilities of $32,935. The Company has borrowings under a note payable to
NR Partners, a partnership of which the President and one Director are the
partners. The NR Partners note bears interest at a rate of 8.5 percent per annum
(see Note 6). The funds have been used for general corporate purposes and the
outstanding balance as of this period is $26,275. The note was due on or before
before July 31, 2008. Payments after the current period reduced the outstanding
principal balance of the NR Partner note to $6,350.
As of the date of this quarterly report, there is substantial doubt regarding
our ability to continue as a going concern as we have not generated sufficient
cash flow to fund our business operations and material commitments. Our future
success and viability, therefore, are dependent upon our ability to generate
capital financing. We are optimistic that we will be successful in our new
business operations and capital raising efforts; however, there can be no
assurance that we will be successful in generating revenue or raising additional
capital. The failure to generate sufficient revenues or raise additional capital
may have a material and adverse effect upon the Company and our shareholders.
The Company is not performing any product research and development at this time
and it is not expected to purchase equipment or incur significant changes in the
number of employees.
8
Off-Balance Sheet Arrangements
As of the date of this report, we do not have any off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources that
are material to investors. The term "off-balance sheet arrangement" generally
means any transaction, agreement or other contractual arrangement to which an
entity unconsolidated with us is a party, under which we have: (i) any
obligation arising under a guarantee contract, derivative instrument or variable
interest; or (ii) a retained or contingent interest in assets transferred to
such entity or similar arrangement that serves as credit, liquidity or market
risk support for such assets.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
- ------- ----------------------------------------------------------
There have been no material changes in market risk from the information provided
in our Annual Report on Form 10-K as of December 31, 2008.
Item 4T. Controls and Procedures
- ------- -----------------------
Evaluation of Disclosure Controls and Procedures
The Company's principal executive and financial officers have conducted an
evaluation of the effectiveness of the Company's disclosure controls and
procedures pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934
as of the end of the period (the "Evaluation Date"). Based upon that evaluation,
the Company's principal executive and financial officers have concluded that, as
of the Evaluation Date, the Company's disclosure controls and procedures were
effective in ensuring that all material information relating to the Company
required to be filed in this quarterly report has been made known to them in a
timely manner. The Company believes that a control system, no matter how well
designed and operated, cannot provide absolute assurance that the objectives of
the control system are met, and no evaluation of controls can provide absolute
assurance that all issues of control and instances of fraud, if any, within any
company have been detected.
Changes in Internal Control over Financial Reporting
No change in the Company's system of internal control over financial reporting
occurred during the most recent fiscal quarter that has materially affected, or
is reasonably likely to materially affect, internal control over financial
reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
- ------- ------------------
The Company is not aware of any pending claims or assessments, that may have a
material adverse impact on Regent's financial position or operations. See Note
8 in our Annual Report on Form 10-K as of December 31, 2008 for a discussion of
prior legal proceedings.
Item 1A. Risk Factors.
- -------- -------------
The discussion in Part I, "Item 1A. Risk Factors." in the Company's 2008 Form
10-K, of the risk factors which could materially affect the Company's business,
or future results, should be carefully considered. The risks described in the
Form 10-K are not the only risks facing the Company. Additional risks and
uncertainties not currently known to the Company or that currently are deemed to
be immaterial also may materially adversely affect the Company's business,
financial condition or operating results.
9
Item 2. Changes in Securities.
- ------ ----------------------
During the current period, the Company's wholly owned subsidiary sold
4,500 shares of Regent GLSC Preferred Stock at $5.00 per share.
Item 3. Defaults Upon Senior Securities.
- ------- --------------------------------
None.
Item 4. Submission of Matters to a Vote of Security Holders.
- ------- ----------------------------------------------------
None.
Item 5. Other Information.
- ------- ------------------
None.
Item 6. Exhibits and Reports on Form 8-K.
- ------- ---------------------------------
(a) Exhibits
Exhibit 31.1 Certification of C.E.O. and Principal Accounting Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
Exhibit 32.1 Certification of C.E.O. and Principal Accounting Officer
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
None.
SIGNATURE
In accordance with the requirements of the Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: November 18, 2009 REGENT TECHNOLOGIES, INC.
(Registrant)
By: /s/ David A. Nelson
---------------------------------------
David A. Nelson, Chief Executive Officer
(Principal Financial and Accounting Officer)
10
EXHIBIT INDEX
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Exhibit No. Description
- ----------- -----------
31 Certification required by Rule 13a-14(a) under the Securities Exchange
Act of 1934 - Filed herewith.
32 Certification required pursuant to 18 U.S.C. Section 1350 - Filed
herewith.