SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended June 30, 2010
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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.
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(Exact name of registrant as specified in its charter)
COLORADO 84-0807913
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(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)
214-694-2227
(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
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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 August 1, 2010 was 8,706,900.
REGENT TECHNOLOGIES, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
INDEX TO FORM 10-Q
June 30, 2010
Page Nos.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets (Unaudited) 1
at June 30, 2010 and December 31, 2009 (Audited)
Consolidated Statements of Operations (Unaudited) 2
For the Three and Six Months Ended June 30, 2010 and 2009
For the Period from Inception (January 1, 1999) to
June 30, 2010
Consolidated Statements of Cash Flows (Unaudited) 3
For the Six Months Ended June 30, 2010 and 2009
For the Period from Inception (January 1, 1999) to
June 30, 2010
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 10
Item 4. Controls and Procedures 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 1A. Risk Factors 10
Item 2. Changes in Securities 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURE 12
EXHIBIT INDEX 13
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
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REGENT TECHNOLOGIES, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
June 30, December 31,
2010 2009
------------------ ------------------
(Unaudited) Audited
ASSETS
CURRENT ASSETS
Cash in bank $ 8,872 $ 5,297
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Total Current Assets 8,872 5,297
Long-term note receivable, stockholder 70,000 70,000
Property and equipment:
Furniture and fixtures 8,593 8,593
Computer equipment 4,186 2,400
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12,779 10,993
Less accumulated depreciation ( 11,082) ( 10,993)
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Net property and equipment 1,696 -
Investments in affiliate (Note 5) 386,316 395,620
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TOTAL ASSETS $ 466,885 $ 470,917
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable, trade $ 642 $ 2,606
Note payable, related parties 4,350 8,850
Accrued interest payable 593 265
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Total Current Liabilities 5,585 11,721
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STOCKHOLDERS' EQUITY
Convertible Preferred stock, $.10 par value, 1,000,000
shares authorized, 99,500 and 94,500 shares issued
and outstanding, Regent GLSC Technologies, Inc. 9,950 9,450
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, 8,706,900 and 8,487,456
shares issued and outstanding 87,069 84,875
Paid-in capital in excess of par 3,840,296 3,815,795
Accumulated deficit (including $128,015 deficit
accumulated since reentering the development stage) (3,476,015) (3,450,924)
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461,300 459,196
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 466,885 $ 470,917
========= =========
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 SIX MONTHS ENDED JUNE 30, 2010 AND 2009
AND FOR THE PERIOD JANUARY 1, 1999
THROUGH JUNE 30, 2010
(UNAUDITED)
For the For the For the For the
three three six six Cumulative
months months months months Since Re-entering
ended June ended June ended June ended June Development Stage
30, 2010 30, 2009 30, 2010 30, 2009 January 1, 1999
------------ ------------ ------------ ------------ ------------
Revenues $ - $ - $ - $ - $ -
Operating expenses:
General and administrative 7,216 2,468 14,384 8,817 331,063
Depreciation expense 89 - 89 - 89
--------- --------- --------- --------- ---------
Operating loss ( 7,305) ( 2,468) ( 14,473) ( 8,817) (331,152)
--------- --------- --------- --------- ---------
Other income and (expense):
Gain on fair value measurement - - ( 9,304) - 58,236
Gain on extinguishment of debt - - - - 145,340
Gain on sale of investment - - - - 76,581
Stock grant expense ( 2,194) ( 2,250) ( 2,194) ( 2,250) ( 40,167)
Interest, net 273 ( 335) 880 ( 620) ( 36,853)
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Total other income (expense) ( 1,921) ( 2,585) ( 10,618) ( 2,870) 203,137
--------- --------- --------- --------- ---------
Income (loss) from continuing operations
before income taxes ( 9,226) ( 5,053) ( 25,091) ( 11,687) (128,015)
Provisions for income taxes - - - - -
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Net income (loss) ( 9,226) ( 5,053) ( 25,091) ( 11,687) (128,015)
========= ========= ========= ========= =========
Net income (loss) per common share
(basic and diluted) $( .00) $( .00) $( .00) $( .00)
========= ========= ========= =========
Weighted Average Shares Outstanding 8,523,628 7,074,544 8,505,642 7,043,569
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 SIX MONTHS ENDED JUNE 30, 2010 and 2009
AND FOR THE PERIOD JANUARY 1, 1999
THROUGH JUNE 30, 2010
(UNAUDITED)
Cumulative
Since Re-entering
For the Six Months Ended June 30, Development Stage
2010 2009 January 1, 1999
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $( 25,091) $( 11,687) $(128,015)
Adjustments to reconcile net income (loss) to net
cash used in operating activities:
Depreciation 89 - 3,851
Gain (loss) from fair value measurement - - (103,201)
Change in fair value measurement 9,304 - 44,966
Gain from extinguishment of debt - - (145,340)
Gain from sale of investment - - ( 76,581)
Note issued for settlement expenses - - 20,000
Common stock issued for services 2,194 2,250 45,166
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 ( 1,963) 5,390 31,974
Increase (decrease) in accrued interest payable 328 620 25,329
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Net Cash Used In Operating Activities ( 15,139) ( 3,427) (181,192)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in affiliates - - (350,000)
Capital expenditures for equipment (1,786) - ( 1,786)
Proceeds from sale of investments - - 100,000
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Net Cash Used In Investing Activities ( 1,786) - (251,786)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable - related party - - 110,055
Proceeds from sale of Preferred Stock 25,000 - 427,500
Proceeds from note payable - stockholder - 2,580 20,000
Repayments of notes payable ( 4,500) - (115,705)
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Net Cash Provided By Financing Activities 20,500 2,580 441,850
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Net Increase (Decrease) in Cash 3,575 ( 847) 8,872
Cash At Beginning Of Period 5,297 886 -
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Cash At End of Period $ 8,872 $ 39 $ 8,872
========= ========= =========
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
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Issuance of common stock upon conversion
of notes payable $ - $ - $ 193,840
Common stock issued for director stock awards $ 2,194 $ 2,250 $ 45,166
Common stock issued for bonus compensation $ - - $ 20,000
Common stock returned in failed consideration
and debt settlement $ - $ - $ 510,960
Note receivable as partial consideration for
purchase of preferred stock $ - $ - $ 70,000
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
Note 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.
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 June 30, 2010, up until the issuance of the
financial statements, which occurred on August 16, 2010.
Note 2. SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies of the Company are described in Note 1 to
the 2009 consolidated financial statements of the 2009 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 2009 Form 10-K and in Item 2 of this
quarterly report. In management's opinion, the accounting policies and estimates
presented in the 2009 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, 2009,
that was previously filed with the Securities and Exchange Commission.
Note 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.
Note 4. CAPITAL STRUCTURE DISCLOSURES
Common and preferred 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 the date of this filing,
there is no preferred stock outstanding and there are 8,706,900 shares of common
stock are outstanding. This compares to 7,262,456 shares for the same period in
2009 with the difference due to stock issuances under stock-based compensation
(see notes to the consolidated financial statements of the 2009 Form 10-K).
4
Stock options
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In 1998, in connection with a private placement of the Company's common shares,
the Company issued 333,333 warrants to purchase restricted common stock at
$1.00 per share and expiring on June 30, 2003. In 1999, the Company issued to
a director an option to purchase 100,000 shares of the Company's common
stock at an exercise price of $.25 and expiring on June 30, 2004. Other than
the above options and warrants, no other options, warrants or similar rights
have been granted and all options have expired without execution.
Subsidiary preferred stock
- --------------------------
On April 18, 2007, Regent GLSC accepted purchase agreements in a total amount
of $150,000 received from four purchasers of a private offering of shares of
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 to sell 25% of the equity of Regent GLSC for $1,250,000 in $50,000
units. Each unit is convertible into 10,000 shares of common stock of Regent
GLSC plus 4,800 shares of common stock of MacuCLEAR. Including the initial sales
on April 18, 2007, Regent GLSC has accepted Preferred Stock purchase agreements
from additional investors for a total amount of $497,500, including a purchase
and sale of 5,000 shares of Series A Preferred Stock for $5 per share with the
spouse of the CEO of Regent GLSC, effective January 7, 2010. As of the date of
this filing, there are 99,500 shares of Series A Preferred Stock outstanding. If
all of the unconverted shares of the Series A Preferred Stock were converted to
common stock of Regent GLSC, the Company's ownership of Regent GLSC would be
diluted to approximately 90%.
Note 5. INVESTMENTS IN AFFILIATE
As of the date of this quarterly filing, Regent GLSC holds title to 126,428
shares of MacuCLEAR Preferred Stock, of which 95,858 shares are beneficially
held for the holders of Regent GLSC Preferred Stock. The Company has adopted ASC
820 which defines fair value and the framework for using fair value to measure
assets and liabilities, and expands disclosures about fair value measurements.
Under this process, the Company has determined the fair value for the MacuCLEAR
Preferred Stock has not changed from the $4.50 per share for the period ended
December 31, 2009. See Note 6 in the notes to the consolidated financial
statements of the 2009 Form 10-K for more information. Also, see Note 6 herein.
Due to the sale in January, 2010 of 5,000 shares of Regent GLSC Preferred Stock,
the number of shares beneficially owned by the Company was reduced from 35,454
to 30,570. We applied the $4.50 per share as the measurement of fair value for
our holdings in MacuCLEAR Preferred Stock. As a result of our reduced ownership,
the amount of $9,304 was a transfer out of the Level 3 valuation previously
recorded and was treated as a net loss for this annual period. The following is
the reconciliation used in determining the value of the investment for the six
months ended June 30, 2010:
Investment in
affiliate
--------------
Beginning Balance as of 12/31/09 $ 395,620
Realized gain/(loss) -
Change in unrealized
appreciation/(depreciation) -
Net purchase/sales -
Net transfers in and/or out of
Level 3 ( 9,304)
--------------
Ending Balance as of 6/30/10 $ 386,316
==============
5
Note 6. PENDING SALE
Effective May 4, 2010, Regent GLSC and Healthcare of Today, Inc. ("Healthcare")
executed a stock purchase agreement (the "Agreement") whereby Healthcare will
acquire the Company's 30,570 shares of Series A Preferred Stock of MacuCLEAR,
Inc. Under the terms of the Agreement, a share of preferred stock was scheduled
to receive cash and Healthcare common stock for total consideration of $385,900.
Closing was scheduled for June 30, 2010 but has been delayed pending the funding
of Healthcare's public stock offering. The Board of Regent GLSC is considering
other alternatives including rescission of the Agreement.
The holders of the Regent GLSC Technologies, Inc. Series A Preferred Stock are
beneficial owners of 95,858 shares of MacuCLEAR Inc. Series A Preferred Stock.
Under the pending sale to Healthcare, these investors were scheduled to receive
a distribution of cash and shares of Healthcare stock with a combined value of
$1,210,485. This distribution, if closed, plus the issuance of new restricted
common stock equal to approximately 10% of the outstanding stock of Regent GLSC
will constitute a redemption of the Regent GLSC Series A Preferred Stock.
Healthcare of Today, Inc. was incorporated in California in 2008 as a holding
company focused on developing and acquiring vertically-integrated companies that
offer diversified services, primarily within the healthcare industry. With more
than thirty (30) subsidiaries, they operate in five core sectors: Biotechnology,
Healthcare Staffing, Nurse Education, Senior Healthcare Services and Senior
Care Facilities. They maintain a web site at www.healthcareoftoday.com.
Note 7. RELATED PARTY TRANSACTIONS
Notes receivable
- ----------------
Effective December 30, 2009, the Board of the Company and the Board of Regent
GLSC Technologies, Inc. approved the sale of 15,000 shares of Regent GLSC
Series A Preferred Stock to the Chairman, President and CEO of Registrant for
$5.00 per share. The acquisition required a payment of $5,000 plus the execution
of a promissory note in the amount of $70,000 which is be unsecured but with
personal liability. The terms of the note are interest at 7 per cent per annum,
payable monthly, with the principal due on or before the expiration of 2 years.
Notes payable
- -------------
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
Partners amount due and payable at June 30, 2010 was $4,350. The promissory
note is a demand note and pays interest at 8.5 percent per annum.
Preferred stock sale
- --------------------
Effective January 7, 2010, Regent GLSC Technologies, Inc. executed a Preferred
Stock purchase agreement for the purchase and sale of 5,000 shares of Series A
Preferred Stock for $5.00 per share with the spouse of the CEO of the Company.
6
Note 8. SUBSEQUENT EVENTS
On August 14, 2010, the Company entered into a rights agreement with Epi-Cloyd,
Ltd. and Epi-Energy, Ltd. (E-C) for the exclusive rights to develop an E-C gear-
box for the valve actuator and wind energy applications. Following a period of
eight months for the development of a gearbox prototype, Regent has the right to
enter into a licensee agreement for exclusive rights to a valve actuator and
wind energy generation field of use.
The Company's energy technologies division will seek to manufacture or license
the right to manufacture a transmission for wind energy turbine customers who
are presently hampered by transmissions subject to failure under extreme forces.
The Company will provide these customers a revolutionary, more durable transmis-
sion that not only offers longer-life but greatly reduces design, manufacture,
installation, and maintenance costs compared to products available on the market
today. Design and composition of the E-C gearbox and transmission is such that
fabrication involves less complex equipment and forming processes as well as
less exotic materials than are currently required for manufacturing wind energy
transmissions. Elimination of these elements will result in considerably lower
cost to manufacture and the ability to respond quickly to orders with consider-
able savings to customers. The Company expects to sell its E-C transmissions in
a range of 50 percent of the price currently charged for conventional transmis-
sions. The Company believes the current market for wind turbine transmissions is
$500 million per year. The Company expects to be selling or licensing to sell
into this market in 2012.
Epi-Cloyd, Ltd. and Epi-Energy, Ltd. are related private technology companies
operating in Dallas, Texas and focused on the utilization of their numerous
patents covering a revolutionary cyclic reduction invention. Their invention
increases torque as a plurality of driver discs rotate about a central shaft
member and engage an output member via a low-friction, roller means. The first
of seven related patents was issued in March, 2007.
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, 2009. 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 Form 10-Q and the financial statements
and notes in our last filed Annual Report on Form 10-K filed for the period
ending December 31, 2009 for a full understanding of our financial position and
results of operations for the six month period ended June 30, 2010.
7
OVERVIEW
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Regent Technologies, Inc., a Colorado corporation, is listed on the pink sheets
under the trading 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.
During the second quarter, management had discussions regarding opportunities
in oil and gas exploration and production, and proprietary technologies related
thereto. We do not intend to be an investment company, engaged primarily in
holding or trading in securities.
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.
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 2009 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, 2009.
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 to
the 2009 Form 10-K consolidated financial statements and the critical accounting
policies and estimates are described in Management's Discussion and Analysis in
Item 7 of the 2009 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 notes to the 2009 consolidated financial statements.
RESULTS OF OPERATIONS
- ---------------------
Revenues
The Company had no sales for the quarterly periods ended June 30, 2010 and
June 30, 2009.
Operating Expenses
Operating expenses primarily include accounting and administrative expenses.
General and administrative expenses were $14,473 for the six months ended
June 30, 2010 compared to $8,818 for the six months ended June 30, 2009.
The increase in administrative expenses is the result of more expenditures for
stock transfer fees, audit fees, and depreciation. Interest expense was $328
for the six months ended June 30, 2010 compared to $620 during the six months
ended June 30, 2009, due to the lower amount outstanding under the NR Partners
promissory note. Depreciation expense for the period was $89.
8
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
0perations 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 June 30, 2010, the Company had total assets of $466,885 and total
liabilities of $5,585. 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 7). The funds have been used for general corporate purposes and the
outstanding balance as of August 1, 2010 is $4,350.
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 current
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.
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.
9
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, 2009.
Item 4. 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
12 in our Annual Report on Form 10-K as of December 31, 2009 for a discussion of
prior legal proceedings.
Item 1A. Risk Factors.
- -------- -------------
The discussion in Part I, "Item 1A. Risk Factors." in the Company's 2009 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.
10
Item 2. Changes in Securities.
- ------ ----------------------
None.
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
The Registrant reported the subsequent event described in Note 6 on
May 12, 2010.
11
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: August 16, 2010 REGENT TECHNOLOGIES, INC.
(Registrant)
By: /s/ David A. Nelson
---------------------------------------
David A. Nelson, Chief Executive Officer
(Principal Financial and Accounting Officer)
12
EXHIBIT INDEX
-------------
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.
13