UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2009
Commission File Number: 814-00710
-----------------------------------
REGAL ONE CORPORATION
(Exact name of registrant as specified in its charter)
Florida 95-4158065
(State of incorporation) (I.R.S. Employer Identification No.)
11300 West Olympic Blvd, Suite 800, Los Angeles, CA 90064
(Address of principal executive offices) (Zip Code)
(Issuer's telephone number) (310) 312-6888
- ------------------------------------------------------------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No []
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of accelerated filer, large accelerated filer and smaller reporting
company in rule 12b-2 of the exchange act. (Check one.)
Large accelerated filer [] Accelerated filer []
Non Accelerated filer [X] 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 [] No [X]
Indicate the number of shares outstanding of each of the Issuer's classes of
stock, as of the latest practical date.
As of May 14, 2008, there were 3,633,067 shares of common stock, $.001 par
value and 100,000 shares of Series B convertible preferred stock, issued and
outstanding. The outstanding Series B convertible preferred stock is
convertible into an aggregate of 10,000,000 shares of common stock.
- ------------------------------------------------------------------------------
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
PAGE
Item 1. Financial Statements ----
Balance Sheets F-2
Schedule of Investments F-3
Statements of Changes in Net Assets F-4
Statements of Operations F-5
Statements of Cash Flows F-6
Statements of Financial Highlights F-7
Notes to Financial Statements 9-16
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 17
Item 3. Quantitative and Qualitative Disclosures about Market Risk 22
Item 4. Controls and Procedures 23
PART II OTHER INFORMATION
Item 1. Legal Proceedings 24
Item 1A. Risk Factors 24-30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 31
Item 3. Defaults upon Senior Securities 31
Item 4. Submission of Matters to a Vote of Security Holders 31
Item 5. Other Information 31
Item 6. Exhibits and Reports on Form 8-K 31
Signatures 32
PART I FINANCIAL INFORMATION
<table> <caption>
REGAL ONE CORPORATION
BALANCE SHEETS
<c> <c> <c>
March 31, 2009 December 31, 2008
(Unaudited) (Audited)
ASSETS -------------- -----------------
Assets:
Cash and cash equivalents $ 72,894 $ 122,478
Prepaid Insurance 28,805 41,150
Marketable securities at fair value 575,765 967,628
---------- -----------
Total Current Assets: 677,464 1,131,258
Investments:
Investments in non-affiliated portfolio companies 1,092,365 1,017,628
Less: marketable securities portion (575,765) ( 967,628)
-------- -----------
Total investments, net 516,600 50,000
-------- -----------
TOTAL ASSETS $ 1,194,064 $ 1,181,258
========== ===========
LIABILITIES AND NET ASSETS
Current liabilities:
Accounts payable and accrued liabilities 39,459 60,528
---------- ---------
Total Current Liabilities 39,459 60,528
---------- ---------
Stockholders' Equity:
Preferred stock, no par value
Series A - Authorized 50,000 shares,
0 issued and outstanding at March 31, 2009
and December 31, 2008, respectively -- --
Series B - Authorized 500,000 shares, 100,000
issued and outstanding at March 31, 2009
and December 31, 2008, respectively 500 500
Common stock, no par value,:
Authorized 50,000,000 shares; 3,633,067 shares
issued and outstanding at March 31, 2009
and December 31, 2008, respectively 8,184,567 8,184,567
Additional paid-in capital 192,126 192,126
Accumulated deficit (7,222,588) (7,256,465)
----------- -----------
Total Net Assets 1,154,605 1,120,728
----------- -----------
TOTAL LIABILITIES AND NET ASSETS $ 1,194,064 $ 1,181,256
============ ===========
Net asset value per outstanding share $ 0.318 $ 0.308
F-2
See accompanying notes to the financial statements.
</Table>
<page>
<table> <caption>
REGAL ONE CORPORATION
SCHEDULE OF INVESTMENTS
March 31, 2009
(Unaudited)
<c> <c> <c> <c> <c> <c>
Equity Investments:
Description Percent Carrying Cost Discounted
Company of Business Ownership Investment Fair Value Affiliation
Neuralstem, Inc. (CUR) Biomedical company 2% $ 25,217 (1) $575,750 No
Neuralstem, Inc. Warrant -- (2) 516,600 No
LMP Money Market Fund 15 15 No
--------- ---------
Total Investments $ 28,115 $1,092,365
(1) At March 31, 2009, there were 587,500 Neuralstem shares held reported on a fair value
basis at the closing market price of $0.98 on the OTCBB with no additional reduction in Fair
Market Value applied. No shares were bought or sold in the quarter. All of these shares held
have been recorded as a current asset. Subsequently, from April 1 through May 5, 2009, the
market price of Neuralstem stock increased by 22% with a closing price of $1.20.
(2) Regal also has one ten year Neuralstem warrant issued 09-15-2005 to purchase 1,000,000
common stock shares at an exercise price of $5.00 per share which is significantly above the
present fair market value of Neuralstem shares. For the first quarter of 2009 using a Black-
Scholes Pricing model, a $574,000 value has been assigned to these stock option warrants less
a 10% discount reserved by management due to the factors of low trading volume of Neuralstem
stock and also there is no active market for trading Neuralstem stock options on any exchange.
For prior periods Regal valued the investment at $50,000. By changing the valuation method to
using Black-Scholes, Regal recorded a $466,600 unrealized gain on the investment in the first
quarter of 2009. It is very unlikely given the present price of Neuralstem stock that this
option would be exercised in the near future.
F-3
See accompanying notes to the financial statements.
</Table>
<page>
<table>
<caption>
REGAL ONE CORPORATION
STATEMENTS OF CHANGES IN NET ASSETS
<c> <c>
For the Three For the Three
Months Ended Months Ended
March 31, 2009 March 31, 2008
(Unaudited) (Unaudited)
OPERATIONS:
Net investment gain (loss) from operations $ (40,587) $ 94,422
Net realized gain on portfolio securities 819,000
Net change in unrealized appreciation
(depreciation) of portfolio securities (391,863) (1,728,215)
Net change in valuation of stock options 466,600 --
Interest (expense) (274) (13,987)
------------ ------------
Net increase (decrease) in net assets resulting
from operations 33,876 (828,780)
SHAREHOLDER ACTIVITY:
Declared dividend -- --
NET INCREASE (DECREASE) IN NET ASSETS 33,876 (828,780)
NET ASSETS:
Beginning of period 1,120,728 2,424,900
End of period 1,154,605 1,596,120
Average net assets 1,137,666 2,010,510
Ratios to average net assets:
Net expenses 40,861 80,435
Net investment gain (loss) 33,876 (828,780)
Per share ratio expenses 1.1% 2.2%
Per share ratio net investment gain (loss) 0.9% (22.8%)
F-4
See accompanying notes to the financial statements
</table>
<page>
<table>
<caption>
REGAL ONE CORPORATION.
STATEMENTS OF OPERATIONS
<c> <c> <c> <c> <c>
Three Months Three Months For the Years Ended
Ended Ended December 31
March 31 2009 March 31 2008 2008 2007
(Unaudited) (Unaudited) (Audited) (Audited)
------------- ------------- ------------- ----------
Investment income: $ -- $ -- $ -- $ --
Operating expenses:
Professional services 26,742 55,765 282,672 233,733
Litigation Settlement - - - 45,000
Other selling, general and
administrative expenses 13,845 6,136 31,480 166,863
--------- --------- -------- --------
Total Operating expenses 40,587 61,901 314,152 445,596
--------- --------- -------- --------
Net Operating loss (40,587) (61,901) (314,152) (445,596)
Other income (expense):
Gain on payable settlements - 157,123 180,373 10,000
--------- --------- -------- ---------
Net income (loss) before provision
for income taxes (40,587) 95,222 (133,779) (435,596)
Income tax expenses -- 800 800 800
--------- ---------- --------- ----------
Net investment gain (loss) (40,587) 94,422 (134,579) (436,396)
--------- ---------- ---------- ---------
Net realized gain on portfolio 819,000 1,482,454 67,259
Net change in unrealized
(depreciation) appreciation in
portfolio companies (391,863) (1,728,215) (2,618,779) 1,693,926
appreciation of stock options 466,600 -- -- --
Impairment of investments -- -- (12,500) --
Interest (expense) (274) (13,987) (20,797) --
Interest income - -- 30 --
--------- ---------- ---------- ---------
Net increase (decrease) in net assets
resulting from operations $ 33,876 $ (828,780) $ (1,304,171) $1,324,789
========== ========== =========== ==========
Weighted average number of
common shares 3,633,067 3,633,067 3,633,067 3,964,574
Basic earnings per share $ 0.009 $ (0.228) $ (0.359) $ (0.334)
Weighted average number of
fully diluted shares 13,633,067 13,633,067 13,633,067 13,964,574
Diluted earnings per share $ 0.002 $ (0.0608) $ (0.096) $ 0.095
========== ========== =========== ==========
See accompanying notes the financial statements.
</table>
Page F-5
<table>
<caption>
REGAL ONE CORPORATION
STATEMENTS OF CASH FLOWS
<c> <c> <c>
Three Months Ended Three Months
Ended
March 31, 2009 March 31, 2008
(Unaudited) (Unaudited)
------------------ ----------------
Cash flows from operating activities:
Net decrease in net assets from operations $ 33,876 $ (828,780)
Adjustments to reconcile net increase (decrease)
in net assets resulting from operating activities:
Unrealized loss on short term investments 391,863 1,728,215
Unrealized gain on stock option investments (466,600) --
Realized gain on sale of marketable securities -- (819,000)
Gain on settlement of liabilities -- (157,123)
Changes in operating assets and liabilities:
Decrease in due to stockholders and officers -- (110,000)
Decrease in prepaid expense 12,345 --
Increase (decrease) in accounts payable/accrued
expenses (21,068) (311,317)
--------- --------
Net cash used in operating activities (49,584) (498,005)
Cash flows from investing activities:
Proceeds from sale of marketable securities -- 836,993
--------- --------
Net cash provided by investing activities -- 836,993
Cash Flows from financing activities:
Increase in margin loan -- 149,133
Increase (decrease) in note payable - officer -- (512,797)
--------- --------
Net cash provided by (used in) financing activities -- (363,664)
Net change in cash (49,584) (24,676)
Cash at beginning of period 122,478 64,262
--------- --------
Cash at end of period $ 72,894 $ 39,586
============= ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
,Cash paid for interest $ -- $ 87,203
---------- --------
============= ===========
See accompanying notes to the financial statements
F-6
</table>
<page>
<table>
<caption>
REGAL ONE CORPORATION
STATEMENTS OF FINANCIAL HIGHLIGHTS
<c> <c> <c>
Three Months Ended Three Months Ended
March 31, 2009 March 31, 2008
(Unaudited) (Unaudited)
---------------- -------------
Per Share Unit Operating Performance
INCOME FROM INVESTMENT OPERATIONS:
Net investment loss from operations (0.011) 0.204
Net change in unrealized (depreciation)
appreciation of portfolio companies (0.108) (0.475)
Net change in unrealized (deprecation)
appreciation of stock option investment 0.128 --
Net realized gain on portfolio securities -- 0.225
--------- ---------
Total from investment operations 0.009 (0.046)
SHAREHOLDER ACTIVITY
Declared dividend -- --
========= =======
NET INCREASE (DECREASE) IN NET ASSETS 0.009 (0.228)
========= =======
NET ASSETS
Beginning of period 0.308 0.667
End of period 0.318 0.439
========= =========
TOTAL NET ASSET VALUE RETURN 3.0% (41.2)%
RATIOS AND SUPPLEMENTAL DATA:
Ratios to average net assets:
Net expenses 3.6% 2.2%
Net investment gain (loss) 6.6% (41.2)%
Portfolio turnover rate 0 0.42
See accompanying notes to the financial statements
Page F-7
</table>
REGAL ONE CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
Business
Regal One Corporation (the "Company" or "Regal One") located in Los Angeles,
California, is a Florida corporation initially incorporated in 1959 as
Electro-Mechanical Services Inc. Since inception the Company has been involved
in a number of industries. In 1998 we changed our name to Regal One
Corporation. On March 7, 2005, our board of directors determined it was in our
shareholder's best interest to change the focus of the Company's operation to
that of providing financial services through our network of advisors and
professionals, and to be treated as a business development company ("BDC")
under the Investment Company Act of 1940. On September 16, 2005, we filed a
Form N54A (Notification of Election by Business Development Companies), with
the Securities and Exchange Commission, which transforms the Company into a
Business Development Company (BDC) in accordance with sections 55 through 65
of the Investment Company Act of 1940. The Company began reporting as an
operating BDC in the March 31, 2006 10-QSB.
Basis of Presentation
In 2006, the Company began reporting as a BDC and the attached financial
statements for the periods covered by this report have been formatted in
conformity with the December 31, 2008 and 2007 financial statements, including
the BDC required supplemental schedules, for comparative purposes. The nature
of the Company's operations and its reported financial position, results of
operations, and its cash flows are dissimilar for the periods prior to and
subsequent to its becoming an investment company. The Company's financial
position and its operating results, cash flows and changes in net assets for
the periods covered by this report are presented in the accompanying financial
statements pursuant to Article 6 of Regulation S-X. In addition, the
accompanying footnotes, although different in nature as to the required
disclosures and information reported therein, is also presented as they relate
to each of the above referenced periods. These statements reflect all
adjustments, consisting of normal recurring adjustments, which, in the opinion
of management, are necessary for fair presentation of the information
contained therein.
<page>
It is suggested that these interim financial statements be read in conjunction
with the financial statements of the Company for the year ended December 31,
2008 and notes thereto included in the Company's Form 10-K. The Company
follows the same accounting policies in the preparation of interim reports.
Results of operations for the interim periods are not indicative of annual
results.
Accounting Policies
Management Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Net Increase (Decrease) in Net Assets from Operations per Share
Basic net increase (decrease) in net assets from operations per share is
computed by dividing the net earnings (loss) amount adjusted for any
cumulative dividends on preferred stock (numerator) by the weighted average
number of common shares outstanding during the period (denominator). Diluted
net increase (decrease) in net assets from operations per share amounts
reflect the maximum dilution that would have resulted from the assumed
exercise of stock options and from the assumed conversion of the Series B
Convertible Preferred Stock. Diluted net increase (decrease) in net assets
from operations per share is computed by dividing the net earnings (loss)
amount adjusted for any cumulative dividends on preferred stock by the
weighted average number of common and potentially dilutive securities
outstanding during the period. For all periods presented that indicate a net
decrease in net assets from operations, the above potentially dilutive
securities are excluded from the computation as their effect is anti-dilutive.
Income Taxes
The Company has not elected to be a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended. Accordingly,
the Company will be subject to U.S. federal income taxes on sales of
investments for which the fair values are in excess of their tax basis. Income
taxes are accounted for using an asset and liability approach for financial
reporting. The Company recognizes deferred tax liabilities and assets for the
expected future tax consequences of temporary differences between the
financial statement carrying amount and the tax basis of assets and
liabilities and net operating loss and tax credit carry forwards. Valuation
allowances are established when necessary to reduce deferred tax assets to the
amounts expected to be realized.
Cash and Cash Equivalents
For purposes of the statements of cash flows, the Company considers all
marketable securities to be cash equivalents (see Note 2: "Cash and Marketable
Securities"). None of the Company's cash is restricted.
<page>
Valuation of Investments (as an Investment Company)
Fair Value Accounting
As an investment company under the Investment Company Act of 1940, all of the
Company's investments must be carried at market value or fair value. For Level
2 and Level 3 investments which do not have readily determinable market values
the value is determined by management. In September 2006, the Financial
Accounting Standards Board ("FASB") issued FASB Statement No. 157, "Fair Value
Measurements" ("FAS 157"). FAS 157 defines fair value, establishes a framework
for measuring fair value in generally accepted accounting principles, and
expands disclosures about fair value measurements. The provisions of FAS 157
were adopted January 1, 2008. In February 2008, the FASB staff issued Staff
Position No. 157-2 "Effective Date of FASB Statement No. 157" ("FSP FAS 157-
2"). FSP FAS 157-2 delayed the effective date of FAS 157 for nonfinancial
assets and nonfinancial liabilities, except for items that are recognized or
disclosed at fair value in the financial statements on a recurring basis (at
least annually). The provisions of FSP FAS 157-2 are effective for the
Company's fiscal year beginning January 1, 2009.
FAS 157 establishes a fair value hierarchy that prioritizes the inputs to
valuation techniques used to measure fair value. The hierarchy gives the
highest priority to unadjusted quoted prices in active markets for identical
assets or liabilities (Level 1 measurements) and the lowest priority to
unobservable inputs (Level 3 measurements). The three levels of the fair value
hierarchy under FAS 157 are described below:
Level 1 Unadjusted quoted prices in active markets that are accessible
at the measurement date for identical, unrestricted assets or
liabilities;
Level 2 Quoted prices in markets that are not active, or inputs that
are observable, either directly or indirectly, for
substantially the full term of the asset or liability;
Level 3 Prices or valuation techniques that require inputs that are
both significant to the fair value measurement and unobservable
(supported by little or no market activity).
<table> <caption>
<c> <c> <c> <c>
FAS 157 Fair Market
Level of Carrying Cost Value as of
Equity Investments: Investment Investment March 31, 2009
Neuralstem, Inc.(CUR) Level 1 $ 25,217 $ 575,750
Neuralstem Warrant Level 2 -- 0 516,600
LMP Money Market Trust Fund Level 1 15 15
--------- ---------
Total Investments $ 25,232 $1,092,365
</Table>
<page>
Comprehensive Income
SFAS No. 130, Reporting Comprehensive Income, establishes standards for
reporting and the display of comprehensive income and its components
(revenues, expenses, gains, and losses) in a full set of general purpose
financial statements. It requires that all items that are required to be
recognized under accounting standards as components of comprehensive income be
reported in a financial statement that is displayed with the same prominence
as other financial statements. SFAS No. 130 requires that an enterprise (a)
classify items of other comprehensive income by their nature in financial
statements and (b) display the accumulated balance of other comprehensive
income separately in the equity section of the balance sheet for all periods
presented.
The Company's comprehensive income (loss) does not differ from its reported
net income (loss). As an investment company, the Company must report changes
in the fair value of its investments outside of its operating income on its
statement of operations and reflect the accumulated appreciation or
depreciation in the fair value of its investments as a separate component of
its stockholders' deficit. This treatment is similar to the treatment required
by SFAS No. 130.
Stock Based Incentive Program
SFAS No. 123(R), "Share Based Payment", a revision to SFAS No. 123,
"Accounting for Stock Based Compensation" and superseding APB Opinion No. 25,
"Accounting for Stock Issued to Employees", establishes standards for the
accounting for transactions in which an entity exchanges its equity
instruments for goods or services, including obtaining employee services in
share based payment transactions. SFAS No. 123(R) applies to all awards
granted after the required effective date and to awards modified, purchased,
or canceled after that date. The Company adopted SFAS No. 123(R) effective
January 1, 2006.
NOTE 2 - CASH AND MARKETABLE SECURITIES
Cash and Cash Equivalents
Cash and cash equivalents consist of cash balances and may include instruments
with maturities of three months or less at the time of purchase.
Marketable Securities
In 2005 Regal acquired approximately 1,800,000 shares of Neuralstem's common
stock and a warrant to purchase an additional 1,000,000 shares of common stock
which contains certain anti-dilution provisions in exchange for a variety of
considerations supporting Neuralstem's transition to a publicly traded
operational entity, principally including fees and assistance in connection
with the filing of a registration statement on Form SB-2 registration (see
Note 7: "Investments"). During 2006, Neuralstem filed the registration
statement and it was declared effective on August 30, 2006.
<page>
In late December 2006, the shares began trading on the OTC: BB under the
ticker symbol NRLS.OB. On February 5, 2007, the Company distributed 500,473
Neuralstem shares to its shareholder of which 35,038 of these shares were
returned to the Company's ownership in connection with the settlement of the
Eco Litigation. On August 27, 2007, Neuralstem shares began trading on the
American Stock Exchange under the symbol CUR.
As of March 31, 2009, Regal held 587,500 Neuralstem shares valued at $575,750.
Of the total shares held at March 31, 2009, all have been recorded as a
current asset. These shares constitute working capital available to Regal as
of March 31, 2009. Regal also has one ten year warrant at an exercise price of
$5 per share which is significantly above the present fair market value of
Neuralstem shares. In the first quarter of 2009 the Company implemented FAS
157 fair market valuation using a Black-Scholes Option Pricing model for this
Neuralstem warrant. This resulted in posting an unrealized gain of $466,600 in
this quarter. This Neuralstem warrant is carried as a long term investment.
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
There are several new accounting pronouncements issued by the Financial
Accounting Standards Board ("FASB") which are not yet effective. Each of these
pronouncements, as applicable, has been adopted by the Company.
In December 2007, the FASB issued SFAS 160, "Non-controlling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51" which applies
to all entities that prepare consolidated financial statements, except not-
for-profit organizations, but will affect only those entities that have an
outstanding non-controlling interest in one or more subsidiaries or that
deconsolidate a subsidiary. The statement is effective for annual periods
beginning after December 15, 2008. The adoption of this statement did not have
an effect on the Company's financial position or results of operations.
In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities - an amendment of FASB Statement No. 133,"
(SFAS 161) as amended and interpreted, which requires enhanced disclosures
about an entity's derivative and hedging activities and thereby improves the
transparency of financial reporting. Disclosing the fair values of derivative
instruments and their gains and losses in a tabular format provides a more
complete picture of the location in an entity's financial statements of both
the derivative positions existing at period end and the effect of using
derivatives during the reporting period. Entities are required to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity's financial
position, financial performance, and cash flows. SFAS No. 161 is effective for
financial statements issued for fiscal years and interim periods beginning
after November 15, 2008. Early adoption is permitted. The adoption of this
statement did not have an effect on the Company's financial position or
results of operations.
In May 2008, the FASB issued SFAS No. 163, "Accounting for Financial Guarantee
Insurance Contracts - an interpretation of FASB Statement No. 60" ("SFAS
163"). SFAS 163 requires that an insurance enterprise recognize a claim
liability prior to an event of default (insured event) when there is evidence
that credit deterioration has occurred in an insured financial obligation.
This Statement also clarifies how Statement 60 applies to financial guarantee
<page>
insurance contracts, including the recognition and measurement to be used to
account for premium revenue and claim liabilities. Those clarifications will
increase comparability in financial reporting of financial guarantee insurance
contracts by insurance enterprises. This Statement requires expanded
disclosures about financial guarantee insurance contracts. The accounting and
disclosure requirements of the Statement will improve the quality of
information provided to users of financial statements. SFAS 163 will be
effective for financial statements issued for fiscal years beginning after
December 15, 2008. The adoption of SFAS 163 did not have a material impact on
our financial condition or results of operation.
NOTE 4 - EQUITY TRANSACTIONS
The Company's outstanding common share balances as of March 31, 2009 and at
December 31, 2008 are 3,633,067.
The Company's Certificate of Incorporation allows for segregating preferred
stock into separate series. As of March 31, 2009 and December 31, 2008, the
Company had authorized 50,000 shares of Series A preferred stock and 500,000
shares of Series B convertible preferred stock. There were no outstanding
shares of Series A preferred stock and 100,000 shares of Series B preferred
stock were issued and outstanding.
Holders of Series A preferred stock shall be entitled to voting rights
equivalent to 1,000 shares of common stock for each share of preferred. The
Series A preferred stock has certain dividend and liquidation preferences over
common stockholders.
Holders of Series B preferred stock shall be entitled to voting rights
equivalent to 100 shares of common stock for each share of preferred. The
Series B preferred stock had been entitled to a non-cumulative dividend of
8.75% of revenues which exceed $5,000,000. In 2004, the Series B class
shareholders voted by a large majority to void the dividend preference. At the
option of the holder of Series B preferred stock, each share is convertible
into common stock at a rate of 100 shares of common for each share of
preferred.
As of the three months ended March 31, 2009 and the year ended December 31,
2008, no dividends have been declared on the Series A or Series B convertible
preferred stock.
NOTE 5 - STOCK OPTION PLAN
The Company's Stock Option Plan (Plan) provides a means to offer incentives to
its employees, directors, officers, consultants and advisors. As of March 31,
2009, all outstanding options granted under our stock option plan had either
been exercised or expired.
<page>
NOTE 6 - INVESTMENTS
In the quarter ended June 30, 2005, the Company had entered into a Letter of
Intent with Neuralstem, Inc., a private early stage company, to assist it in
filing an SB-2 registration statement. Effective September 15, 2005, those
understandings were formalized in an "Equity Investment and Share Purchase
Agreement" between the parties. Regal One acquired approximately 1,800,000
shares of Neuralstem's common stock and a warrant, containing certain anti-
dilution provisions, to purchase an additional 1,000,000 shares of common
stock in exchange for a variety of considerations supporting Neuralstem's
transition from a private, early stage, research and development company to a
publicly traded operational entity. These considerations included the
Company's assumption of the liability for certain legal fees, principally
including fees for an SB-2 registration, and access to the Company's network
of advisors and other related resources. Regal One has reflected these shares
in its balance sheet based on its estimated $50,000 direct cost of the
considerations it had provided to Neuralstem.
At March 31, 2009, 587,500 Neuralstem shares held were classified as
Marketable Securities in the current assets section of the Balance Sheet.
Regal One also has one ten year warrant at an exercise price of $5 per share
which is significantly above the present fair market value of Neuralstem
shares, In the first quarter of 2009 the Company implemented FAS 157 fair
market valuation using a Black-Scholes Option Pricing model for this
Neuralstem warrant. This resulted in posting an unrealized gain of $466,600 in
this quarter. This Neuralstem warrant is carried as a long term investment
The Board of Directors is responsible for determining in good faith the fair
value of the securities and assets held by the Company.
Since 2006, the Investment Committee of the Board of Directors adopted the
provisions of FAS 157 for valuation of the portfolio and bases its
determination on, among other things, applicable quantitative and qualitative
factors. These factors may include, but are not limited to, the type of
securities, the nature of the business of the portfolio company, the
marketability of and the valuation of securities of publicly traded companies
in the same or similar industries, current financial conditions and operating
results of the portfolio company, sales and earnings growth of the portfolio
company, operating revenues of the portfolio company, competitive conditions,
and current and prospective conditions in the overall stock market. Without a
readily recognized market value, the estimated value of some portfolio
securities may differ significantly from the values that would be placed on
the portfolio if there was a ready market for such equity securities.
<page>
NOTE 7 - RELATED PARTY TRANSACTIONS
Through March 31, 2009, settlements were reached with four service providers
and three stockholders whereby payments totaling $266,000 were concurrently
paid in full settlement of all amounts owed, along with release of other
claims and obligations between the parties. The Company realized a gain on
these settlements in the amount of $117,123 in the quarter ended March 31,
2008, of which $6,214 was realized from the shareholder settlements.
Additionally, as of March 31, 2008, Regal wrote off an old contingent debt of
$40,000 carried in the due to officers and directors account and payable
solely at the discretion of the Board of Directors, and Regal recognized a
$40,000 gain on this write off. During the quarter ended June 30, 2008, a
settlement was reached with a shareholder due $6,750 resulting in a $3,250
gain recorded. Additionally, a $60,000 reduction in accrued expense liability
for Director fees was achieved by cash settlement payments totaling $40,000,
resulting in a gain on settlement expense of $20,000.
NOTE 8 - CONTINGENCIES
The Company has historically incurred substantial debts in connection with its
operations. During 2008, the Company entered into negotiations and settled its
outstanding debts. As of March 31, 2009, the Company had only $39,459 in
current Accounts Payable liabilities.
NOTE 9 - DISCLOSURES WITH REGARD TO CERTAIN OFFICERS AND DIRECTORS
As of March 31, 2009, Regal has no outstanding current liabilities to it's
stockholders, officers or Directors.
On March 31, 2009, the Board of Directors of Regal One Corporation by
unanimous written consent, agree to accept the resignation of Lisa DuBoise
from her position on the Company's Board of Directors. Ms. DuBoise submitted
her resignation in order to pursue other business interests and was not the
result of any dispute with the Company. She will continue in her role as a
Consultant to the Company.
<page>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
FORWARD LOOKING STATEMENTS
In this report we make a number of statements, referred to as "forward-looking
statements", which are intended to convey our expectations or predictions
regarding the occurrence of possible future events or the existence of trends
and factors that may impact our future plans and operating results. These
forward-looking statements are derived, in part, from various assumptions and
analyses we have made in the context of our current business plan and
information currently available to us and in light of our experience and
perceptions of historical trends, current conditions and expected future
developments and other factors we believe are appropriate in the
circumstances. You can generally identify forward looking statements through
words and phrases such as "believe", "expect", "seek", "estimate",
"anticipate", "intend", "plan", "budget", "project", "may likely result", "may
be", "may continue" and other similar expressions. When reading any forward-
looking statement you should remain mindful that actual results or
developments may vary substantially from those expected as expressed in or
implied by that statement for a number of reasons or factors, including but
not limited to:
The type and character of our future investments
Future sources of revenue and or income
Increases in operating expenses
Future trends with regard to net investment losses
How long cash on hand can sustain our operations as well as other
statements regarding our future operations, financial condition and
prospects and business strategies.
These forward-looking statements are subject to certain risks and
uncertainties that could cause our actual results to differ materially from
those reflected in the forward-looking statements. We undertake no obligation
to revise or publicly release the results of any revision to these forward-
looking statements. Given these risks and uncertainties, readers are cautioned
not to place undue reliance on such forward-looking statements.
DESCRIPTION OF BUSINESS
Overview
We are a financial services company which coaches and assists biomedical
companies, through our network of professionals, in listing their securities
on the over-the-counter market.
We were initially incorporated in 1959 as Electro-Mechanical Services Inc., in
the state of Florida. Since inception we have been involved in a number of
industries. In 1998 we changed our name to Regal One Corporation. On March 7,
2005, our Board of Directors determined it was in our shareholder's best
interest to change the focus of the Company's operation to providing financial
services through our network of advisors and professionals. Typically these
services are provided to early stage biomedical companies who can benefit from
our managerial skills, network of professionals and other partners.
<page>
Our clients' are usually in the early stage of development, typically have
limited resources and compensate us for our services in capital stock.
Accordingly, although our primary business is to provide consulting services
and not to be engaged, directly or through wholly-owned subsidiaries, in the
business of investing, reinvesting, owning, holding or trading in securities,
we may nonetheless be considered an investment company as defined in the
Investment Company Act of 1940 (1940 Act). In order to lessen the regulatory
restrictions associated with the requirements of the 1940 Act, on September
16, 2005, we elected to be treated as a Business Development Company (BDC) in
accordance with sections 55 through 65 of the 1940 Act.
Pursuant to the requirements of the Investment Company Act of 1940, as
amended, the Board of Directors is responsible for determining in good faith
the fair value of the securities and assets held by the Company. The
Investment Committee of the Board of Directors bases its determination on,
among other things, applicable quantitative and qualitative factors. These
factors may include, but are not limited to, the type of securities, the
nature of the business of the portfolio company, the marketability of the
valuation of securities of publicly traded companies in the same or similar
industries, current financial conditions and operating results of the
portfolio company, sales and earnings growth of the portfolio company,
operating revenues of the portfolio company, competitive conditions, and
current and prospective conditions in the overall stock market. Without a
readily recognized market value, the estimated value of some portfolio
securities may differ significantly from the values that would be placed on
the portfolio should there be a ready market for such equity securities
currently in existence.
Strategy
We intend to focus our efforts on assisting private biomedical companies with
distinctive IP and well-defined, near-term applications that address
significant and quantifiable markets and that can benefit from our network of
business professionals. Our Investment Committee has adopted a charter wherein
these criteria will be weighed against other criteria including:
Strategic fit,
Management ability, and
Incremental value we can bring to the potential client.
The potential client must also be willing to comply with the Company's
requirement as a BDC to offer significant managerial oversight and guidance,
including the right of the Company to a seat on the client's board of
directors.
To date we have secured our clients through word of mouth or industry
referrals from lawyers, accountants and other professionals. In looking at
prospective clients, we do not focus on any particular geographic region and
would consider clients globally.
Portfolio Investments
During the three months ended March 31, 2009, we did not add any companies to
our portfolio. Our portfolio valued at fair market value is as follows:
<page>
Regal One Corporation Portfolio Investments
Value of Investments
Name of Company Investment as of March 31, 2009
Neuralstem, Inc. (OTCBB: CUR) Common Stock $575,750
Neuralstem, Inc. Warrants 516,600
Neuralstem, Inc. ("Neuralstem") is a life sciences company focused on the
development and commercialization of treatments based on transplanting human
neural stem cells. At present, Neuralstem is pre-revenue and has not yet
undertaken any clinical trials with regard to their technology.
Neuralstem has developed and maintains a portfolio of patents and patent
applications that form the proprietary base for their research and development
efforts in the area of neural stem cell research. Neuralstem, Inc. has
ownership or exclusive licensing of four issued patents and 13 patent pending
applications in the field of regenerative medicine and related technologies.
The field in which Neuralstem focuses on is young and emerging. There can be
no assurances that their intellectual property portfolio will ultimately
produce viable commercialized products and processes. Even if they are able to
produce a commercially viable product, there are strong competitors in this
field and their product may not be able to successfully compete against them.
As of March 31, 2009, the Company holds 587,500 shares of Neuralstem, Inc.
common stock and warrants to purchase an additional 1,000,000 shares of common
stock at a price of $5.00 per share.
Employees
We have one part-time employee. We expect to use independent consultants,
attorneys, and accountants as necessary and do not anticipate a need to engage
any additional full-time employees as long as business needs are being
identified and evaluated. The need for employees and their availability will
be addressed in connection with a decision concerning whether or not to
acquire or participate in a specific business venture.
Compliance with BDC Reporting Requirements
The Board of Directors of the Company, comprising a majority of Independent
Directors, adopted in March 2006 a number of resolutions, codes and charters
to complete compliance with BDC operating requirements prior to reporting as a
BDC. These include establishing Board committees for Audit, Nominating,
Compensation, Investment, and Corporate Governance, and adopting a Code of
Ethics, an Audit Committee Charter and an Investment Committee Charter.
Code of Ethics: The Code of Ethics in general prohibits any officer, director
or advisory person (collectively, "Access Person") of the Company from
acquiring any interest in any security which the Company (i) is considering a
purchase or sale thereof, (ii) is being purchased or sold by the Company, or
(iii) is being sold short by the Company. The Access Person is required to
advise the Company in writing of his or her acquisition or sale of any such
security. The Company's Code of Ethics is posted on our website at
www.regal1.com.
<page>
Audit Committee: The primary responsibility of the Audit Committee is to
oversee the Company's financial reporting process on behalf of the Company's
Board of Directors and report the result of its activities to the Board. Such
responsibilities shall include but not be limited to the selection, and if
necessary, the replacement of the Company's independent auditors; the review
and discussion with such independent auditors and the Company's internal audit
department of (i) the overall scope and plans for the audit, (ii) the adequacy
and effectiveness of the accounting and financial controls, including the
Company's system to monitor and manage business risks, and legal and ethical
programs, and (iii) the results of the annual audit, including the financial
statements to be included in the Company's annual report on Form 10-K.
The Company's Audit and Compensation Committee is comprised of one director.
We anticipate that additional board members will be admitted and will augment
the current audit committee. At present, we do not have a qualified financial
expert because we have not been able to identify and retain a qualified
candidate.
Investment Committee: The Investment Committee shall have oversight
responsibility with respect to reviewing and overseeing the Company's
contemplated investments and portfolio companies on behalf of the Board and
shall report the results of their activities to the Board. Such Investment
Committee shall (i) have the ultimate authority for and responsibility to
evaluate and recommend investments, and (ii) review and discuss with
management (a) the performance of portfolio companies, (b) the diversity and
risk of the Company's investment portfolio, and, where appropriate, make
recommendations respecting the role, divestiture or addition of portfolio
investments and (c) all solicited and unsolicited offers to purchase portfolio
company positions.
Compliance with the Sarbanes-Oxley Act of 2002
The Sarbanes-Oxley Act of 2002 imposes a wide variety of new regulatory
requirements on publicly held companies and their insiders including for
example:
Our chief executive officer and chief financial officer must now certify
the accuracy of the financial statements contained in our periodic
reports;
Periodic reports must disclose our conclusions about the effectiveness
of our controls and procedures;
Our periodic reports must disclose whether there were significant changes
in our internal controls or in other factors that could significantly
affect these controls subsequent to the date of their evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses; and
The Company may not make any loan to any director or executive officer
and we may not materially modify any existing loans.
The Sarbanes-Oxley Act required us to review our current policies and
procedures to determine whether we comply with the Sarbanes-Oxley Act and the
new regulations promulgated within the regulations stated in the SOX Act of
2002. We will continue to monitor our compliance with all future regulations
that are adopted under the Sarbanes-Oxley Act and will take actions necessary
to ensure that we are in compliance therewith.
<page>
Financial Condition Overview
The Company's total assets were $1,194,064 and its net assets were $1,154,605
at March 31, 2009, compared to $1,181,258 and $1,120,728, respectively, for
the period at December 31, 2008.
The changes in total assets during the three months ended March 31, 2009 were
primarily attributable to a decrease of ($391,863)in unrealized appreciation
in marketable securities, a gain of $466,600 in unrealized appreciation in
stock option investments, and a loss of ($40,587) on investment operations.
The Company's unrealized appreciation (depreciation) varies significantly from
period to period as a result of the wide fluctuations in value of the
Company's portfolio securities and the number of shares owned. In the first
quarter of 2009 the Company implemented FAS 157 fair market valuation using a
Black-Scholes Option Pricing model for the Neuralstem warrant. This resulted
in posting an unrealized gain of $466,600 in this quarter.
The changes in net assets during the three months ended March 31, 2009 were
attributable to the net operating loss from operations for the period of
($40,587), the changes in investment value from the $391,863 unrealized loss
on the portfolio valuation, the unrealized gain in appreciated valuation of
the Neuralstem warrant of $466,600 and interest expense of $275.
The Company's financial condition is dependent on a number of factors
including the ability of each portfolio company to effectuate its respective
strategies with the Company's help. These businesses are frequently thinly
capitalized, unproven, small companies that may lack management depth, and may
be dependent on new or commercially unproven technologies, and which may have
little or no operating history.
Result of Operations for the three month period ending March 31, 2009 vs.
2008.
Operating Expenses
For the three months ended March 31, 2009, operating expenses were $40,587
compared to $61,901 for the comparable period of 2008. The decrease for the
three month period ending March 31, 2009 compared to the comparable period of
2008 was primarily due to decreased Professional Services expenses ($29,023)
offset by a $7,709 increase for General and Administrative expenses.
Net Investment Income/ (Loss)
For the three months ending March 31, 2009, our net investment loss after
taxes was $40,587 compared to a gain of $94,422 for the comparable period in
2008. The net change loss of $135,009 in the three month period ending March
31, 2009 as compared to the comparable period ended March 31, 2008 was
attributable to the factors discussed above and a $157,123 gain on settlements
of various payables.
Other increases (decreases) in net assets from investments
For the three months ended March 31, 2009, net assets increased by $33,877
primarily from the net change in unrealized loss on the value of portfolio
securities of $391,863 offset by the unrealized gain of $466,600 in the
valuation of the investment warrant. This compares to an unrealized investment
loss of $1,718,215 for the comparable period in 2008. Refer to the Statements
of Operations page F-5.
<page>
Liquidity and Capital Resources
At March 31, 2009, we had $677,464 in liquid and semi-liquid current assets
consisting of $72,894 in cash, $28,805 in Prepaid Insurance expense, and
$575,765 in saleable marketable securities at fair market value. For the three
month period ended March 31, 2009, we primarily satisfied our working capital
needs from cash on hand at the beginning of the period which decreased by
$49,584. Working capital expenditures included: (i) a decrease in prepaid
insurance in the amount of $12,345, and (ii) payment of accounts
payable/accrued expenses of $21,068
The Company may receive loans from an established collateralized loan account
with a securities broker/dealer that as of March 31, 2009 held 587,500 shares
of Regal's Neuralstem stock. No loans were required during the first quarter
of 2009 and no balance is due.
From inception, the Company has relied on the infusion of capital through
capital share transactions and loans. The Company plans to either: (i) dispose
of its current portfolio securities to meet operational needs; or (ii) borrow
against such securities via a traditional margin account or other such credit
facility. Any such dispositions may have to be made at inopportune times and
there is no assurance that, in light of the lack of liquidity in such shares,
they could be sold at all, or if sold, could bring values approximating the
estimates of fair value set forth in the Company financial statements.
Additionally, when the Company enters into a margin agreement loan using its
portfolio securities as collateral, a decrease in their market value may
result in a liquidation of such securities which could greatly depress the
value of such securities in the market. The Company's average current monthly
cash operating expense is approximately $14,000. Because our revenues, if
generated, tend to be in the form of portfolio securities, such revenues are
not normally of a type capable of being liquidated to satisfy the Company's
ongoing monthly expenses. Consequently, for us to be able to avoid having to
defer expenses or sell portfolio companies' securities to raise cash to pay
operating expenses, we are constantly seeking to secure adequate funding under
acceptable terms.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Our business activities contain high elements of risk. The Company considers a
principal type of market risk to be a valuation risk. All assets are valued at
fair value as determined in good faith by or under the direction of the Board
of Directors (which is based, in part, on quoted market prices of similar
investments).
Market prices of common equity securities in general, are subject to
fluctuations which could cause the amount to be realized upon sale to differ
significantly from the current reported value. The fluctuations may result
from perceived changes in the underlying economic characteristics of the
Company's portfolio companies, the relative prices of alternative investments,
general market conditions and supply and demand imbalances for a particular
security.
Neither the Company's investments nor an investment in the Company is intended
to constitute a balanced investment program. The Company will be subject to
exposure in the public-market pricing and the risks inherent therein.
<page>
Item 4. Controls and Procedures
Evaluation of Controls and Procedures
The Company's management, under the supervision and with the participation of
various members of management, including our CEO and our CFO, has evaluated
the effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of the end of
the period covered by this quarterly report. Based upon that evaluation, our
CEO and CFO have concluded that our current disclosure controls and procedures
are effective as of the end of the period covered by this quarterly report.
Changes in Internal Controls
There have been no changes in the Company's internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Securities
Exchange Act of 1934) that occurred during the three months ended March, 2009
that have materially affected, or are reasonably likely to materially affect,
the Company's internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On April 28, 2009, Regal One Corporation was named as a Defendant in a lawsuit
filed in United States District Court, Central District of California. The
Corporation has no further information on the lawsuit as they presently have
not been served as a defendant.
Item 1A. Risk Factors
The purchase of shares of capital stock of the Company involves many risks. A
prospective investor should carefully consider the following factors before
making a decision to purchase any such shares:
We Have Historically Lost Money and Losses May Continue in the Future:
Our net operating loss for the 2008 fiscal year was $314,152 and future losses
are likely to occur. Accordingly, we may experience significant liquidity and
cash flow problems if we are not able to raise additional capital as needed
and on acceptable terms. No assurances can be given we will be successful in
reaching or maintaining profitable operations in which case, the Company could
deplete its cash and liquid resources.
The Company's cash expenses are very large relative to its cash flow which
requires the Company continually to sell its investment inventory shares. This
could result in substantial dilution to our shareholders net equity and our
ability to continue in operations should additional capital not be raised:
For the year ended December 31, 2008 the Company had no operating revenues and
operating expenses of $335,748. Consequently, the Company was required to sell
shares of the Company's inventory of investment stock or issue promissory
notes to raise the cash necessary to pay ongoing expenses. During the first
three months of 2009, the Company was not required to sell any shares of
inventory stock. Further sales of inventory investment stock could lead to
continuing dilution in net asset value for Company stockholders.
<page>
Regulations governing operations of a business development company will affect
the Company's ability to raise, and the way in which the Company raises
additional capital. This could result in the Company not being able to raise
additional capital and accordingly cease operations:
Under the provisions of the 1940 Act, the Company is permitted, as a business
development company, to issue senior securities only in amounts such that
asset coverage, as defined in the 1940 Act, equals at least 200% after each
issuance of senior securities. If the value of portfolio assets declines, the
Company may be unable to satisfy this test. If that happens, the Company may
be required to sell a portion of its investments and, depending on the nature
of the Company's leverage, repay a portion of its indebtedness at a time when
such sales may be disadvantageous and result in unfavorable prices.
Applicable law requires that business development companies may invest 70% of
its assets only in privately held U.S. companies, small, publicly traded U.S.
companies, certain high-quality debt, and cash. The Company is not generally
able to issue and sell common stock at a price below net asset value per
share. The Company may, however, sell common stock, or warrants, options or
rights to acquire common stock, at prices below the current net asset value of
the common stock if the Board of Directors determines that such sale is in the
best interests of the Company and its stockholders approve such sale. In any
such case, the price at which the Company's securities are to be issued and
sold may not be less than a price which, in the determination of the Board of
Directors, closely approximates the market value of such securities (less any
distributing commission or discount).
The success of the Company will depend in part on its size, and in part on
management's ability to make successful investments:
If the Company is unable to select profitable investments, the Company will
not achieve its objectives. Moreover, if the size of the Company remains
small, operating expenses will be higher as a percentage of invested capital
than would otherwise be the case, which increases the risk of loss (and
reduces the chance for gain) for investors.
The Company's investment activities are inherently risky:
The Company's investment activities involve a significant degree of risk. The
performance of any investment is subject to numerous factors which are neither
within the control of nor predictable by the Company. Such factors include a
wide range of economic, political, competitive and other conditions which may
affect investments in general or specific industries or companies.
The Company's equity investments may lose all or part of their value, causing
the Company to lose all or part of its investment in those companies:
The equity interests in which the Company invests may not appreciate in value
and may decline in value. Accordingly, the Company may not be able to realize
gains from its investments and any gains that are realized on the disposition
of any equity interests may not be sufficient to offset any losses
experienced. Moreover, the Company's primary objective is to invest in early
stage companies, the products or services of which will frequently not have
demonstrated market acceptance. Many portfolio companies lack depth of
management and have limited financial resources. All of these factors make
investments in the Company's portfolio companies particularly risky.
<page>
The Company's common stock is trading at a substantial discount to net asset
value:
The following table summarizes the Company's historical approximate net asset
value per common share and corresponding stock price:
As of December 31, 2008 2007 2006 2005
Net Asset Value $0.31 $ 0.67 $ 0.22 $ (0.07)
Stock Price* $0.11 $ 0.06 $ 0.15 $ 0.30
*Stock Price is the closing price as of the last trading day in December of
each corresponding year.
At present the Company is trading at a discount to Net Asset Value, however
there can be no assurance this trend will continue. Moreover, as the Company
utilizes and monetizes its assets for its continuing operating needs, the Net
Asset Value will decrease, potentially resulting in further decreases in the
price of the Company's common stock.
Our common stock is traded on the "Over-the-Counter Bulletin Board," which may
make it more difficult for investors to resell their shares due to suitability
requirements:
Our common stock is currently traded on the Over the Counter Bulletin Board
(OTCBB) under the symbol RONE where we expect it to remain in the foreseeable
future. Broker-dealers often decline to trade in OTCBB stocks given the
markets for such securities are often limited, the stocks are more volatile,
and the risk to investors is greater. These factors may reduce the potential
market for our common stock by reducing the number of potential investors.
This may make it more difficult for investors in our common stock to sell
shares to third parties or to otherwise dispose of their shares. This could
cause our stock price to decline.
We could fail to retain or attract key personnel who are required in order for
us to fully carry out our business plan:
The Company's operations and ability to implement its business plan are
dependent upon the efforts of its key personnel, the loss of the services of
which could have a material adverse effect on the Company. The Company will
likely be required to hire additional personnel to implement its business
plan. Qualified employees and consultants are in great demand and are likely
to remain a limited resource for the foreseeable future. Competition for
skilled, creative and technical talent is intense. There can be no assurance
that the Company will be successful in attracting and retaining such
personnel. Any failure by the Company to retain the services of existing
employees and consultants or to hire new employees when necessary could have a
material adverse effect upon the Company's business, financial condition and
results of operations. Our future success depends in significant part on the
continued services of our Chairman and Chief Executive officer. We have no
employment agreement with or life insurance on Charles J. Newman.
<page>
The Company operates in a highly competitive market:
The Company faces competition from a number of sources, many of which have
longer operating histories, and significantly greater financial, management,
marketing and other resources than the Company. The Company's ability to
generate new portfolio clients depends to a significant degree on its
reputation among potential clients and partners, and its ability to reach
acceptable investment terms with potential clients relative to competitive
alternatives. In the event that the reputation of the Company is adversely
impacted, or that potential portfolio clients perceive competitive
alternatives to be superior, the business, financial condition and operating
results of the Company could be adversely affected.
Our officers and directors have the ability to exercise significant influence
over matters submitted for stockholder approval and their interests may differ
from other stockholders:
Our executive officers and directors have the ability to appoint a majority to
the Board of Directors. Accordingly, our directors and executive officers,
whether acting alone or together, may have significant influence in
determining the outcome of any corporate transaction or other matter submitted
to our Board for approval, including issuing common and preferred stock,
appointing officers, which could have a material impact on mergers,
acquisitions, consolidations and the sale of all or substantially all of our
assets, and the power to prevent or cause a change in control. The interests
of these board members may differ from the interests of the other
stockholders.
Our share ownership is concentrated:
The Company's officers, directors and principal stockholders, together with
their affiliates, beneficially own approximately 70% of the Company's voting
shares. As a result, these stockholders, if they act together, will exert
significant influence over all matters requiring stockholder approval,
including the election and removal of directors, any merger, consolidation or
sale of all or substantially all of assets, as well as any charter amendment
and other matters requiring stockholder approval. In addition, these
stockholders may dictate the day to day management of the business. This
concentration of ownership may delay or prevent a change in control and may
have a negative impact on the market price of the Company's common stock by
discouraging third party investors. In addition, the interests of these
stockholders may not always coincide with the interests of the Company's other
stockholders.
We may change our investment policies without further shareholder approval:
Although we are limited by the Investment Company Act of 1940 with respect to
the percentage of our assets that must be invested in qualified investment
companies, we are not limited with respect to the minimum standard that any
investment company must meet, neither are we limited to the industries in
which those investment companies must operate. We may make investments without
shareholder approval and such investments may deviate significantly from our
historic operations. Any change in our investment policy or selection of
investments could adversely affect our stock price, liquidity, and the ability
of our shareholders to sell their stock.
<page>
The Company's common stock may be subject to the penny stock rules which might
make it harder for stockholders to sell:
As a result of our stock price, our shares are subject to the penny stock
rules. Because a "penny stock" is, generally speaking, one selling for less
than $5.00 per share, the Company's common stock may be subject to the
foregoing rules. The application of the penny stock rules may affect
stockholder's ability to sell their shares because some broker-dealers may not
be willing to make a market in the Company's common stock because of the
burdens imposed upon them by the penny stock rules which include but are not
limited to:
Section 15(g) of the Securities Exchange Act of 1934 and SEC Rules
15g-1 through 15g-6, which impose additional sales practice requirements
on broker-dealers who sell Company securities to persons other than
established customers and accredited investors.
Rule 15g-2 declares unlawful any broker-dealer transactions in penny
stocks unless the broker-dealer has first provided to the customer a
standardized disclosure document.
Rule 15g-3 provides that it is unlawful for a broker-dealer to engage
in a penny stock transaction unless the broker-dealer first discloses
and subsequently confirms to the customer the current quotation prices
or similar market information concerning the penny stock in question.
Rule 15g-4 prohibits broker-dealers from completing penny stock
transactions for a customer unless the broker-dealer first discloses to
the customer the amount of compensation or other remuneration received
as a result of the penny stock transaction.
Rule 15g-5 requires that a broker-dealer executing a penny stock
transaction, other than one exempt under Rule 15g-1, disclose to its
customer, at the time of or prior to the transaction, information about
the sales persons' compensation.
Potential shareholders of the Company should also be aware that, according to
SEC Release No. 34-29093, the market for penny stocks has suffered in recent
years from patterns of fraud and abuse. Such patterns include (i) control of
the market for the security by one or a few broker-dealers that are often
related to the promoter or issuer; (ii) manipulation of prices through pre-
arranged matching of purchases and sales and false and misleading press
releases; (iii) "boiler room" practices involving high-pressure sales tactics
and unrealistic price projections by inexperienced sales persons; (iv)
excessive and undisclosed bid-ask differential and markups by selling broker-
dealers; and (v) the wholesale dumping of the same securities by promoters and
broker-dealers after prices have been manipulated to a desired level, along
with the resulting inevitable collapse of those prices and with consequent
investor losses.
Limited regulatory oversight may require potential investors to fend for
themselves:
The Company has elected to be treated as a business development company under
the 1940 Act which makes the Company exempt from some provisions of that
statute. The Company is not registered as a broker-dealer or investment
advisor because the nature of its proposed activities does not require it to
do so; moreover it is not registered as a commodity pool operator under the
<page>
Commodity Exchange Act, based on its intention not to trade commodities or
financial futures. However, the Company is a reporting company under the
Securities Exchange Act of 1934. As a result of this limited regulatory
oversight, the Company is not subject to certain operating limitations,
capital requirements, or reporting obligations that might otherwise apply and
investors may be left to fend for themselves.
The Company's concentration of portfolio company securities:
The Company will attempt to hold the securities of several different portfolio
companies. However, a significant amount of the Company's holdings could be
concentrated in the securities of only a few companies. This risk is
particularly acute during this time period of early Company's operations,
which could result in significant concentration with respect to a particular
issuer or industry. The concentration of the Company's portfolio in any one
issuer or industry would subject the Company to a greater degree of risk with
respect to the failure of one or a few issuers or with respect to economic
downturns in such industry than would be the case with a more diversified
portfolio. At March 31, 2009, 100% of the Company's investments asset value
resulted from a single portfolio holding.
The unlikelihood of cash distributions:
Although the Company has the corporate power to make cash distributions, such
distributions are not among the Company's objectives. Consequently, management
does not expect to make any cash distributions in the immediate future.
Moreover, even if cash distributions were made, they would depend on the size
of the Company, its performance, and the expenses incurred by the Company.
Because many of the Company's portfolio securities will be recorded at values
as determined in good faith by the Board of Directors, the prices at which the
Company is able to dispose of these holdings may differ from their respective
recorded values:
The Company values its portfolio securities at fair value as determined in
good faith by the Board of Directors. However, the Company may be required on
a more frequent basis to value the securities at fair value as determined in
good faith by the Board of Directors to the extent necessary to reflect
significant events affecting the value of such securities. For privately held
securities, and to a lesser extent, for publicly-traded securities, this
valuation is an art and not a science. The Board of Directors may retain an
independent valuation firm to aid it on a selective basis in making fair value
determinations. Factors that may be considered in fair value pricing of an
investment include the markets in which the portfolio company does business,
comparison of the portfolio company to (other) publicly traded companies,
discounted cash flow of the portfolio company, and other relevant factors.
Because such valuations are inherently uncertain, may fluctuate during short
periods of time, and may be based on estimates, determinations of fair value
may differ materially from the values that would have been used if a ready
market for these securities existed. As a result, the Company may not be able
to dispose of its holdings at a price equal to or greater than the determined
fair value. Net asset value could be adversely affected if the determination
regarding the fair value of Company investments is materially higher than the
values ultimately realized upon the disposal of such securities.
<page>
The lack of liquidity in the Company's portfolio securities would probably
prevent the Company from disposing of them at opportune times and prices,
which may cause a loss and/or reduce a gain:
The Company will frequently hold securities in privately-held companies. Some
of these securities will be subject to legal and other restrictions on resale
or will otherwise be less liquid than publicly traded securities. The
illiquidity of such investments may make it difficult to sell such investments
at advantageous times and prices or in a timely manner. In addition, if the
Company is required to liquidate all or a portion of its portfolio quickly, it
may realize significantly less than the values recorded for such investments.
The Company may also face other restrictions on its ability to liquidate an
investment in a portfolio company to the extent that the Company has material
non-public information regarding such portfolio company. If the Company is
unable to sell its assets at opportune times, it might suffer a loss and/or
reduce a gain. Restrictions on resale and limited liquidity are both factors
the Board will consider in determining fair value of portfolio securities.
Moreover, even holdings in publicly-traded securities are likely to be
relatively illiquid because the market for companies of the type in which the
Company invests tend to be thin and usually cannot accommodate large volume
trades.
Holding securities of privately held companies may be riskier than holding
securities of publicly traded companies due to the lack of available public
information:
The Company will frequently hold securities in privately-held companies which
may be subject to higher risk than holdings in publicly traded companies.
Generally, little public information exists about privately-held companies,
and the Company will be required to rely on the ability of management to
obtain adequate information to evaluate the potential risks and returns
involved in investing in these companies. If the Company is unable to uncover
all material information about these companies, it may not make a fully
informed investment decision, and it may lose some or all of the money it
invests in these companies. These factors could subject the Company to greater
risk than holding securities in publicly traded companies and negatively
affect investment returns.
The market values of publicly traded portfolio companies are likely to be
extremely volatile:
Our clients tend to be early stage biotech companies. As a result, their
operations and futures are highly dependent on their ability to develop a
product and on public perception. Unlike more seasoned companies with
historical financial projections that can be used to evaluate performance, our
clients typically do not possess such historical figures. Accordingly, shares
of our portfolio companies that are quoted for public trading will generally
be thinly traded and subject to wide and sometimes precipitous swings in
value.
<page>
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
On February 4, 2009, a meeting of a majority of the shareholders of the
Company was held to vote on the election of Directors and nominees for
Director. The number of shares outstanding and eligible to vote or have voted
in this matter are: 3,633,067 shares of common stock and 100,000 shares of
Class B Preferred Stock. Each Preferred share has voting rights entitled to
100 shares of common stock. Therefore, of a total of 13,633,067 votes entitled
to be cast as of February 4, 2009, 7,170,783 (52.6%) voted in favor of the
proposals. Shareholders also ratified retaining the services of DeJoya
Griffith and Company, LLC, an accounting firm certified with the Public
Company Accounting Oversight Board, for the upcoming fiscal year. This
information was contained in a Form Schedule 14C filed on February 20, 2009
with the SEC included by reference to this report.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K filed during the quarter
Exhibits
The following exhibits are included as part of this Report on Form 10-Q.
References to "the Company" in this Exhibit List mean Regal One Corporation, a
Florida corporation.
Exhibit Number Description Filed Herewith
31.1 Certification of the Principal Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. [X]
32.1 Certification of Principal Executive Officer
Pursuant to 18 U.S.C Section 1350. [X]
Form 8-K Reports filed during the quarter
On April 1, 2009 the Company filed Form 8-K announcing the departure of a
member of our Board of Directors effective as of March 31, 2009.
<page>
SIGNATURES
In accordance with Section 13 or 15(d) 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.
Regal One Corporation
Dated: May 13, 2009
By:/S/ Charles J. Newman
Charles J. Newman
Chief Executive Officer, Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below
constitutes and appoints Charles J. Newman, as his true and lawful attorneys-
in-fact and agents, with full power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities, to sign any
and all amendments to this Quarterly Report on Form 10-Q, and to file the same
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
OFFICERS AND DIRECTORS
Name Title Date
/s/ Charles J. Newman May 14, 2009
By: Charles J. Newman
Chief Executive Officer, Chief Financial Officer, and
Director (Principal Executive Officer)
/s/ Malcolm Currie May 14, 2009
By: Malcolm Currie Director
/s/ Bernard L. Brodkorb May 14, 2009
By: Bernard L. Brodkorb Director
46