REG TECHNOLOGIES INC (Form: 20-F, Received: 11/01/2005 15:44:18)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 20-F

¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 - For the fiscal year ended April 30, 2005
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-24342

Reg Technologies Inc.
(Exact name of registrant as specified in its charter)

Br itish Columbia, Canada
(Jurisdiction of incorporation or organization)

1103-11871 Horseshoe Way
Richmond, British Columbia V7A 5H5, Canada
(Address of principal executive offices)

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer's class of capital or common stock as of the close of the period covered by the annual report.

Title of Each Class	Outstanding at April 30, 2005
Common Shares, no par value	22,620,392
Preferred Shares, $1.00 par value	none
Class A, no par value	none

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨

Indicate by check mark which financial statement the registrant has elected to follow.
Item 17. x Item 18. ¨

TABLE OF CONTENTS

PART I		4
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS	4
ITEM 2.	OFFER AND STATISTICS AND EXPECTED TIMETABLE	4
ITEM 3.	KEY INFORMATION	4
A.	SELECTED FINANCIAL DATA	4
B.	CAPITALIZATION AND INDEBTEDNESS	6
C.	REASON FOR THE OFFER AND USE OF PROCEEDS	6
D.	RISK FACTORS	6
ITEM 4.	INFORMATION ON THE COMPANY	9
A.	HISTORY AND DEVELOPMENT	9
B.	BUSINESS OVERVIEW	12
C.	ORGANIZATIONAL STRUCTURE	19
D.	PROPERTY, PLANT AND EQUIPMENT	19
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	19
A .	OPERATING RESULTS	19
B.	LIQUIDITY AND CAPITAL RESOURCES	21
C.	RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC	22
D.	TREND INFORMATION	23
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	24
A.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	24
B.	COMPENSATION	25
C.	BOARD PRACTICES	26
D.	EMPLOYEES	27
E.	SHARE OWNERSHIP	27
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	28
A.	MAJOR SHAREHOLDERS	28
B.	RELATED PARTY TRANSACTIONS	28
C.	INTERESTS OF EXPERTS AND COUNSEL.	28
ITEM 8.	FINANCIAL INFORMATION	28
A.	CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION	28
B.	SIGNIFICANT CHANGES	29
ITEM 9.	THE OFFER AND LISTING	29
ITEM 10.	ADDITIONAL INFORMATION	30
A.	SHARE CAPITAL	30
B.	MEMORANDUM AND ARTICLES OF ASSOCIATION	30
C.	MATERIAL CONTRACTS	30
D.	EXCHANGE CONTROLS	31
E.	TAXATION	32
F.	DIVIDENDS AND PAYING AGENTS	32
G.	STATEMENT BY EXPERTS	32
H.	DOCUMENTS ON DISPLAY	32
I.	SUBSIDIARY INFORMATION	33
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	33
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	33
PART II		33
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELIQUENCIES	33
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS.	33
A.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS	33
B.	USE OF PROCEEDS.	33
ITEM 15.	CONTROLS AND PROCEDURES	34
ITEM 16.	[RESERVED]	34
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT	34
ITEM 16B.	CODE OF ETHICS	34

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ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	34
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	35
ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	35
PART III		35
ITEM 17.	FINANCIAL STATEMENTS	35
ITEM 18.	FINANCIAL STATEMENTS	35
ITEM 19.	EXHIBITS	35

SIGNATURE PAGE 39

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Foreign Private Issuer Status

Foreign Private Issuer Status:

Reg Technologies, Inc., (hereinafter referred to as the "Company”, or “we”, “it”, “our” or such other context as may be applicable), is a Canadian corporation incorporated under the laws of the Province of British Columbia. Less than 50% of our common stock is held by United States citizens and residents, our business is administered principally outside the United States; and more than 50% of our assets are located outside the United States. As a result, we believe that we qualify as a "foreign private issuer" for continuing to report regarding the registration of our common stock using this Form 20-F annual report format.

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

This Form 20-F is being filed as an annual report under the Exchange Act, and accordingly, the information called for in Item 1 is not required. Please see “Item 6 – Directors, Senior Management and Employees –Directors and Senior Management”.

ITEM 2. OFFER AND STATISTICS AND EXPECTED TIMETABLE

This Form 20-F is being filed as an annual report under the Exchange Act, and accordingly, the information called for in Item 2 is not required.

ITEM 3. KEY INFORMATION

A. SELECTED FINANCIAL DATA

The summary consolidated financial information set forth below should be read in conjunction with, and is qualified in its entirety by reference to, the Consolidated Financial Statements, as of and for the years ended April 30, 2005 and 2004, together with the notes thereto, which appear elsewhere in this annual report. The Consolidated Financial Statements as of and for the years ended April 30, 2005 and 2004 have been audited by Manning Elliott. The Consolidated Financial Statements are prepared in accordance with Canadian GAAP. See Note 11 of the Notes to Consolidated Financial Statements for a reconciliation to U.S. GAAP.

The selected financial data set forth in the following table is expressed in Canadian dollars. Since June 1, 1970, the Government of Canada has permitted a floating exchange rate to determine the value of the Canadian dollar as compared to the United States dollar. At April 29, 2005, US$1.00 was equal to approximately C$1.2568. The exchange rates for the past five fiscal years ended April 30, are presented below.

The following represents our selected financial data for each of the past five fiscal years, ending on April 30. The data presented is prepared in accordance with generally accepted accounting principles in the United States and expressed in Canadian dollars:

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Fiscal Years Ended April 30

	2005	2004	2003	2002	2001
Net sales or operating revenues	-	-	-	-	-
Income (loss) from operations	397,692)	(59,924)	(63,869)	165,989	(1,631,759)
Income (loss) from continuing operations	(397,692)	(59,924)	(63,869)	165,989	(1,631,759)

Net income (loss)	(397,692)	(59,924)	(63,869)	165,989	(1,631,759)
Net income (loss) from operations per share	(0.02)	-	-	(0.01)	(0.10)

Income (loss) from continuing operations per share	(0.02)	-	-	(0.01)	(0.10)

Total assets	191,587	210,882	210,477	253,364	262,443
Net assets	(108,185)	(57,331)	(583,285)	(838,674)	(1,085,587)
Capital stock (excluding long term debt and redeemable preferred stock)	11,038,596	11,011,046	10,467,921	10,467,921	10,392,920


Number of shares as adjusted to reflect changes in capital	22,252,970	22,101,470	17,078,371	17,078,371	16,578,371

Dividends per share	-	-	-	-	-
Diluted net income per share	-	-	-	-	-

Reference is made to "Item 4. Information on the Company" and "Item 5. “Operating and Financial Review and Prospects” for a description of the initiation and progression of our activities since incorporation.

Currencies and Exchange Rates:

We publish our financial statements in Canadian dollars. Unless otherwise indicated, monetary amounts referred to in this annual report are in Canadian dollars. Unless otherwise indicated, all translations from Canadian dollars to US dollars have been made at a rate of CDN$ 1.2568 to US$ 1.00, the noon buying rate as certified for customs purposes by the Federal Reserve Bank of New York (the "Noon Buying Rate") on April 30, 2005. We do not represent that Canadian dollar or US dollar amounts could be converted into US dollars or Canadian dollars, as the case may be, at any particular rate, the rates below or at all. On August 18, 2005, the Noon Buying Rate was CDN$ 1.2178 to US$ 1.00. The following table sets forth noon buying rate for US dollars in New York City for cable transfers in Canadian dollars as certified for customs purposes by the Federal Reserve Bank of New York for the periods indicated:

The following table reflects the monthly high and low exchange rates for U.S.$1.00 to the Canadian dollar for the following periods.

Month	Year	High (CAD$)	Low (CAD$)
May	2005	1.2703	1.2373
June	2005	1.2578	1.2256
July	2005	1.2437	1.2048
August	2005	1.2185	1.1888

The following table lists the average exchange rate for US$1.00 to the Canadian dollar for the last five years based on the average month-end exchange rates.

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Year	Average	Low/High	April 30
2005	1.2702	1.1775/ 1.397	1.2568
2004	1.344	1.269/1.4221	1.3711
2003	1.5388	1.4336/1.5963	1.4663
2002	1.5671	1.5102/1.6128	1.5681
2001	1.5113	1.4639/1.5790	1.5360

B. CAPITALIZATION AND INDEBTEDNESS

This Form 20-F is being filed as an annual report under the Exchange Act, and accordingly, the information called for in this Item 3.B is not required

C. REASON FOR THE OFFER AND USE OF PROCEEDS

This Form 20-F is being filed as an annual report under the Exchange Act, and accordingly, the information called for in Item 3.C is not required.

D. RISK FACTORS

The occurrence of any of the following risks could hurt our business, financial condition or results of operations. In such case, the trading price of our shares could decline and you could lose all or part of your investment. You should carefully consider the following risks and the other information in this Report and our other filings with the SEC before you decide to invest in us or to maintain or increase your investment. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties not now known to us or that we think are immaterial may also adversely impact and impair our business. If any of the following risks actually occur, our business, results of operations, or financial condition would likely suffer. In such case, the trading price of our common stock could decline, and you may lose all or part of your investment.

Development Stage Enterprise . We are a development stage enterprise and is subject to all of the attendant business risks associated with a development stage enterprise, including constraints on financial and personnel resources, lack of established credit facilities, and uncertainties regarding product development and future revenues. We will continue to be subject to all the risks attendant to a development stage enterprise for the foreseeable future, including competition, complications and setbacks in the development program, and the need for additional capital.

We have reported losses in each year since its inception. At April 30, 2005, we had an accumulated deficit of ($11,285,742) in accordance with U.S. GAAP. Our history consists almost entirely of development of its products funded entirely from the sale of our Common Stock in the absence of revenues. We anticipate that it will continue to incur substantial additional operating losses for at least the next 12 months and expects cumulative losses to increase as our development efforts expand.

Although we anticipate receiving future revenues from the sales of engines or the licensing of our technology or pursuant to a joint venture, we have received minimal revenues in preparation for licensing or joint venture activities, and there are no assurances that significant revenues will be derived from this activity in the future. We have received no revenues from sales of any of the products under development. There can be no assurance as to when or if we will be able to develop significant sources of revenue or whether our operations will become profitable, even if we are able to commercialize any product. See "Operating and Financial Review and Prospects," and Notes to Financial Statements.

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Ability to develop product . We have no assurance at this time that a commercially feasible design will ever be perfected, or if it is, that it will become profitable. Our profitability and survival will depend upon our ability to develop a technically and commercially feasible product which will be accepted by end users. The RC/DC Engine which we are developing must be technologically superior or at least equal to other engines that competitors offer and must have a competitive price/performance ratio to adequately penetrate its potential markets. If we are not able to achieve this condition or if we do not remain technologically competitive, we may be unprofitable and our investors could lose their entire investment. There can be no assurance that we or potential licensees will be able to achieve and maintain end user acceptance of our engine.

Additional Financing will be Required . Our expectations as to the amount of funds needed for development and the timing of the need for these funds is based on our current operating plan, which can change as a result of many factors, and we could require additional funding sooner than anticipated. Our cash needs may vary materially from those now planned because of results of development or changes in the focus and direction of our development program, competitive and technological advances, results of laboratory and field testing, requirements of regulatory agencies and other factors.

We have no credit facility or other committed sources of capital. To the extent capital resources are insufficient to meet future capital requirements, we will have to raise additional funds to continue our development and operations. There can be no assurance that such funds will be available on favorable terms, or at all. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of such securities could result in dilution to our shareholders. If adequate funds are not available, we may be required to curtail operations significantly or to obtain funds on unattractive terms. Our inability to raise capital would have a material adverse effect on us.

Significant Losses for the Foreseeable Future. We expect to incur significant losses for the foreseeable future and cannot be certain when or if we will achieve profitability. Failure to become and remain profitable will adversely affect the value of our Common Shares and our ability to raise capital and continue operations.

Product/Market Acceptance . Our profitability and survival will depend upon our ability to develop a technically and commercially feasible product which will be accepted by end users. The RC/DC Engine and the AVFCS which we are developing must be technologically superior or at least equal to other engines which our competitors offer and must have a competitive price/performance ratio to adequately penetrate our potential markets. A number of rotary engines have been designed over the past 70 years but only one, the Wankel, has been able to achieve mechanical practicality and any significant market acceptance. If we are not able to achieve this condition or if we do not remain technologically competitive, we may be unprofitable and our investors could lose their entire investment. There can be no assurance that we or our potential licensees will be able to achieve and maintain end user acceptance of our engine or the AFVCS.

No Formal Market Survey . We have not conducted a formal market survey but statistics available on the aircraft, marine and industrial markets alone indicate an annual market potential of more than one hundred million dollars.

Lack Of Experience To Manufacture Or Market Product . Assuming we are successful in developing the Rand Cam products, we presently have no proven ability either to manufacture or market the engine. There is no assurance that we will be able to profitably manufacture and market engines.

Going Concern Disclosure In Independent Auditor's Report . The report of our independent auditors with respect to our financial statements included in this Form 20-F includes a "going concern" qualification, indicating that our losses and deficits in working capital and shareholders' equity raise substantial doubt about our ability to continue as a going concern. See " Operating and Financial Review and Prospects” and Notes to Financial Statements.

Our Dependence on Skilled Personnel . We are dependent on certain members of our management and engineering staff,

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the loss of services of one or more of whom could adversely affect our business. In particular, we depend on the abilities and continued participation of Pat Badgley and other key personnel who have been instrumental in bringing the Rand Cam engine to its present state of development. The loss of any of these key individuals could hamper the successful development of the engine. Our present officers and directors have other full-time positions or part-time employment unrelated to our business. Some officers and directors will be available to participate in management decisions on a part-time or as-needed basis only. Our management may devote time to other companies or projects which may compete directly or indirectly with us. We do not have "key man" life insurance on such officers and currently have no plans to obtain such insurance. See "Management". Our success also depends on our ability to attract and retain additional skilled employees.

Dependence on Consultants and Outside Manufacturing Facilities . Since our present plans do not provide for a significant technical staff or the establishment of manufacturing facilities, we will be primarily dependent on others to perform these functions and to provide the requisite expertise and quality control. There is no assurance that such persons or institutions will be available when needed at affordable prices. It will likely cost more to have independent companies do research and manufacturing than for us to handle these resources.

Protection of Intellectual Property . Our business depends on the protection of our intellectual property and may suffer if we are unable to adequately protect our intellectual property. The success of our business depends on our ability to patent our engine. Currently, we have been granted several U.S. Patents. We cannot provide assurance that our patents will not be invalidated, circumvented or challenged, that the rights granted under the patents will give us competitive advantages or that our patent applications will be granted.

Product Errors. Engines such as the ones proposed by us and our related planned applications may contain errors or defects, especially when first introduced, or when new versions are released. Our products may not be free from errors after commercial release has occurred. Any errors that are discovered after such commercial release could result in loss of revenue or delay in market acceptance, diversion of development resources, damage to our reputation, increased service and warranty costs and liability claims. Any defects in these products could adversely affect the operation of and market for our products, reduce revenue, increase costs and damage our reputation.

Competition . While not a highly competitive business in terms of numbers of competitors, the business of developing engines of a new design and attempting to either license or produce them is nonetheless difficult because most existing engine producers are large, well financed companies which are very concerned about maintaining their market position. These companies possess greater technical resources and market recognition than us, and have management, financial and other resources not yet available to us. Existing engines are likely to be perceived by many customers as superior or more reliable than any new product until it has been in the marketplace for a period of time. There is no assurance that we will be able to compete effectively with these companies.

Market prices for our products may decline in the future. We anticipate that market prices for our main products may decline in the future due to increased competition. We expect significant competition among local and international companies, including from new entrants, may continue to drive equipment prices lower. We also expect that there may be increases in promotional spending by companies in our industry which would also contribute to increasing movement of customers between competitors. Such increased competition and the resulting decline of market prices for our products would have a material adverse effect on our business, financial condition and results of operations.

Rapid technological change. New technology or refinement of existing technology could render our Rand Cam products less attractive or obsolete. Our success depends in part upon its ability to anticipate changes in technology and industry standards and to successfully develop and introduce new and improved engines on a timely basis. There is no assurance that we will be able to do so.

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Timing of new product introductions and lack of market acceptance for our new products. Our future success may be dependent on the success of our products and services. The success of our business depends on a variety of factors, including:

the quality and reliability of our products and services;
our ability to develop new products and services superior to that of our competitors;
our ability to establish licensing relationships and other strategic alliances;
our pricing policies and the pricing policies of our competitors;
our ability to introduce new products and services before our competitors;
our ability to successfully advertise our products and services; and
general economic trends.

Volatility of The Over-the-Counter Bulletin Board (“OTC BB”) or the TSX Venture Exchange may adversely affect the price of the Common Stock. Certain stocks listed on the OTC BB and/or the TSX Venture Exchange have recently experienced significant price and volume fluctuations and decreases which have adversely affected the market price of our and other stocks listed on the OTC BB and/or the TSX Venture Exchange without any regard to the underlying fundamentals of such stocks. These broad market fluctuations, which may occur in the future, as well as issues more specifically related to our business activities or prospects, our financial performance, intellectual property, may continue to adversely affect the market price of the Common Stock.

Product liability. Product liability claims asserted against us in the future could hurt our business. If a customer suffers damage from our products, the customer could sue us on product liability or related grounds, claim damages for data loss or make other claims. We currently do not carry product liability insurance. While we have not been sued on product liability grounds to date, a successful product liability or related claim brought against us could harm our business.

We do not expect to pay cash dividends. We intend to retain any future earnings to finance our business and operations and any future growth. Therefore, we do not anticipate paying any cash dividends in the foreseeable future.

Potential lack of attractive investment targets. Continued volatility of stock prices on the OTC BB and the TSX Venture Exchange may have a material adverse effect on our ability to raise capital on the OTC BB or the TSX Venture Exchange or by private investment, and the price of our common stock could fluctuate substantially.

Other Factors. Our areas of business may be affected from time to time by such matters as changes in general economic conditions, changes in laws and regulations, taxes, tax laws, prices and costs, and other factors of a general nature which may have an adverse effect on our business.

Conflict of Interest . Some of our current officers and directors have other unrelated full-time positions or part-time employment. Some officers and directors will be available to participate in management decisions on a part-time or as-needed basis only. Our management may devote its time to other companies or projects which may compete directly or indirectly with us.

ITEM 4. INFORMATION ON THE COMPANY

A. HISTORY AND DEVELOPMENT

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We were originally incorporated on October 6, 1982 as Reg Resources Corp. under a perpetual charter pursuant to the British Columbia Company Act by registration of our Memorandum and Articles. On February 23, 1993 we changed our name to Reg Technologies Inc. in order to better reflect our main area of business development. We did not consolidate our shares at the time our name was changed.

Our authorized capital consists of 65,000,000 shares consisting of 50,000,000 common shares without par value, 10,000,000 preferred shares with a par value of $1.00 per share and 5,000,000 class "A" non-voting shares without par value. Of the 50,000,000 common shares without par value, 22,620,392shares were issued and outstanding as of April 30, 2005 and 22,705,735are outstanding as at September 9, 2005. There are no Preferred or Class "A" Shares currently outstanding. All the Issuer's outstanding shares are Common Shares. They are not subject to any future call or assessment and they all have equal voting rights. There are no special rights or restrictions of any nature attached to any of the shares and they all rank equally, as to all benefits that might accrue to the holder thereof.

Our head office is located at #1103 -11871 Horseshoe Way, Richmond, B.C., V7A 5H5, Canada. Our telephone number is 604-278-5996 and our fax number is 604-278-3409.

We made our initial public offering of 500,000 Common Shares in July 1983 at a price of $0.50 per share to residents of British Columbia. Following the completion of that offering, our shares were listed on the Vancouver Stock Exchange (which is now the TSX Venture Exchange, previously the Canadian Venture Exchange).

We were initially involved in the mineral development and oil and gas business. The mineral development business produced no revenues from operations and the oil and gas business produced only limited revenues.

On May 23, 1986 we entered an agreement which was amended October 20, 1986 ("Initial Agreements") among ourself, Rand Cam-Engine Corp (a private company owned by James L. McCann, the inventor of the Rand Cam Engine) and James L. McCann. Under this agreement we acquired a 40% interest in a company to be formed, by paying $50,000 and agreeing to expend $200,000 on research and development pertaining to the Rand Cam Engine, which utilizes a new type of design for a rotary internal combustion engine.

The company to be formed referred to above was incorporated in November 1989, by registration of its Memorandum and Articles pursuant to the British Columbia Company Act as Rand Energy Group Inc. (REGI), which company would hold all the rights, agreements and patents to the Rand Cam Engine. We acquired 1,200,000 of the issued and outstanding shares of REGI while Rand Cam-Engine Corp. acquired 1,800,000 of the issued and outstanding shares.

The Initial Agreements were superseded by an "Energy Group Acquisition Agreement" dated March 28, 1990 and a "Share Purchase Agreement" dated March 28, 1990 whereby James L. McCann and Rand Cam- Engine Corp. agreed to transfer all rights, title and interest in and to the Rand Cam Engine to REGI for 1,800,000 common shares of REGI in consideration for certain covenants and warranties along with the $250,000 expended in accordance with the Initial Agreements. We were allotted 1,200,000 common shares of REGI.

These agreements resulted in us owning 40% of the issued and outstanding shares of Rand Technologies Inc., with the balance of 60% being owned by Rand Cam-Engine Corp. Pursuant to an amalgamation agreement between the shareholders of Rand Technologies Inc. and REGI, the two companies were amalgamated effective July 31, 1993. The amalgamated company is called Rand Energy Group Inc. and retains the same ownership structure.

Under an agreement dated April 27, 1993, between ourself, REGI, Rand Cam-Engine Corporation and James L. McCann (the "Agreement"), Rand Cam-Engine Corporation agreed to sell to us 330,000 shares of REGI, representing a further 11% interest in REGI. In consideration for a controlling interest in REGI, we agreed to pay Rand Cam-Engine Corporation $50,000, issue 600,000 shares of our Common Stock (the "Purchase

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Price") and grant a participating royalty to a maximum amount of $10,000,000, ("Participating Royalty"). The Participating Royalty is to be paid in minimum annual installments of $50,000 per year beginning on the date the first revenues are derived from the license or sale of the patented technology and after shares are issued per above. As part of the minimum payment, the Company is to pay 5% of all net profits from sales, licenses, royalties or income derived from the patented technology.

Under the terms of the Agreement, if any of the 600,000 shares to be issued above remain unissued after ten years from the date of the Agreement, these shares will not be issued and we shall be relieved of any further obligations in respect to the issuance of these shares. Accordingly, the requirement to issue these shares has expired.

Pursuant to an agreement with Brian Cherry ("Cherry Agreement") dated July 30, 1992 , REGI was assigned all rights, title and interest in the Direct Charge Rotary Engine for all countries excluding the United States of America. Also under the Cherry Agreement, we were assigned from Brian Cherry all right, title and interest in and to the Rand Cam/Direct Charge Rotary Engine for the United States. Pursuant to a letter of understanding between the Company, REGI US and REGI (collectively called the grantors) and West Virginia University Research Corporation (WVURC), the grantors have agreed that WVURC shall own 5% of all patented technology and will receive 5% of all net profits from sales, licenses, royalties or income derived from the patented technology. A 1% net profit royalty will be payable to Brian Cherry on all U.S. based sales.

REGI U.S., INC.

REGI U.S., Inc. ("REGI U.S.") is 15.0% owned U.S. subsidiary of Rand Energy Group Inc. which is in turn controlled through 51% ownership by us. REGI U.S. was organized under the laws of the State of Oregon on July 27, 1992 as Sky Technologies, Inc. with its name changed on August 1, 1994. It has a total authorized capital of 50,000,000 common shares. As of April 30, 2005, a total of 23,764,475 were issued of which 3,700,976 are owned by Rand Energy Group Inc. In 1993 Sky completed an offering of 500,000 units consisting of one share of the Common Stock with no par value and one Warrant to purchase one share of Sky. Each Warrant entitled the holder to purchase one share of Sky at $1.25 until August 24, 1994 and then at a price of $1.50 during the following 12 month period, or extension thereof.

The Company is in the business of developing and commercially exploiting an improved axial vane type rotary engine known as the Rand Cam™/Direct Charge Engine and other RandCam™ applications, such as compressors and pumps (the “Technology”). The world-wide marketing and intellectual rights, other than the U.S., are held by Rand Energy Group Inc. (a Canadian subsidiary 51% owned by the Company) which controls REGI US, Inc. (a U.S. public company). REGI US, Inc. owns the U.S. marketing and intellectual rights. Rand Energy Group Inc. and REGI US, Inc. have a project cost sharing agreement whereby these companies each fund 50% of the development of the Technology. As at April 30, 2005 Rand Energy Group Inc. owes Reg Technologies $2,803,664 which will be fully repaid prior to royalty obligations due as discussed in Note 9(a) and prior to dividends being paid to the owners of Rand Energy Group Inc.

Pursuant to an agreement dated July 30, 1992 and amendments thereto between Brian Cherry, Sky and ourself (the "Cherry Agreement"), we acquired and then assigned to Sky the U.S. technology rights to the Rand Cam/Direct Charge Rotary Engine (the "Rand Cam/Direct Charge Rotary Engine") from Brian Cherry. REGI will retain a 5% interest in the net profits from the United States rights. In consideration, Mr. Cherry received, subject to regulatory approval, 100,000 shares of the Company, and a 1% net profits interest in REGI U.S. Brian Cherry purchased 300,000 shares of Sky/REGI at US $0.01.

REGI is controlled through irrevocable voting trusts with other affiliated companies giving the Company the ability to control 60% of the voting shares of REGI US, Inc.

Our stock currently trades on the OTC BB under the symbol REGRF and on the TSX Venture Exchange as RRE.

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B. BUSINESS OVERVIEW

Nature of the Company’s Operations

We are engaged in the business of developing and building an improved axial vane-type rotary engine known as the Rand Cam ^TM Direct Charge (“RC/DC”) Engine, which is a variation of the Original Engine. The Original Engine is an axial vane rotary engine, the worldwide marketing rights to which are held by RAND. A United States patent was issued for the RC/DC Engine on July 4, 1995, and assigned to us. Since no marketable product has yet been developed, we have not received any revenues from operations.

The RC/DC Engine is based upon the Original Engine patented in 1983. Brian Cherry, a former officer and director of the Company, has done additional development work on the Original Engine that resulted in significant changes and improvements for which the U.S. patent has been issued and assigned to us. We believe the RC/DC Engine offers important simplification from the basic Original Engine, which will make it easier to manufacture and will also allow it to operate more efficiently.

Based upon testing work performed by independent organizations on prototype models, we believe that the RC/DC Engine holds significant potential in a number of other applications ranging from small stationary equipment to automobiles and aircraft. In additional to its potential use as an internal combustion engine, the RC/DC Engine design is being employed in the development of several types of compressors, pumps, expanders and other applications.

To date, several prototypes of the RC/DC Engine have been tested and additional development and testing work is continuing. We believe that such development and testing will continue until a commercially feasible design is perfected. There is no assurance at this time, however, that such a commercially feasible design will ever be perfected, or if it is, that it will become profitable. If a commercially feasible design is perfected, we do, however, expect to derive revenues from licensing the Technology relating to the RC/DC Engine regardless of whether actual commercial production is ever achieved. There is no assurance at this time, however, that revenues will ever be received from licensing the Technology even if it does prove to be commercially feasible.

We believe that a large market would exist for a practical rotary engine which could be produced at a competitive price and which could provide a good combination of fuel efficiency, power density and exhaust emissions.

Based on the market potential, we believe the RC\DC Engine is well suited for application to internal combustion engines, pumps, compressors and expansion engines. The mechanism can be scaled to match virtually any size requirement. This flexibility opens the door to large markets being developed.

We have built prototypes for these products including air pumps for fuel cell applications and air conditioning compressors. Our strategy is to develop engines and compressors for low to medium horsepower applications, then apply the Technology to larger applications. We plan to license the Technology or enter into joint venture arrangements for other specific applications. The licensee or joint venture partners will then provide funding for research and development of the specific applications. To date, we have, through our subsidiary REGI US, completed three license agreements with Advanced Ceramics for 10 H.P. or less for remote piloted vehicles, a license agreement with Radian MILPARTS for greater than 10 H.P. for military applications and to Rotary Power International for Generator applications. The agreement with Advanced Ceramics has terminated due to Phase II funding not being completed. A previous agreement with Trans Air to test an air conditioning Rand Cam™ compressor is still pending. Rotary Power agreement has been terminated due to non payment of $100,000.

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PRODUCTS AND PROJECTS

Rand Cam Technology
Rand Cam Cold Turbine Engine

On May 7, 2003 we announced that Rotary Power International has been granted a license agreement for the power generator applications. On June 9, 2003 we announced that the license had been extended to December 31, 2003. The agreement has now lapsed due to non payment of the $100,000.

Gasoline and Diesel Engine

Two prototype engines were built in 1993 and 1994 by the WVURC to run on gasoline. Testing on these prototypes suggested that the concept is fundamentally sound and that with a program of engine review, design, testing and development, a technically successful range of engines can be developed. The current prototype design for the diesel engine was designed by a consortium made up of Alliant Techsystems (formerly Hercules Aerospace Company) ("Alliant"), WVURC and us. Alliant was involved in the design and development including drawings for the RC/DC diesel engine. In addition Alliant performed extensive analysis on the diesel engine including bearings, cooling, leakage, rotor, vanes, housing, vane tip heating, geometry and combustion. This engine was designed as a general purpose power plant for military and commercial applications. A prototype of the diesel engine has been assembled and tested.

In May 2004 the Company completed an amended Rand Cam™ UAV engine license agreement with Radian, Inc. Radian, Inc. agrees to furnish REGI U.S., Inc. with a second generation, application specific Rand Cam™ 42 H.P. diesel engine at the conclusion of their Phase II study program. The Radian, Inc. UAV product development program commenced early in 2004. The Phase I/ Study Rand Cam™ 42 H.P. diesel engine demonstrated that the engine generates sufficient pressure and temperature to proceed with the second generation diesel engine.

On November 3, 2004 we announced that the Canadian Patent was issued for the Rand Cam™ Rotary Engine effective October 5, 2004. The term of the patent is twenty years from the date of the filing on December 11, 1992.

On November 29, 2004, we announced that a world wide license agreement, excluding the rights for the United States of America that are held by REGI U.S. for the Rand Cam™ technology has been successfully completed with Rand Energy Group Inc. Reg Technologies, Inc., our parent company, has agreed to pay a 5% net profit interest and make annual payments of $50,000. Reg Technologies, Inc. will be responsible for 50% of the costs for development and production of the Rand Cam™ technology.

The world wide patents cover Canada and several countries in Europe, namely, Germany, France, Great Britain, and Italy. Reg Technologies, Inc., together with REGI U.S., Inc., is in the process of testing a Rand Cam™ diesel engine for a generator application for hybrid electric cars. Additionally, our licensee for the 42 H.P. production model diesel Rand Cam™ is currently completing the engine for unmanned aerial applications for the U.S. military.

Compressor

We contracted Coltec, Inc., a Columbus, Indiana engineering firm, to fabricate the Rand Cam (TM) air conditioning compressor for buses. The testing is to be conducted by Trans/Air Manufacturing Corporation, one of the largest manufacturers of air conditioning units for buses, which has agreed to jointly develop and manufacture the working model compressor. The prototype compressor was delivered to Trans/Air in January 2001.

A special 3.2 SCFM air compressor has been designed and built for a large fuel cell customer. The customer

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has reviewed the design and his comments including type of drive motor, inlet and outlet piping arrangements and mounting considerations were incorporated and final drawings were prepared.

In January, 2004, testing for the air conditioning compressor for buses application had commenced by Trans Air Manufacturing. The new manifold has been installed on the working prototype compressor and pressure testing has commenced. Trans Air Manufacturing will first perform bench testing to baseline speed, performance, and power consumption data before designing to install on a vehicle for “real world” testing.

Based on the successful completion of the Joint Venture, being the development and successful testing of a working prototype of the Bus Compressor, Trans Air shall have the exclusive right and shall use its reasonable efforts to market, merchandise, sell and exploit the Bus Compressor within the markets or geographical areas in which Trans Air, in its sole option and discretion, believes such efforts would be appropriate. Currently Brian Cherry, our Vice President of Research and Development, is overseeing the testing of the air conditioning compressor.

In August 2004, we completed compressor tests which displayed encouraging results of up to 25 P.S.I. with only 800 R.P.M. The testing for the compressor was completed on behalf of Trans Air Manufacturing for air-conditioning in bus applications, and exceeded our expectations. We are currently negotiating a license agreement for compressor applications, to be announced when the terms and conditions are finalized.

Hydrogen Separator

We purchased the rights to the H2O Hydrogen Separator Technology consisting of a hydrogen separator based, which is a unique system for extracting hydrogen from water.

In consideration for a 50% interest for the rights to the Hydrogen Separator Technology Reg Technologies, Inc. (“Reg”) agrees that we shall apply for a patent in the U.S. for the Hydrogen Separator Technology at Reg’s expense; and Reg agrees to build a prototype of the Hydrogen Separator Technology as designed by GHM, Inc. We declined the option to purchase an additional 50% interest. To date, neither patent confirmation nor approval has been received by Reg.

Ceramic Rand Cam ^TM Engine

In July 2003, the RadMax TM Engine was announced at the AUVSI Conference Association for Unmanned Vehicle Systems. (AUV) by our licensee Radian MILPARTS. The announcement stated that plans are in place to start calibration testing at the Naval Air Systems Command (NAVAIR) Patuxent River, MD late in the summer. Procedures are written and in place to determine and document the RadMax ™ Engines horsepower, its vibration and noise metrics, and so forth. Following completion of the testing, to be conducted by engineers, first production units will generally be available by the fall, followed by a full production run next year.

The announcement further stated that the RadMax ™ Engine, a heavy fuel engine that is comprised of only 13 moving parts, is completely balanced and on all speeds, loads and orientation angles. Without piston valves, a crankshaft or camshaft it is inherently quiet at 60 dB at 1,500 feet.

We have entered into an agreement with Radian which grants an exclusive license for the manufacture of the Rand Cam Diesel Engines within the United States, for applications in Unmanned Autonomous Vehicles (UAV'S) over 10 horsepower, including non-exclusive rights to the worldwide sales for this application.

In February, 2004 we announced that a REGI U.S. licencee for unmanned vehicle system engines had completed testing of the prototype 42 H.P. engine. Tests occurred at Adiabatics in Columbus, IN and at the U.S. Navy's test facility at Patuxent River, MD. The initial test results demonstrated that the first generation prototype engine generated pressure and temperature. The licencee has started design of a second generation prototype. The documentation and one of the completed 42 H.P. Rand Cam(tm) engines have been delivered to REGI U.S., Inc. as part of the license agreement.

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Rand Cam™ Generator and Fuel Cell Technology

In September 2004 testing had commenced for the Rand Cam™ generator application for hybrid electric cars, portable generator application, and for back up power for family homes. Brian Cherry, our Vice President of the Rand Cam™ engine projects and co-inventor of the Rand Cam™ technology, is overseeing the development and testing in conjunction with two rotary engine mechanics with over 10 years experience with the Mazda rotary engine.

In April, 2005 we completed several successful, continuous combustion tests for the Rand Cam™ engine using gasoline fuel. The series of tests took place at SNK’s facilities, in Richmond, BC, on April 14, 2005, with starter speed of up to 490 RPM, utilizing a unique vane design that does not require vane tip seals. Eliminating the need for vane tip seals will reduce the manufacturing and maintenance costs significantly, therefore, resulting in a breakthrough with the technology. The Rand Cam™ engine design will be further tested for generator and hybrid car applications.

On June 29, 2005, REGI U.S., Inc. entered into an exclusive distributor agreement relating to fuel cell technology (the “Technology”) with Anuvu Incorporated (“Anuvu”). Reg Technologies, Inc., agrees to pay $200,000.00 as payment in full for the exclusive Canadian Distributorship for the Technology. REGI U.S. has an option to pay $300,000 for the exclusive European rights for the Technology, of which $150,000.00 is to be paid within 90 days from the date of the Agreement and the final payment of $150,000.00 is to be paid on or before November 30, 2005 REGI U.S. agrees to issue 200,000 treasury shares of REGI U.S., Inc. to Anuvu upon confirmation of acceptance of the European fuel cell technology patents. Anuvu will submit a patent application for Canada and Europe based on the current fuel cell technology claims set forth in claims of the U.S. Patents Pending held by Anuvu before the deadline date by the Patent Office. Patents will be owned by Anuvu and used exclusively in Europe by REGI during the term of the Agreement. REGI agrees to pay for the patent application costs and associated legal fees for Europe.

Reg Technologies, Inc. and REGI agree to pay a 5% royalty of the adjusted gross sales relating to the Technology.

REGI and Reg Technologies, Inc. will receive up to 1,000,000 warrants of Anuvu, based on 2 warrants issued for every $1.00 paid for the Distribution rights. The warrants enable REGI and Reg Technologies, Inc. the right to purchase up to 1,000,000 shares of Anuvu for a total of $10,000 for a period of one year.

Anuvu agrees as follows:

to give REGI a right of first refusal to purchase Anuvu shares, in the event additional shares are to be issued or purchased, for a period of six months;
to build a working fuel cell model prototype for a vehicle for demonstration purposes in Canada and Europe on behalf of Reg Technologies, Inc. and REGI
to work on the Rand Cam™ projects as required by Reg Technologies, Inc. and REGI, under a contract basis;
to grant to REGI and Reg Technologies a right of first refusal to exclusively use, manufacture, develop, sell, market and distribute products based on new patents and applications for patents, improvements, technology, products, devices, know-how, inventions, ideas, methods, processes and concepts, which are owned or developed by Anuvu and are not included in the Distributorship Patents in consideration for 100,000 treasury shares of REGI.

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We believe the companies have a common objective of developing a clean burning new source of power for vehicles, which are currently using gasoline driven piston engines. We are in the final phase of developing a light weight rotary engine that will run on any fuel, including cleaner burning fuels, such as hydrogen, propane and natural gas.

Anuvu Fuel Cell Advantages:

Anuvu recently commenced building 1,100 fuel cell engines for an automotive customer.
The Anuvu fuel cell is Integration-Ready, complete fuel cell systems have been integrated into on-road vehicles, boats, off-road vehicles and extensively used in driving simulators.
Anuvu fuel cells exceed goals for DOE weight and volume for mobile applications
Improved stack efficiency and life by liquid cooling each cell for uniform temperature control.
Improved water management technology which allows operation over a broad range of gas and humidity conditions, greatly reducing the complexity and cost of gas humidification subsystems
Smaller, lighter, more robust and vibration tolerant
Carbon-based to reduce catalyst poisoning, increasing cell life
Lower cost with no precious metals, except a trace amount of platinum
Designed for high volume manufacturing and consistency of performance

Description of the Markets in Which the Company Competes

We currently face and will continue to face competition in the future from established companies engaged in the business of developing, manufacturing and marketing engines and other products. While not a highly competitive business in terms of numbers of competitors, the business of developing engines of a new design and attempting to either license or produce them is nonetheless difficult because most existing engine producers are large, well financed companies which are very concerned about maintaining their market position. Such competitors are already well established in the market and have substantially greater resources than us. Internal combustion engines are produced by automobile manufacturers, marine engine manufacturers, heavy equipment manufacturers and specialty aircraft and industrial engine manufacturers. We expect that our engine would be used mainly in industrial and marine applications.

Except for the Wankel rotary engine built by Mazda of Japan, no competitor, that we are aware of, presently produces in a commercial quantity any rotary engine similar to the engines we are developing. The Wankel rotary engine is similar only in that it is a rotary engine rather than a reciprocating piston engine. Without substantially greater financial resources than is currently available to us, however, it is very possible that it may not be able to adequately compete in the engine business. One competitor, Rotary Power International, is presently producing the first production SCORE rotary (Wankel type) engines. Our RC\DC Engine is more fuel efficient, smaller, quieter, costs less to produce and will have fewer exhaust emissions.

We believe that if and when our engine is completely developed, in order to be successful in meeting or overcoming competition which currently exists or may develop in the future, our engine will need to offer superior performance and/or cost advantages over existing engines used in various applications.

Seasonality

We believe that there is no seasonality which affects the sales of our products.

Availability of Raw Materials

Since we are not in production and there are no plans at this time for us to enter the actual engine manufacturing business, raw materials are not of present concern. At this time, however, there does not appear to be any foreseeable problem with obtaining any materials or components, which may be required in the manufacture of its potential products.

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Marketing Strategy

We intend to pursue the development of the RC/DC Engine and the air pump, compressor and other products by entering into licensing and/or joint venture arrangements with other larger companies, which have the financial resources to maximize the potential of the technology. We have signed license agreements with Radian, Inc. and Trans Air Manufacturing. We have no current plans to become actively involved in either manufacturing or marketing any engine or other product which it may ultimately develop to the point of becoming a commercial product.

Our current objective is to complete and test the various compressor, pump and diesel engine prototypes. Based on the successful testing, the prototypes will be used for presentation purposes to potential license and joint venture partners.

We expect revenue from license agreements with the potential end users based on the success of the design from the compressor, pump, and diesel engine prototypes. Based on of successful testing of the Rand Cam prototypes, we expect to have joint venture or license agreements finalized, which would result in royalties to us. However, there is no assurance that the tests will be successful or that we will ever receive any such royalties.

The following marketing activities are all currently underway:

AIR CONDITIONING COMPRESSOR - An agreement with Trans Air Manufacturers has been completed to use the Rand Cam(TM) compressor in air conditioning units in bus applications. We have delivered a compressor prototype for testing. We are awaiting test results from Trans Air. Currently, Brian Cherry, our Vice President of Research and Development, is overseeing the testing of the air conditioning compressor.

AIR PUMP – A prototype air pump for a Fuel Cell Application has been completed and will be delivered to the Fuel Cell manufacturer and others. We plan to build several additional air pumps for demonstration purposes for other fuel cell uses.

DIESEL ENGINE – We have signed a license agreement with Radian MILPARTS to further develop our Rand Cam Technology for a 42 horsepower engine. Our license agreement with Radian calls for a 6% royalty to us and one working model 42 horsepower diesel engine for our own use for demonstration purposes for the other commercial applications. The second generation prototype is currently being completed by Radian.

Dependence on Certain Commercial Agreements

We do not have any material agreements upon which we are dependent. Patents and Licenses Patents

We have patents on the Rand Cam Engine for Canada, Mexico and the United States to protect certain aspects of the Rand Cam engine. U.S. patent 5,429,084 was granted on July 4, 1995, to James McCann, Brian Cherry, Patrick Badgley and four other individuals for various improvements incorporated in the RC/DC Engine, This patent has been assigned to us. The patent to the original Rand Cam engine, U.S. Patent 4,401,070, was issued on August 30, 1983 to James McCann and the marketing rights are held by Rand Energy.

The RC/DC Engine is composed basically of a disk shaped rotor with drive shaft, which turns, and the housing or stator, which remains stationary. The rotor has two or more vanes that are mounted perpendicular to the

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direction of rotation and slide back and forth through it. As the rotor turns, the ends of the vanes ride along the insides of the stator housing which have wave-like depressions, causing the vanes to slide back and forth. In the process of turning and sliding, combustion chambers are formed between the rotor, stator walls and vanes where the fuel/air mixture is injected, compressed, burned and exhausted.

Two additional patents have been issued for improvements to the engine including: U.S. Patents 5,509,793 “Rotary Device with Slidable Vane Supports) issued April 24, 1996 and 5,551,853 “Axial Vane Rotary Device and Sealing System Therefor) issued September 3, 1996.

Royalty Payments

The August 1992 Agreement calls for us to pay RAND semi-annually a royalty of 5% of any net profits to be derived by us from revenues received as a result of its license of the Original Engine. The August 1992 Agreement also calls for us to pay Brian Cherry a royalty of 1% semi-annually any net profits derived by us from revenue received as a result of our licensing the Original Engine.

Other provisions of the April 1993 Agreement call for is (a) to pay to RAND a continuing royalty of 5% of the net profits derived from the Technology by us and (b) to pay to Brian Cherry a continuing royalty of 1% of the net profits derived by us from the Technology.

Pursuant to the letter of understanding dated December 13, 1993, among us, RAND, Reg Tech and WVURC, WVURC will receive 5% of all net profits from sales, licenses, royalties or income derived from the patented technology relating to the Original Engine and the RC/DC Engine.

No royalties are to be paid to Alliant or Adiabatics, Inc.

Competition and Alternative Technologies

We believe strong competition can be expected in the engine market with new patents being taken out on a continuous basis and that we may have a time advantage over some of the competitive products as far as niche markets which we may enter, however there is no way to accurately determine or predict whether this situation is or will continue to be true.

The conventional piston type internal combustion engine is the prime competitor of the Rand Cam Engine. Due to the substantial infrastructure built up to support the standard combustion engine, substantial barriers to entry exist into this market.

A number of the new engine designs over the last decade have offered advantages on the thermodynamics front (e.g. more efficient use of energy through better combustion, better heat transfer, etc.). In the case of the Rand Cam Engine, its strong point it believed to be in its mechanism, not in its thermodynamics. Whether or not the engine's mechanism alone will provide the competitive edge necessary to result in a marketable and successful product is unknown at this time.

Since we do not have management experience in manufacturing engines, it hopes to be able to follow the same strategy as that of other companies such as Orbital and Wankel, where it would be licensing its technology and would therefore not be directly engaged in manufacturing.

An extensive manufacturing study has not been performed to date and it could turn out that the costs to manufacture are prohibitive for one or more reasons. However, the computer modeling done can be utilized to generate manufacturing drawings which could be used to obtain preliminary costing estimates.

The development of our business and its ability to maintain its competitive and technical position has depended and will depend, in part, upon its ability to attract and retain qualified scientific, engineering, managerial and manufacturing personnel.

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Significant competition exists from engine manufacturers and engineering firms specializing in the development of internal combustion engines technology for the automotive, marine, motorcycle and small engine industry. Such competition also exists in the pump and compressor markets which may utilize the Rand Cam technology in their products. Many of these companies have substantially greater resources for research, development and manufacturing than us. It is possible that our competitors may succeed in developing technologies and products that are more effective or commercially acceptable. We believe, based on its testing of the Rand Cam engine that the engine is a superior overall engine package to the reciprocating piston engine. This assessment is made on the basis of the Rand Cam engine's potential for reduced engine weight and packaging volume, improved performance, and possibly lower manufacturing costs.

Technology development is taking place on many fronts and competitors may have, unknown to us, a product or products under development which may be technologically superior to ours which may be more acceptable to the market. Competition with engines employing Rand Cam technology may also include other lean burn engines, electric motors, gas turbine engines, solar power and hybrid vehicles, and may include concepts not yet known to us.

Material effects of Government

Our engine products including the spark ignited engine, Diesel engine and Cold Turbine engine will be subject to various exhaust emissions standards depending upon the application and the country in which it is produced and/or sold. As each product becomes ready for sale, it will be necessary to have the engine certified according to the standards in effort at that time.

C. ORGANIZATIONAL STRUCTURE

For a list of our significant subsidiaries, see “Item 10 – Additional Information – Subsidiary Information”.

D. PROPERTY, PLANT AND EQUIPMENT

We own no properties. We currently utilizes office space which we lease in a commercial business park building located in Richmond, British Columbia, Canada, a suburb of Vancouver. The monthly rent for our portion of this office space is $500.00. The present facilities are believed to be adequate for meeting our needs for the immediate future. However we expect that we will likely acquire separate space when the level of business activity requires us to do so. We do not anticipate that we will have any difficulty in obtaining such additional space at favorable rates. There are no current plans to purchase or lease any properties in the near future.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto included elsewhere herein. The Consolidated Financial Statements have been prepared in accordance with Canadian GAAP. See Note 10 to the consolidated financial statements for a reconciliation to U.S. GAAP. The following discussion is derived from the U.S. GAAP reconciliation.

A. OPERATING RESULTS

We are a development stage company engaged in the business of developing and commercially exploiting an improved axial vane type rotary engine known as the Rand Cam/Direct Charge Engine (the "RC/DC Engine").

As a development stage company, we devote most of our activities to establishing our business. Planned principal activities have not yet produced significant revenues and we have a working capital deficit. We have

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undergone mounting losses to date totaling $11,285,742 and further losses are expected until we complete a licensing agreement with a manufacturer and reseller. Our working capital deficit is $108,186. These factors raise substantial doubt about our ability to continue as a going concern. Our ability to emerge from the development stage with respect to our planned principal business activity is dependent upon our successful efforts to raise additional equity financing, receive funding from affiliates and controlling shareholders, and develop a market for our products.

Continuing Operations

Fiscal Year Ended April 30, 2005 compared to Fiscal year Ended April 30, 2004

Results of Operations

Results of operations was a net loss of $398,000 ($0.01 per share) for 2005 as compared to net loss of $60,000 ($0.01 per share) for 2004.

No revenues from the sale or licensing of any technology were realized in 2005 or 2004.

In 2005, the Company recognized a gain of $383,000 as a result of its subsidiary issuing shares outside the consolidated group for cash proceeds of $426,000 which resulted in a gained disposition of 9.4% of its ownership in this subsidiary. General and administrative expenses decreased by $25,000 to $862,000 in 2005 from $897,000 in 2004. This decrease is a result of decreases in investor relations/consulting and management and directors’ fees of $137,000 which was primarily offset by increases in office, rent, professional fees, stock based compensation, transfer agent fees, travel and wages of $107,000 to $321,00 in 2005 from $207,000 in 2004. In 2005, the Company wrote off prototype research and development costs of $8,545,324 and patent costs of $221,830 in accordance with current generally accepted accounting principles, due to the uncertainty about future cash flows from the technology.

In 2004, the Company recognized a gain of $473,000 as a result of its subsidiary issuing shares outside the consolidated group for cash proceeds of $ 670,000, which resulted in a deemed disposition of 10.5% of its ownership in the subsidiary. Administrative expenses increased by $411,000 to $908,000 in 2004 from $497,000 in 2003. This increase is a result of increases in investor relations/consulting and management and directors’ fees; professional fees increased by $51,400 to $93,400 in 2004 from $42,000 in 2003; travel and promotion increased by $24,200 to $24,500 in 2004 from $300 in 2003.

The Company issued 335,211 common shares for $73,478 cash during the year.

Fiscal Year Ended April 30, 2004 compared to Fiscal year Ended April 30, 2003

Results of Operations

Results of operations resulted in a net loss of $60,000 ($0.00 per share) for 2004 as compared to net loss of $64,000 ($0.00 per share) for 2003.

No revenues from the sale or licensing of any technology were realized in 2004 or 2003. License agreements with Advanced Ceramics Research, Inc. and Rotary Power Generation Incorporated were entered into in 2002.

In 2004, the Company recognized a gain of $473,000 as a result of its subsidiary issuing shares outside the consolidated group for cash proceeds of $670,000 which resulted in a gained disposition of 10.5% of its ownership in this subsidiary.

General and administrative expenses increased by $400,000 to $897,000 in 2004 from $497,000 in 2003. This increase is a result of increases in investor relations/consulting and management and directors’ fees; professional fees increased by $51,400 to $93,400 in 2004 from $42,000 in 2003; travel and promotion increased by $24,200 to $24,500 in 2004 from $300 in 2003.

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The Company issued 1,250,000 common shares for $175,000 cash during the year and issued 3,956,810 common shares to settle related party debt of $395,682.

Fiscal Year Ended April 30, 2003 compared to Fiscal year Ended April 30, 2002

Results of Operations

Results of operations resulted in a net loss of $60,000 ($0.01 per share) for 2003 as compared to net income of $166,000 ($0.01 per share) for 2002.

No revenues from the sale or licensing of any technology were realized in 2003 or 2002. We entered into license agreements with Advanced Ceramics Research, Inc. and Rotary Power Generation Incorporated in 2002.

In 2003, the Company recognized a loss of $216,000 as a result of its subsidiary issuing shares outside the consolidated group for cash proceeds of $476,000 which resulted in a deemed disposition of 16% of its ownership in the subsidiary. In 2002 there was a gain of $217,000 on proceeds of $423,000. In 2002 a loss of $30,000 was recognized due to the write-down of the AVFS rights and development costs as compared to nil in 2003. Administrative expenses increased by $91,000 to $441,000 in 2003 from $350,000 in 2002. This increase is a result of services donated to REGI U.S., Inc by directors of the subsidiary; professional fees decreased by $13,000 to $42,000 in 2003 from $55,000 in 2002; travel and promotion decreased by $6,000 to $1,000 in 2003 from $7,000 in 2002.

Research and development expenses increased by $77,000 to $47,000 spent in 2003 compared to a $30,000 recover in 2002. Technical consulting continued to consist of Patrick Badgley and Paul LaMarche, resulting in a decrease of $26,000 to $71,000 in 2003 from $97,000 in 2002. Prototype development costs of $54,000 were recovered in 2003 compared to $97,000 spent in 2002. Accounts payable of $259,000 were written off during 2002. The majority of prototype developments are now being borne by the licensees and manufacturers.

The Company did not issue any common shares during the year.

B. LIQUIDITY AND CAPITAL RESOURCES

LIQUIDITY AND CAPITAL RESOURCES

In the past, the Company has derived most of its development and operating capital primarily from the issuance of our capital stock and our subsidiary REGI U.S., Inc. We have also caused our subsidiary, Rand Energy Group Inc. to sell shares it owned in REGI U.S., Inc. Reg Technologies, Inc. directly owns 3,320,000 shares of REGI U.S., Inc. with a value of $1.99 million (US) and Rand Energy Group Inc. owns 3,582,136 shares of REGI U.S. with a value of $2.14 million (US). REGI U.S., Inc. is currently completing a private placement at US$0.60 for a maximum of 2,000,000 units to raise up to US$1,200,000.

We have been successful in the past in acquiring capital through the issuance of shares of our Common Stock, and through advances from related parties. Although we intend to continue utilizing these sources, there has been no assurance in the past that these sources and methods would continue to be available in the future.

In the event that no other sources of capital were available to us in the future, on a reasonable financial basis, we would face the same obstacles as many small, undercapitalized companies do, and, in the worst case, we could be forced to reorganize or liquidate, either of which consequence would likely have an adverse financial effect upon our shareholders.

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Fiscal Year Ended April 30, 2005 compared to Fiscal year Ended April 30, 2004

During the fiscal year ended April 30, 2005, we derived development and operating capital from the $86,442 amounts received from related companies ($328,500 in 2004).

During the 2005 year, no funds were raised from subscriptions. Operating capital was derived from the sale of 335,211 common shares for $73,478, as well as the issuance of our subsidiary’s shares totaling $422,269. Funds raised do not provide enough working capital to fund ongoing operations for the next twelve months. We may also raise additional funds through stock options, if exercised. Options with respect to 1,187,500 shares at between $0.10 and $0.30 per share may be exercised to net $127,725, if exercised.

In the 2005 fiscal year, the Company wrote off prototype research and development costs of $8,545,324 and patent costs of $221,830 in accordance with generally accepted accounting principles, due to the uncertainty about future cash flows from the technology. Continuing research and development costs will be expensed during each fiscal period.

Fiscal Year Ended April 30, 2004 compared to Fiscal year Ended April 30, 2003

During the fiscal year ended April 30, 2004, we derived most of our development and operating capital primarily from the $328,000 in proceeds received from related companies ($141,000 in 2003).

During the 2004 year, we raised no monies from subscriptions. Operating capital was derived from the sale of 175,000 shares, as well as the issuance of our subsidiary’s shares totaling $142,000. Funds raised do not provide enough working capital to fund ongoing operations for the next twelve months. We may also raise additional funds through the exercise of stock options, if exercised. Options with respect to 1,325,000 shares at $0.10 per share may be exercised to net $132,500, if exercised.

Fiscal Year Ended April 30, 2003 compared to Fiscal year Ended April 30, 2002

During the fiscal year ended April 30, 2003, we derived most of our development and operating capital primarily from the $141,000 in proceeds received from related companies ($365,000 in 2002).

During the year, we raised a further $42,000 in subscriptions received pursuant to private placements in both the Company and its subsidiary, REGI U.S., Inc. These funds raised do not provide enough working capital to fund ongoing operations for the next twelve months. We may also raise additional funds through the exercise of stock options, if exercised. Options with respect to 1,325,000 shares at $0.10 per share may be exercised to net $132,500, if exercised.

C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

The basic research and development work on the RC/DC Engine and other products is being coordinated and funded by Reg Tech and funded as to 50%.

We plan to contract with outside individuals, institutions and companies to perform most of the additional research and development work which we may require to benefit from our rights to the RC/DC Engine and other products.

During the last two fiscal years, excluding foreign exchange adjustment, we spent $264,500 on research and development. During the last year, the majority of the costs were paid directly toward the building of the 42 horsepower prototypes by Radian Milparts and by Advanced Ceramics for the 10 horsepower ceramic engine for unmanned aerial applied uses.

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D. TREND INFORMATION

See “Item 4. - Information on the Company, - Part B., Business Overview”

E. OFF-BALANCE SHEET ARRANGEMENTS

There are no known significant off-balance sheet arrangements other than those disclosed in this Form 20-F and in our audited consolidated financial statements for the year ended April 30, 2004.

F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The following table summarizes all of the outstanding obligations of the Company’s continuing operations by the year that they become due. We expect to fund these obligations from operating income and equity financing:

Contractual Obligations	Year	Expenditure Commitment	Number of Shares
Contractual Obligations	Year	Expenditure Commitment	Number of Shares

(1)	2004	$ -	-
(1)	2005	$ -	-
(1)	2006	$ -	-

(1) refer to note 9(a) to the financial statements

G. Safe Harbor

This annual report includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include conclusions of prefeasibility and feasibility studies, estimates of future production, capital and operating costs, prices of silver and gold and other known and unknown risks. These and other factors and uncertainties may cause material differences from future results as expressed or implied by these forward looking statements. These risks, uncertainties and other factors include but are not limited to the risks involved in the exploration, development and mining business.

All statements, other than statements of historical facts, included in this annual report that address activities, events or developments which we expect or anticipate will or may occur in the future are forward-looking statements. The words "believe", "intend", "expect", "anticipate", "project", "estimate", "predict" and similar expressions are also intended to identify forward-looking statements.

Our estimated or anticipated future results or other non-historical facts are forward-looking and reflect our current perspective of existing trends and information. These statements involve risks and uncertainties that cannot be predicted or quantified, and consequently actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, among others, the success of our exploration and development activities, environmental and other regulatory requirements, foreign exchange issues, mineral deposit estimates and mineral prices, competition by other mining companies, financing risks, mineral title issues, insider conflicts of interest, political stability issues, and other risks and uncertainties detailed in this report and from time to time in our other Securities and Exchange Commission (“SEC”) filings.

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Consequently, all of the forward-looking statements made in this annual report are qualified by these cautionary statements. We cannot assure you that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected effect on us or our business or operations.

Forward-looking statements are subject to a variety of risks and uncertainties in addition to the risks referred to in “Risk Factors” under Item 3.D above.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

As of April 30, 2005, our Board of Directors consisted of four Directors, two of whom are independent (or “outside”) non-executive Directors. The following table provides certain information about the members of our Board of Directors as of April 30, 2005.

Name	Position with Registrant	Term of Office	Office Held Since
John G. Robertson	President, Secretary and Director	Annual Shareholders Meeting for fiscal 2005	1982

Jennifer Lorette	Director	Annual Shareholders Meeting for fiscal 2005	2001

James Vandeberg	Chief Financial Officer and Director	Annual Shareholders meeting for fiscal 2005	2003

Susanne Robertson	Director	Annual Shareholders meeting for fiscal 2005	1984

Susanne Robertson, a director, is the wife of John Robertson, our President and a director.

The present and principal occupations of our directors and executive officers during the last five years are set forth below:

John G. Robertson, Richmond, B.C . Since October 1984, Mr. Robertson has been President and a Director of our Company. He is also the Chairman of the Board, founder and a director of Linux G old Corp. since its inception. Mr. Robertson has been the Chairman, President and Chief Executive Officer of REGI U.S., Inc., an Oregon corporation traded on the OTC bulletin board, since July 1992, a U.S. public company engaged in the development of a rotary engine/compressor (“Rand Cam Engine”) and hydrogen separator technology. REGI U.S. is ultimately controlled by Reg Technologies Inc. Mr. Robertson has been the President and Principal Executive Officer and a Director of IAS Communications, Inc. since its formation in December 1994, a U.S. public company which is developing and marketing proprietary antenna technology. Since June 1997 Mr. Robertson has been President, Principal Executive Officer and a Director of Information Highway.com, Inc., a Florida corporation which is inactive. Mr. Robertson is also the President and founder of Teryl Resources Corp., a British Columbia company trading on the TSX Venture Exchange involved in mineral exploration. Since May 1977 Mr. Robertson has been President and a member of the Board of Directors of SMR Investments Ltd., a private British Columbia corporation engaged in management of public companies. Mr. Robertson is also the President and Director of the following private companies: JGR Petroleum, Inc., BlueCrow Internet Co. Ltd., 394754 B.C. Ltd., dba SOVO Computer Centre, Pavlik Travel Services Ltd., World Tel-Internet (Toronto) Ltd., International Diamond Syndicate Ltd., Argon Investment Corporation, and Airstream Communications, Inc. Mr. Robertson is a citizen and resident of Canada.

Jennifer Lorette, Richmond, B.C. - Since April 1994, Ms. Lorette has been Vice President of Administration for Reg Technologies, Inc., and became a director in 2000. Ms. Lorette is a director of Linux Gold Corp., a

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British Columbia company traded on the OTC BB, and has held several positions with it since June 1994, most recently as its Vice President and Secretary. Also since June 1994 Ms. Lorette, has been Vice President of REGI U.S., Inc., an Oregon corporation traded on the OTC bulletin board. REGI U.S. is ultimately controlled by Reg Technologies Inc. Since June 1997 Ms. Lorette has been Secretary/Treasurer, and a Director of Information Highway.com, Inc., a Florida corporation traded which is inactive. Ms. Lorette is a founder, and has been Secretary/Treasurer of IAS Communications, Inc. since February 1995. Since November 1997 Ms. Lorette has been Vice President of Teryl Resources Corp., a public company trading on the TSX Venture Exchange involved in gold, diamond, and oil and gas exploration. She also became a director in February 2001. Ms. Lorette is a citizen and resident of Canada.

Susanne M. Robertson, Richmond, B.C. Mrs. Robertson has been a director of the Company since 1984 and is also the wife of John Robertson, its president. She has been active in the management of the Company since its incorporation. She is also a director of Linux Gold Corp. and Teryl Resources Corp., and is the principal shareholder of SMR Investments Ltd. Mrs. Robertson is a citizen and resident of Canada.

James L. Vandeberg, Sammamish, WA Mr. Vandeberg has been a director of the Company since March 2004. Mr. Vandeberg is an attorney in Seattle, Washington. Mr. Vandeberg's practice focuses on the corporate finance area, with an emphasis on securities and acquisitions. Mr. Vandeberg was previously general counsel and secretary of two NYSE companies and is a director of Information-Highway.com, Inc., a Florida corporation which is currently inactive. He is also a director of IAS Communications, Inc. an Oregon corporation traded on the OTC bulletin board since November 1998. He is also a director of REGI U.S., Inc. an Oregon corporation traded on the OTC bulletin board. Mr. Vandeberg is also a director of Linux Gold Corp., a British Columbia company traded on the OTC bulletin board. Mr. Vandeberg is also a director of Cyber Merchants Exchange, Inc. since May 2001. He is a member and former director of the American Society of Corporate Secretaries. He became a member of the Washington Bar Association in 1969 and of the California Bar Association in 1973. Mr. Vandeberg graduated cum laude from the University of Washington with a Bachelor of Arts degree in accounting in 1966, and from New York University School of Law in 1969, where he was a Root-Tilden Scholar.

B. COMPENSATION

During the year ended April 30, 2005, the aggregate cash compensation (including salaries, fees, directors' fees, commissions, bonuses paid for services rendered, and any compensation other than bonuses earned during the fiscal year, the payment of which was deferred) paid to such executive officers as a group by us and our subsidiaries for services rendered was $119,696. Related company advances were $164,267. Total compensation paid to all employees was $138,478.

Under a three-year Management Agreement entered into on May 1, 1996 between us and SMR Investments Ltd. (“SMR”), and approved by the TSX Venture Exchange, SMR, a company owned by Susanne M. Robertson, a director of the Company and wife of John G. Robertson, receives $2,500 per month for management services provided to us. This contract is renewable annually after the initial term ended May 1, 1999.

$12,000 was paid to John G. Robertson, President of the Company, as a director's fee during the past fiscal year.

During fiscal 2005, $30,000 US was paid to Access Information Systems, Inc., which is owned and controlled by the Robertson Family Trust, the beneficiary of which is Kelly Robertson, daughter of John G. Robertson. Mr. Robertson is one of three trustees of the Robertson Family Trust, which acts by the majority vote of the three trustees, for project management services.

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Except as noted elsewhere herein, we did not pay any additional compensation to our executive officers (including personal benefits and securities or properties paid or distributed), which compensation was not offered on the same terms to all full time employees.

No monies were set aside or accrued by us during the fiscal year ended April 30, 2005 to provide pension, retirement or similar benefits for our officers or directors.

During the fiscal year ended April 30, 2005, we did not grant any long-term incentive plans awards to any of our executive officers, directors or employees.

Additional detailed information regarding compensation shall be included in the Information Circular for our 2005 annual general meeting, which was held on October 24, 2005.

During the fiscal year ended April 30, 2005 no new stock options were granted, 62,500 stock options were exercised and no stock options expired pursuant to stock option plans.

Total options currently exercisable at the date of this 20-F are 1,187,500. Of the total amount:

750,000 are exercisable at $0.10 per share expiring October 11, 2005;
162,500 are exercisable at $0.30 per share expiring September 18, 2008;
250,000 are exercisable at $0.19 per share expiring March 4, 2009; and
25,000 are exercisable at $0.14 per share expiring April 8, 2009.

Options to Purchase Registrant's Common Shares Held by Officers and Directors of Registrant

NAME OF OPTIONEE	NUMBER OF OPTIONS	EXERCISE PRICE	EXPIRY DATE
John G. Robertson	750,000	$0.10	October 11, 2005
Jennifer Lorette	50,000	$0.30	September 18, 2008
	25,000	$0.14	April 8, 2009
Susanne Robertson	250,000	$0.19	March 4, 2009
James Vandeberg	50,000	$0.30	September 18, 2008
TOTAL HELD AS A GROUP:	1,125,000

Options to Purchase Registrant’s Common Shares Held by Persons Other than Officers and Directors of the Registrant

NAME OF OPTIONEE	NUMBER OF OPTIONS	EXERCISE PRICE	EXPIRY DATE
Arnie Winrob	37,500	$0.30	September 18, 2008
Monique Van Oord	25,000	$0.30	September 18, 2008
TOTAL:	62,500

C. BOARD PRACTICES

Under section 224 of the Business Corporations Act, S.B.C. 2002, c. 57, the directors of a company must, at their first meeting on or after each annual reference date, elect an audit committee, to hold office until the next annual reference date. The audit committee must be composed of at least 3 directors, and a majority of the members of the committee must not be officers or employees of the company or of an affiliate of the company. The members must elect a chair from among their number and determine their own procedures. The auditor of a company must be given reasonable notice of, and has the right to appear before and to be heard at each

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meeting of the company’s audit committee and must appear before the audit committee when request to do so by the committee and after being given reasonable notice to do so. Our Board of Directors established an Audit Committee which members consisting of James Vandeberg, Susanne Robertson and Jennifer Lorette.

The Directors are elected by the shareholders to hold office for a term of one year or until re-elected at the next annual general meeting.

D. EMPLOYEES

Competition for technical personnel in our industry is intense. We believe that we have been successful in recruiting qualified employees, and that our future success depends in part on our continued ability to hire, assimilate and retain qualified personnel.

Our employees do not belong to any labor unions. We have not been subject to any strikes or other labor disturbances that have interfered with our operations.

As of April 30, 2005, five part-time employees/contractors were employed. Many of our legal, accounting, marketing and administrative functions are contracted out to consultants.

E. SHARE OWNERSHIP

The following table sets forth the ownership of our common shares by our Directors and Officers as at September 16, 2005:

Shareholder	Number of shares issued and outstanding	Percentage ownership (1)

John G. Robertson (2)	2,500,199	11.0%
Jennifer Lorette (3)	83,400	*
Susanne Robertson (4)	4,888,728	21.5%
James Vandeberg (5)	50,000	*

	(1)	As at September 9, 2005, there were 22,705,735 issued and outstanding common shares.

	(2)	Includes 1,118,530 shares registered in the name of and beneficially owned by Access Information Services, Inc., a Washington corporation which is owned and controlled by the Robertson Family Trust, the beneficiary of which is Kelly Robertson, daughter of John G. Robertson. Mr. Robertson is one of three trustees of the Robertson Family Trust, which acts by the majority vote of the three trustees. Mr. Robertson disclaims beneficial ownership of the shares owned or controlled by the Robertson Family Trust. It also includes 750,000 stock options which are currently exercisable and in-the-money.

	(3)	Includes 75,000 stock options which are currently in-the-money.

	(4)	SMR Investments Ltd., a company wholly-owned by Susanne Robertson, is the beneficial owner of 3,356,807 common shares representing 15.1% of our outstanding common shares. This amount also includes 250,000 stock options which are currently exercisable and in-the-money, and 641,956 share purchase warrants.

	(5)	Includes 50,000 stock options which are currently exercisable but not in the money.

* Beneficially owns less than one percent of our common shares.

For information regarding the ownership of stock options to acquire our common shares which are held by our Directors and Officers, and also by our employees, please refer to “ – Stock Options Granted to Employees, Directors and Senior Managers”.

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ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. MAJOR SHAREHOLDERS.

To the best of our knowledge, we are not indirectly owned or controlled by any other corporation or foreign government.

As of September 16, 2005, 22,705,735 Common Shares were outstanding. At such date, and to the knowledge of our directors and senior officers, no person beneficially owned shares carrying more than 10% of the voting rights attached to all our shares, other than those persons set out above.

We do not know of any arrangements which could result in a change in our control.

B. RELATED PARTY TRANSACTIONS.

Under a three-year Management Agreement entered into on May 1, 1996 between us and SMR Investments Ltd., and approved by the TSX Venture Exchange, SMR, a private company owned by Susanne M. Robertson, one of our directors and wife of John G. Robertson, receives $2,500 per month for management services provided to us. This contract has been renewable annually after the initial term ended May 1, 1999. Accordingly, SMR incurred management fees of $30,000 in each of fiscal years 2005, 2004 and 2003.

A director's fee of $12,000 was paid to John G. Robertson, our President, during each of fiscal years 2005, 2004 and 2003.

We had related party advances outstanding of $164,267 at the April 2005 year-end, compared to $122,148 at the end of our previous fiscal year. These were unsecured, non-interest bearing and with no fixed terms of repayment.

During the fiscal year ended April 30, 2005 there was no material direct or indirect interest by our directors and officers, any shareholder who beneficially owns more than 10% of our common shares, or any known associate or affiliate of these persons in any transactions or proposed transaction which has or would materially affect us.

At no time during the fiscal year ended April 30, 2005 has any director, senior officer, proposed nominee for election, nor any associate of such persons been indebted to us or our subsidiaries, other than routine indebtedness.

C. INTERESTS OF EXPERTS AND COUNSEL.

Not applicable.

ITEM 8. FINANCIAL INFORMATION

A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

See page F-1 to F-13 following Item 19.

Legal Proceedings

We are not a party to any material legal proceedings.

Dividend Distribution Policy

We have not paid any cash dividends to date and we do not intend to pay cash dividends in the foreseeable future.

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B. SIGNIFICANT CHANGES

None.

ITEM 9. THE OFFER AND LISTING

Not applicable, except for Item 9.A.4 and Item 9.C.

Our shares have traded on the Vancouver Stock Exchange (the "VSE") its successor, the Canadian Venture Exchange, and its successor the TSX Venture Exchange (“TSX”) (the principal non-United States trading market) since August, 1983. In addition, there has been a U.S. market in our shares on the NQB "Pink Sheets" for the past several years and more recently, on the OTC Bulletin Board. We are not specifically aware of prices and other trading details for any shares which have or may have traded on the "Pink Sheets". The ranges of the low and high sales prices for our shares traded on the TSX and OTC BB for the periods indicated are as follows:

		TSX Venture		OTC BB*

		High	Low	High	Low
		Cdn. $	Cdn. $	U.S. $	U.S. $
				High-Bid*	Low-Bid*
2003
	1 ^st Quarter ended July 31/02	0.13	0.04	0.085	0.07

	2 ^nd Quarter ended October 31/02	0.13	0.07	0.09	0.05

	3 ^rd Quarter ended January 31/03	0.12	0.06	0.075	0.05

	4 ^th Quarter ended April 30/03	0.08	0.05	0.065	0.04

2004
	1 ^st Quarter ended July 31/03	0.17	0.04	0.165	0.03

	2 ^nd Quarter ended October 31/03	0.40	0.15	0.27	0.07

	3 ^rd Quarter ended January 31/04	0.27	0.17	0.18	0.12

	4 ^th Quarter ended April 30/04	0.22	0.14	0.14	0.11

2005
	1 ^st Quarter ended July 31/04	0.265	0.13	0.14	0.06

	2 ^nd Quarter ended October 31/04	0.295	0.185	0.19	0.12

	3 ^rd Quarter ended January 31/05	1.01	0.185	1.06	0.15

	4 ^th Quarter ended April 30/05	0.80	0.34	0.60	0.26

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________
*Prices for the OTC BB are in US$

(Information provided by The Over The Counter Bulletin Board. The quotations reflect inter-dealer prices, without retail mark-up, markdown, or commission and may not represent actual transactions.)

The following table shows the high and low closing prices of our stock traded on the TSX and the OTC Bulletin Board during the most recent six months, for each month as follows:

	TSX Venture		OTC BB*
	High	Low	High	Low
	Cdn. $	Cdn. $	U.S. $	U.S. $
			High-Bid*	Low-Bid*
Month
March	0.68	0.41	0.525	0.33
April	0.435	0.34	0.335	0.26
May	0.43	0.355	0.33	0.26
June	0.405	0.355	0.32	0.265
July	0.50	0.37	0.401	0.28
August	0.49	0.375	0.361	0.30

* prices on the OTC BB are in U.S. dollars.

(Information provided by The Over The Counter Bulletin Board. The quotations reflect inter-dealer prices, without retail mark-up, markdown, or commission and may not represent actual transactions.)

ITEM 10. ADDITIONAL INFORMATION

A. SHARE CAPITAL

Not applicable.

B. MEMORANDUM AND ARTICLES OF ASSOCIATION

Our Memorandum and Articles are incorporated by reference to the information in our registration statement on Form 20-F filed with the Securities and Exchange Commission, in Washington, D.C. on June 15, 1994, to which our Articles of Incorporation and Memorandum were filed as exhibits.

C. MATERIAL CONTRACTS

On June 29, 2005, our subsidiary, REGI U.S., Inc. entered into an exclusive distributor agreement relating to fuel cell technology (the “Technology”) with Anuvu Incorporated (“Anuvu”). Reg Technologies, Inc., agrees to pay $200,000.00 as payment in full for the exclusive Canadian Distributorship for the Technology. REGI U.S. has an option to pay $300,000 for the exclusive European rights for the Technology, of which $150,000.00 is to be paid within 90 days from the date of the Agreement and the final payment of $150,000.00 is to be paid on or before November 30, 2005 REGI U.S. agrees to issue 200,000 of its treasury shares to Anuvu upon confirmation of acceptance of the European fuel cell technology patents. Anuvu will submit a patent application for Canada and Europe based on the current fuel cell technology claims set forth in claims of the U.S. Patents Pending held by Anuvu before the deadline date by the Patent Office. Patents will be owned by Anuvu and used exclusively in Europe by REGI U.S. during the term of the Agreement. REGI U.S. agrees to pay for the patent application costs and associated legal fees for Europe.

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Reg Technologies, Inc. and REGI agree to pay a 5% royalty of the adjusted gross sales relating to the Technology.

Anuvu agrees as follows:

to give REGI a right of first refusal to purchase Anuvu shares, in the event additional shares are to be issued or purchased, for a period of six months;
to build a working fuel cell model prototype for a vehicle for demonstration purposes in Canada and Europe on behalf of Reg Technologies, Inc. and REGI
to work on the Rand Cam™ projects as required by Reg Technologies, Inc. and REGI, under a contract basis;
to grant to REGI and Reg Technologies a right of first refusal to exclusively use, manufacture, develop, sell, market and distribute products based on new patents and applications for patents, improvements, technology, products, devices, know-how, inventions, ideas, methods, processes and concepts, which are owned or developed by Anuvu and are not included in the Distributorship Patents in consideration for 100,000 treasury shares of REGI.

Anuvu Fuel Cell Advantages:

Anuvu recently commenced building 1,100 fuel cell engines for an automotive customer.
The Anuvu fuel cell is Integration-Ready, complete fuel cell systems have been integrated into on-road vehicles, boats, off-road vehicles and extensively used in driving simulators.
Anuvu fuel cells exceed goals for DOE weight and volume for mobile applications
Improved stack efficiency and life by liquid cooling each cell for uniform temperature control.
Improved water management technology which allows operation over a broad range of gas and humidity conditions, greatly reducing the complexity and cost of gas humidification subsystems
Smaller, lighter, more robust and vibration tolerant
Carbon-based to reduce catalyst poisoning, increasing cell life
Lower cost with no precious metals, except a trace amount of platinum
Designed for high volume manufacturing and consistency of performance

D. EXCHANGE CONTROLS.

There are no governmental laws, decrees or regulations in Canada relating to restrictions on the export of capital affecting the remittance of interest, dividends or other payments to nonresident holders of the Registrant's shares. Any such remittances, however, are subject to withholding tax. See Item 7, "Taxation".

There are no limitations under the laws of Canada, the Province of British Columbia or in the charter or any other constituent documents of the Company on the right of foreigners to hold or vote our shares. However, under the provisions of the Investment Canada Act, when control of a Canadian business is acquired by a non-

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Canadian, the transaction may be reviewable in certain circumstances by Investment Canada, an agency of the federal government of Canada. Reviewable transactions are those in which a non-Canadian acquires the assets of a Canadian business or the voting shares of a Canadian corporation the value of which assets or shares exceeds $5 million (Canadian). Also, certain transactions are specifically exempted from review.

E TAXATION.

Withholding

Generally, cash dividends paid by Canadian corporations to nonresident shareholders are subject to a withholding tax of 25 percent. However, pursuant to Article X[2] of the Canada-United States tax treaty, dividends paid to a resident if a company of the United States are only subject to a 15 percent withholding tax. Further, if the United States resident owns 10 percent or more of the voting shares of the Canadian company paying the dividends, the withholding tax is reduced to 10 percent. In addition to dividend withholding, interest paid to United States residents is subject to a 15 percent withholding tax pursuant to Article XI[2] of the Canada-United States tax treaty.

Capital Gains

A nonresident purchaser who holds our shares as capital property will not be subject to tax on capital gains realized on the disposition of such shares unless such shares are "taxable Canadian property" within the meaning of the Income Tax Act (Canada) and no relief is afforded under any applicable tax treaty. Our shares would be taxable Canadian property of a nonresident purchaser if the nonresident purchaser used the shares in carrying on a business in Canada or if at any time during the five-year period immediately preceding the disposition not less than 25 percent of the issued shares of any class of the Company belonged to the particular purchaser, persons with whom the purchaser did not deal at arm's length or any combination thereof.

Holders of our Common Shares should seek independent advice from their own professional tax advisors with respect to the Canadian Income Tax consequences arising from the holding of our Common Shares.

F. DIVIDENDS AND PAYING AGENTS

Not applicable.

G. STATEMENT BY EXPERTS.

Not applicable.

H. DOCUMENTS ON DISPLAY.

We filed a registration statement on Form 20-F filed the Securities and Exchange Commission in Washington, D.C. (Registration No. 000-30084) on June 15, 1994, which became effective August 15, 1994. The Registration Statement contains exhibits and schedules. Any statement in this annual report about any of our contracts or other documents is not necessarily complete. If the contract or document is filed as an exhibit to the Registration Statement, the contract or document is deemed to modify the description contained in this annual report. You must review the exhibits themselves for a complete description of the contract or documents.

You may inspect and copy our registration statements, including their exhibits and schedules, and the reports and other information we file with the Securities and Exchange Commission in accordance with the Exchange Act at the public reference facilities maintained by the Securities and Exchange Commission at Judiciary Plaza, 450 Fifth Street, Room 1024, N.W., Washington, D.C. 20549 and at the regional offices of the Securities and Exchange Commission located at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois

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60661. You may also inspect the registration statements, including their exhibits and schedules, at the office of the New York Stock Exchange, Wall Street, New York, New York 10005. Copies of such material may also be obtained from the Public Reference Section of the Securities and Exchange Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. You may obtain information regarding the Washington D.C. Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330 or by contacting the Securities and Exchange Commission over the Internet at its website at http://www.sec.gov.

I. SUBSIDIARY INFORMATION.

REGI U.S., Inc. ("REGI U.S.") is a 15.0% owned U.S. subsidiary of Rand Energy Group Inc. which is in turn controlled through 51% ownership by us. REGI trades its shares on the OTC BB under the symbol RGUS. Refer to Exhibit 3 outlining our subsidiary structure.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity”. SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). The requirements of SFAS No. 150 apply to issuers’ classification and measurement of freestanding financial instruments, including those that comprise more than one option or forward contract. SFAS No. 150 does not apply to features that are embedded in a financial instrument that is not a derivative in its entirety. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003, except for mandatorily redeemable financial instruments of nonpublic entities. It is to be implemented by reporting the cumulative effect of a change in an accounting principle for financial instruments created before the issuance date of SFAS No. 150 and still existing at the beginning of the interim period of adoption. Restatement is not permitted. The adoption of this standard did not have a material effect on the Company’ s results of operations or financial position.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELIQUENCIES

None.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS.

A. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS

None.

B. USE OF PROCEEDS.

Not applicable

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ITEM 15. CONTROLS AND PROCEDURES

Based upon the evaluation of the effectiveness of the disclosure controls and procedures as of the end of the period covered by this annual report, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, the disclosure controls and procedures were effective to ensure that material information relating to the Registrant was made known to others within the company particularly during the period in which this annual report and accounts were being prepared, and such controls and procedures were effective to ensure that information required to be disclosed by the Registrant in the reports that it files or submits under regulatory rules and securities laws is recorded, processed, summarized and reported, within the time periods specified. Management of the Registrant recognizes that any controls and procedures can only provide reasonable assurance, and not absolute assurance, of achieving the desired control objectives, and management necessarily was required to apply its judgement in evaluating the cost-benefit relationship of possible controls and procedures.

Changes in Internal Controls over Financial Reporting.

There were no changes in the Registrant's internal controls over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

ITEM 16. [RESERVED]

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

At the time of filing this report, we have determined that John Robertson serves as the audit committee financial expert.

ITEM 16B. CODE OF ETHICS

We have not adopted a formal written code of ethics given our relatively small size, whereby we had no employees in 2005.

Directors are subject to the laws of the Province of British Columbia, Canada, whereby they are required to act honestly, in good faith and in the best interests of the Company.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table discloses accounting fees and services of the Registrant:

(Stated in terms of Canadian dollars)

Type of Services Rendered	2005 Fiscal Year (CAD$)	2004 Fiscal Year (CAD$)



(a) Audit Fees	19,720	18,650

(b) Audit-Related Fees	-	-

(c) Tax Fees	2,000	2,000

(d) All Other Fees	-	-

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ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

No disclosure required.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

No disclosure required.

PART III

ITEM 17. FINANCIAL STATEMENTS

We have elected to provide financial statements pursuant to Item 17.

Reference is made to Item 19 for a list of all financial statements filed as part of this annual report.

Our consolidated financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP). See Note 11 to the consolidated financial statements for a reconciliation to U.S. GAAP. The consolidated financial statements as required under Item 17 are included immediately following the text of this Report.

ITEM 18. FINANCIAL STATEMENTS

We have elected to provide financial statements pursuant to Item 17.

ITEM 19. EXHIBITS

(a) The following consolidated financial statements, together with the report of Manning, Elliott, on the annual financial statements referred to below, are filed as part of this annual report, and are included immediately following the text of this 20-F:

Index to Consolidated Financial Statements
Independent Auditors’ Report
Consolidated Balance Sheets
Consolidated Statements of Loss and Deficit
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements

(b) Documents filed as exhibits to this annual report:

Number	Description

1.1	Articles of Incorporation with Bylaws dated October 6, 1982	(1)
1.2	Certificate of Name Change and Special Resolution dated February 23, 1993	(1)
1.3	Memorandum and articles of incorporation amended effective April 5, 2005	(9)

- 35 -

2.1	Special rights and restrictions attaching to the Common Shares without par value and the Class A non-voting shares without par value. Special resolution dated November 25, 1985	(1)
4. (a) 1	Contract among the Company, Rand Technologies Corp. and Rand Energy Group Inc. regarding formation of Rand Energy Group Inc. and arrangement of various inter- related matters, dated March 28, 1990	(1)


4. (a) 2	Energy Group Acquisition Agreement among the Company, Rand Cam-Engine Corporation, James L. McCann and Rand Energy Group Inc. regarding acquisition of technology, and rights to the Rand Cam-Engine, dated March 28, 1990	(1)



4. (a) 3	Contract among the Company, Rand Cam-Engine Corporation Rand Energy Group Inc. and James L. McCann regarding arrangement of various inter- related matters concerning issuance of shares, payments, royalties, etc., dated July 30, 1992	(1)



4. (a) 4	Agreement with Center for Industrial Research Applications (CIRA) regarding Year 2: Engine Refinement and Testing on the Rand-Cam Engine	(1)

4. (a) 5	Research & Development Agreement Between Members of the Consortium of Reg Technologies Inc., Rand Energy Group Inc., Hercules Incorporated and The West Virginia University Research Corporation, dated May 10, 1994	(1)



4. (a) 6	Agreement dated October 31, 1995 between the Company and REGI U.S., Inc. regarding assignment of Machine Vision Technology agreement with Integral Vision Systems, Inc.	(2)



4. (a) 7	Cooperative Agreement between the Company and Global Aircraft Corporation regarding NASA General Aviation Propulsion Program	(3)


4. (a) 8	Agreement dated June 22, 1997 between John Weston and the Company regarding the acquisition of rights to Air/Vapour Flow Systems by the Company from Weston	(4)



4. (a) 9	Agreement dated September 23, 1997 between the Company, REGI U.S., Inc. and SMR Investments Ltd. regarding the assignment of the above agreement by the Company to REGI and SMR pending regulatory approval of the original agreement	(4)




4. (a) 10	Agreement dated December 31, 1997 between the Company REGI U.S., Inc. and SMR Investments Ltd. regarding the Canadian rights to the AVFS and repayment of advances to Weston by SMR	(4)



4. (a) 11	Joint Venture Agreement dated July 28, 1998 between REGI U.S., Inc and Trans Air Manufacturing Corporation regarding development and manufacturing of a prototype Bus Compressor	(4)



4. (a) 12	Agreement dated August 5, 1998 between the Company and T.W. Blasingame Company, Inc. (Blasingame) regarding the licensing of certain Rand Cam/Direct Charge Engine manufacturing rights to Blasingame and licensing of certain rights to the "Vane Restraint Mechanism" by Blasingame to the Company	(5)




4. (a) 13	Cooperative and Licensing Agreement dated December 14, 1998 between the Company, REGI U.S., Inc. Rand Energy Group, Inc. USA and Global Aircraft Corporation regarding the NASA SBIR Phase I Contract for development of the Rand-Cam Diesel Aircraft Engine	(5)

- 36 -

4. (a) 14	Agreement made as of October 27, 2000 with GHM Inc. regarding 50% interest in the rights to the hydrogen separator technology	(7)
4. (a) 15	Agreement between Radian, Inc., Reg Technologies Inc., REGI U.S., Inc. and Rand Energy Group Inc. made as of April 24, 2002	(8)
4. (a) 16	Agreement between REGI and Advanced Ceramics Research dated March 20, 2002	(8)
4. (a) 17	Agreement between REGI U.S, Inc. and Reg Technologies Inc. and Anuvu Incorporation dated June 29, 2005	(9)
4. (b) 1	Management Agreement between the Company and SMR Investments Ltd., dated April 2, 1993	(1)
4. (b) 2	Agreement between Brian Cherry, Sky Technologies, Inc. and Rand Energy Group Inc., regarding U.S. rights to the Rand Cam/Direct Charge Engine dated August 20, 1993	(1)
4. (b) 3	Employment Agreement between Sky Technologies, Inc. and Patrick Badgley dated February 9, 1994	(1)
4. (b) 4	Management Agreement between Sky Technologies, Inc. and Access Information Services, Inc., dated April 1, 1994	(1)
4. (b) 5	Agreement between the Company and Rand Energy Group Inc. granting the Company rights to negotiate and sell licenses and marketing rights for the Rand Cam Engine, dated February 27, 1992	(1)


4. (b) 6	Management Agreement dated May 1, 1996 between the Company and SMR Investments Ltd.	(3)
4. (b) 6		(3)
8.1	List of Parent and Subsidiaries of the Company	(9)
12.1	Certification pursuant to Title 18, United States Code, Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (John G. Robertson)	(9)
12.2	Certification pursuant to Title 18, United States Code, Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (James Vandeberg)	(9)
12.2		(9)
13.1	Certification pursuant to Title 18, United States Code, Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (John G. Robertson)	(9)
13.2	Certification pursuant to Title 18, United States Code, Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of (James Vandeberg)	(9)

(1)	incorporated by reference to the Registrant’s Registration Statement on Form 20-F filed on June 15, 1994 with the US Securities and Exchange Commission
(2)	incorporated by reference to the Registrant’s Annual Report on Form 20-F for the fiscal year ended April 30, 1996
(3)	incorporated by reference to the Registrant’s Annual Report on Form 20-F for the fiscal year ended April 30, 1997

- 37 -

(4)	incorporated by reference to the Registrant’s Annual Report on Form 20-F for the fiscal year ended April 30, 1998
(5)	incorporated by reference to the Registrant’s Annual Report on Form 20-F for the fiscal year ended April 30, 1999
(6)	incorporated by reference to the Registrant’s Annual Report on Form 20-F for the fiscal year ended April 30, 2000
(7)	incorporated by reference to the Registrant’s Annual Report on Form 20-F for the fiscal year ended April 30, 2001
(8)	incorporated by reference to the Registrant’s Annual Report on Form 20-F for the fiscal year ended April 30, 2002
(9)	Exhibits filed herewith.

- 38 -

SIGNATURE PAGE

The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this transitional report on its behalf.

REG TECHNOLOGIES INC.
REGISTRANT

Dated: October 31, 2005	By:	/s/ John G. Robertson
		John G. Robertson
		President/Secretary/Director

- 39 -

Reg Technologies Inc.

Consolidated Financial Statements

For the Years Ended

April 30, 2005 and 2004

Auditors’ Report

To the Shareholders of
Reg Technologies Inc.

We have audited the consolidated balance sheets of Reg Technologies Inc. as at April 30, 2005 and 2004, and the consolidated statements of loss and deficit and cash flows for the years ended April 30, 2005, 2004 and 2003. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards used in Canada. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation.

In our opinion, these consolidated financial statements present fairly, in all material respects the financial position of the Company as at April 30, 2005 and 2004, and the results of its operations and the changes in its cash flows for the years ended April 30, 2005, 2004 and 2003, in accordance with generally accepted accounting principles used in Canada.

/s/ “Manning Elliott”

CHARTERED ACCOUNTANTS

Vancouver, B.C.

August 19, 2005

Comments by Auditors for
U.S. Readers on Canada - U.S. Reporting Conflict

We also conducted our audit in accordance with the Standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by significant uncertainties and contingencies such as those referred to in Note 1 to these financial statements. Our report to the shareholders dated August 19, 2005 is expressed in accordance with Canadian reporting standards, which do not permit a reference to such uncertainties in the auditors’ report when the uncertainties are adequately disclosed in the financial statements.

/s/ “Manning Elliott”

CHARTERED ACCOUNTANTS

Vancouver, B.C.

August 19, 2005

Reg Technologies Inc.
Consolidated Balance Sheets
As at April 30, 2005 and 2004
(Expressed in Canadian dollars)

	2005		2004
	$		$

Assets

Current Assets

Cash	166,734		6,589
Amounts receivable	3,188		6,469
Prepaid expenses	21,664		–

	191,586		13,058

Intangible Assets [Note 3]	1		697,858

Deferred Development Costs	–		8,314,164

	191,587		9,025,080

Liabilities

Current Liabilities

Accounts payable and accrued liabilities	135,505		146,066
Due to related parties [Note 8]	164,267		122,148
	299,772		268,214

Non-controlling Interest [Note 6]	–		3,140,445

	299,772		3,408,659

Commitments [Note 9]
Subsequent Events [Note 10]

Shareholders’ Equity (Deficiency)

Share Capital [Note 4]	11,038,596		11,011,046

Contributed Surplus	236,977		45,310

Donated Capital [Note 8[c]]	757,740		545,410

Deferred Compensation	(16,985	)	(64,558	)

Foreign Currency Translation Adjustments [Note 2]	(838,771	)	(266,527	)

Deficit	(11,285,742	)	(5,654,260	)

	(108,185	)	5,616,421

	191,587		9,025,080

Approved on behalf of the Board	“John G. Robertson”		“Jennifer Lorette”
	John G. Robertson, Director		Jennifer Lorette, Director

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

Reg Technologies Inc.
Consolidated Statements of Operations and Deficit
For the Years Ended April 30, 2005, 2004 and 2003
(Expressed in Canadian dollars)

	2005		2004		2003
	$		$		$
Revenue	–		–		–
Operating Expenses
Foreign exchange	8,229		5,313		(6,509	)
General and administrative ⁽¹⁾	862,414		896,848		497,189
Impairment loss on development costs	8,545,324		–		–
Impairment loss on intangible assets (Note 3)	221,830		–		–
Mineral property maintenance costs	18,588		5,908		5,908
	9,656,385		908,069		496,588
Net Loss Before Other Income (Expense)	(9,656,385	)	(908,069	)	(496,588	)
Other Income (Expense)
Gain (loss) on accounts payable written-off	(41	)	20,694		1,490
Gain (loss) on sale of subsidiary’s shares	345,124		128,166		(664	)
Gain (loss) on issue by subsidiary of its own shares outside
the consolidated group [Note 6[a]]	383,130		472,872		(215,878	)
Interest income	8,130		33		30
Non-controlling interest [Note 6[b]]	3,288,560		307,440		376,743
Net Income (Loss) for the Year	(5,631,482	)	21,136		(334,867	)
Deficit - Beginning of Year	(5,654,260	)	(5,675,396	)	(5,340,529	)
Deficit - End of Year	(11,285,742	)	(5,654,260	)	(5,675,396	)


Basic and Diluted Earnings (Loss) Per Share	(0.25	)	–		(0.02	)

Weighted Average Number of Shares Outstanding	22,178,000		20,317,000		17,078,000

⁽¹⁾ Stock-based compensation is included in the following:
General and administrative	91,295		142,530		–
Impairment loss on development costs	13,967		–		–
	105,262		142,530		–

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

Reg Technologies Inc.
Consolidated Statements of Cash Flows
For the Years Ended April 30, 2005, 2004 and 2003
(Expressed in Canadian dollars)

	2005		2004		2003
	$		$		$

Operating Activities

Net income (loss) for the year	(5,631,482	)	21,136		(334,867	)

Items not involving cash

Amortization of deferred compensation and other	105,262		142,530		25,619
stock-based compensation
Non-controlling interest	(3,288,560	)	(307,440	)	(376,743	)
Loss (gain) on issue by subsidiary of its own shares	(383,130	)	(472,872	)	215,878
Loss (gain) on accounts payable written off	41		(20,694	)	(1,490	)
Impairment loss on intangible assets	221,830		–		–
Impairment loss on development costs	8,531,357		–		–
Donated services	190,455		282,114		288,469
Loss (gain) on sale of subsidiary’s shares	(345,124	)	(128,166	)	664

Changes in non-cash working capital items

Amounts receivable	3,281		2,012		17,445
Prepaid expenses	(21,664	)	(38,185	)	–
Accounts payable and accrued liabilities	(10,561	)	(47,007	)	(32,820	)

Net Cash Used In Operating Activities	(628,295	)	(566,572	)	(197,845	)

Financing Activities

Shares issued	73,478		175,000		–
Subscriptions received	–		–		41,723
Advances from related parties	86,442		328,430		140,729
Repayments to related parties	(60,041	)	–		–
Proceeds on sale of marketable securities	–		–		3,129
Proceeds on subsidiary’s shares issued	422,269		142,400		–
Proceeds on sale of subsidiary’s shares	450,536		–		–

	972,684		645,830		185,581

Investing Activities

Development costs	(139,723	)	(149,274	)	(64,284	)
Patent protection costs	(29,008	)	(3,501	)	(2,475	)

	(168,731	)	(152,775	)	(66,759	)

Effect of Exchange Rate Changes on Cash	(15,513	)	86,224		84,322

Increase in Cash and Cash Equivalents	160,145		12,707		5,299

Cash and Cash Equivalents - Beginning of Year	6,589		(6,118	)	(11,417	)

Cash and Cash Equivalents - End of Year	166,734		6,589		(6,118	)

Non-cash Investing and Financing Activities

Shares issued to settle debt	–		395,682		442,615
Shares of subsidiary issued for services	31,618		123,593		25,619
Shares of subsidiary issued for convertible debenture	–		–		7,475

Supplemental Disclosures

Interest paid	–		–		–
Income tax paid	–		–		–

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

Reg Technologies Inc.
Notes to the Consolidated Financial Statements
For the Years Ended April 30, 2005 and 2004
(Expressed in Canadian dollars)

1.	Nature of Operations and Continuance of Business

	The Company is in the business of developing and commercially exploiting an improved axial vane type rotary engine known as the Rand Cam™/Direct Charge Engine and other RandCam™ applications, such as compressors and pumps (the “Technology”). The worldwide marketing and intellectual rights, other than the U.S., are held by the Company, which owns over 6.9 million shares of REGI U.S., Inc. (a U.S. public company). REGI U.S., Inc. owns the U.S. marketing and intellectual rights. Rand Energy Group Inc. and REGI U.S., Inc. have a project cost sharing agreement whereby these companies each fund 50% of the development of the Technology. In November 2004, the Company acquired from Rand Energy Group Inc. the 100% interest in the rights, title and interest in and to the Technology, including all pending and future patent applications in respect of the Technology for all countries except the United States of America, for consideration of $50,000 per year or 5% of net profit, whichever is greater, with payment commencing on November 22, 2005 until the patents expire on the Technology. As at April 30, 2005, Rand Energy Group Inc. owes Reg Technologies $2,809,664 which will be fully repaid prior to royalty obligations due and prior to dividends being paid to the owners of Rand Energy Group Inc.

	The Company is still in the development stage. These financial statements have been prepared on the basis of a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated any revenues from the sale or licensing of the Technology or related applications or achieved operational profitability since inception. The Company’s activities are in the development stage and additional costs for the further advancement and application diversification of the Technology must be incurred. There is substantial doubt as to the Company’s ability to generate revenues and to continue as a going concern. The continuation of the Company as a going concern is dependent on its ability to obtain financing and/or the attainment of revenues and profitable operations.

	The Company’s direct investment in REGI U.S., Inc., together with its ownership in Rand Energy Group Inc., gives it control over 6,902,000 shares of REGI U.S., Inc., which shares had a value of approximately US$4,348,000 as of August 18, 2005. The Company can sell, through a registered broker, up to 224,000 shares of REGI U.S., Inc., being 1% of the issued shares, during any 90-day period.

2.	Significant Accounting Policies

	[a]	Basis of accounting and principles of consolidation

		These consolidated financial statements are prepared using Canadian generally accepted accounting principles and are presented in Canadian dollars. See Note 11 regarding adjustments to reconcile to U.S. generally accepted accounting principles.

		These financial statements include the accounts of the Company and its 51% owned subsidiary, Rand Energy Group Inc., which owns a 15% interest in REGI U.S., Inc., a U.S. public company listed on the OTC Bulletin Board in the United States. REGI U.S., Inc. continues to be considered a controlled subsidiary for consolidation purposes by way of control through irrevocable voting trusts with other affiliated companies giving the Company the ability to control 60% of the voting shares of REGI U.S., Inc. All inter-company accounts and transactions have been eliminated.

	[b]	Use of estimates

		The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, particularly the recoverability of capital assets and goodwill, and recording of 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 the estimates.

Reg Technologies Inc.
Notes to the Consolidated Financial Statements
For the Years Ended April 30, 2005 and 2004
(Expressed in Canadian dollars)

2.	Significant Accounting Policies (continued)

	[c]	Cash and cash equivalents

		The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

	[d]	Intangible assets

		The Company accounts for goodwill and intangible assets in accordance with CICA 3062, “Goodwill and Other Intangible Assets”. Intangible assets with indefinite useful lives are not amortized, but instead tested for impairment at least annually by comparing the carrying value to the respective fair value. Intangible assets with estimated useful lives are amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment by assessing the recoverability of the carrying values. The estimated useful life of the technology and patent protection costs is 20 years.

	[e]	Development costs

		The Company accounts for development costs in accordance with CICA 3450, “Research and Development Costs”. Amortization of development costs deferred to future periods would commence with commercial production or use of the product and charged as an expense on a systematic and rational basis by reference to the sale or use of the products. Deferred development costs are reviewed annually to ensure the criteria, which previously justified the deferral of costs, is still being met. When the criteria for deferment continue to be met but the amount of deferred development costs that can reasonably regarded as assured for recovery through related future revenues, less relevant costs, is exceeded by the unamortized balance of such costs, the excess is written off as a charge to income of the period. As at April 30, 2005, the Company recognized an impairment loss of $8,545,324 on development costs due to the uncertainty about expected future cash flows from the Technology.

	[f]	Long-lived assets

		The Company monitors the recoverability of long-lived assets, based on factors such as current market value, future asset utilization, business climate and future undiscounted cash flows expected to result from the use of the related assets. The Company's policy is to record an impairment loss in the period when it is determined that the carrying amount of the assets may not be recoverable. The impairment loss is calculated as the amount by which the carrying amount of the assets exceeds the undiscounted estimate of future cash flows from the asset.

	[g]	Foreign currency translation

		[i]	Translation of foreign currency transactions and balances

			Revenue, expenses and non-monetary balance sheet items in foreign currencies are translated into Canadian dollars at the rate of exchange prevailing on the transaction dates. Monetary balance sheet items are translated at the rate prevailing at the balance sheet date. The resulting exchange gain or loss is included in operations.

		[ii]	Translation of foreign subsidiary balances

			Assets and liabilities of REGI U.S., Inc. are translated into Canadian dollars at the rates of exchange on the balance sheet date. The foreign subsidiary’s operating results are translated into Canadian dollars using the average exchange rate for the year with any translation gain or loss deferred and included as a separate component of shareholders’ equity.

			The accumulated foreign currency translation adjustments, totalling $838,771 to April 30, 2005, is a result of translating assets and liabilities at the rate of exchange on April 30, 2005 as compared to the exchange rate accumulated from the inception of REGI U.S., Inc.

Reg Technologies Inc.
Notes to the Consolidated Financial Statements
For the Years Ended April 30, 2005 and 2004
(Expressed in Canadian dollars)

2.	Significant Accounting Policies (continued)

	[h]	Financial instruments

		[i]	Fair values

			The carrying amounts of cash, amounts receivable, accounts payable and accrued liabilities, and due to related parties approximate their fair values due to their short-term maturity

		[ii]	Credit risk

			Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents. The Company limits its exposure to credit loss by placing its cash and cash equivalents with high quality financial institutions.

	[i]	Income taxes

		The Company follows the asset and liability method of accounting for income taxes. Future income tax assets and liabilities are determined based on temporary differences between the accounting and tax bases of existing assets and liabilities, and are measured using the tax rates expected to apply when these differences reverse. A valuation allowance is recorded against any future tax asset if it is more likely than not that the asset will not be realized.

	[j]	Share issue costs

		Costs of issuing shares are offset against the related share proceeds.

	[k]	Stock-based compensation plans

		During 2004, the Company adopted the fair value method to recognize options granted. Accordingly, all stock-based payments are measured at the fair value of the equity instruments issued on the date of grant using the Black-Scholes model and are recognized over the vesting period of instruments. The fair value of stock-based payments is periodically re-measured until counter-party performance is complete, and any changes are recognized over the remaining vesting period. The value of stock- based payments that are fully vested and non-forfeitable at the grant date is measured and recognized at the grant date.

	[l]	Loss per share

		Basic net earnings (loss) per share is computed using the weighted average number of common shares outstanding during the periods. The treasury stock method is used for the calculation of diluted net earnings (loss) per share. Stock options and warrants are dilutive when the average market price of the common shares during the period exceeds the exercise price of the options and warrants.

	[m]	Comparative figures

		Certain comparative figures have been reclassified to conform with the current year’s presentation.

Reg Technologies Inc.
Notes to the Consolidated Financial Statements
For the Years Ended April 30, 2005 and 2004
(Expressed in Canadian dollars)

3.	Intangible Assets

			April 30,	April 30,
			2005	2004
		Accumulated	Carrying	Carrying
	Cost	Amortization	Value	Value
	$	$	$	$

Goodwill	–	–	–	285,313
Mineral resource properties	1	–	1	1
Technology and patent protection costs	–	–	–	412,544

	–	–	1	697,858

	During the year, the Company recorded an impairment loss for the goodwill and the technology and patent protection costs of $221,830 due to the uncertainty about cash flows from the patented technology.

4.	Share Capital

	Authorized:

	50,000,000	Common shares without par value
	10,000,000	Preferred shares with a $1 par value, redeemable for common shares on the basis of 1 common share for 2 preferred shares
	5,000,000	Class A non-voting shares without par value. Special rights and restrictions apply.

			Value
Common shares issued:	#		$
Issued and outstanding as at April 30, 2003	17,078,371		10,467,921
Issued during the year
To settle related party debt	3,956,810		395,682
For cash pursuant to a private placement	1,000,000		150,000
For cash pursuant to the exercise of stock options	250,000		25,000
April 30, 2004	22,285,181		11,038,603
Less treasury stock owned	(183,711	)	(27,557	)
Issued and outstanding as at April 30, 2004	22,101,470		11,011,046
For cash pursuant to the exercise of stock options	62,500		9,750
For cash pursuant to the exercise of warrants	272,711		63,728
April 30, 2005	22,436,681		11,084,524
Less treasury stock owned	(183,711	)	(45,928	)
Issued and outstanding as at April 30, 2005	22,252,970		11,038,596

	[a]	Escrowed shares

		93,750 shares are held in escrow, the release of which is subject to the direction and determination of regulatory authorities.

	[b]	Debt settlement

		On June 4, 2003, the Company issued 3,956,810 common shares at a fair value of $0.10 per share to settle related party debt in the amount of $395,682.

4.	Share Capital (continued)

	[c]	Private placement

Reg Technologies Inc.
Notes to the Consolidated Financial Statements
For the Years Ended April 30, 2005 and 2004
(Expressed in Canadian dollars)

		The Company issued 1,000,000 units at $0.15 per unit and raised $150,000 in October, 2003. Each unit contained one common share and one warrant to acquire one additional share at $0.20 for a one year period expiring September 22, 2004 and $0.25 during the second year expiring September 22, 2005.

	[d]	Treasury shares

		The Company’s subsidiary, Rand Energy Group Inc. (“Rand”), purchased 183,711 units of the private placement discussed in [c] above for $27,557. In addition, Rand exercised its warrants and received 183,711 shares for $45,927 in December, 2004. At April 30, 2005 a total of 367,422 treasury shares were owned by Rand.

	[e]	Stock options

		The Company has implemented a stock option plan (the "Plan") to be administered by the Board of Directors. Pursuant to the Plan the Board of Director’s has discretion to grant options for up to a maximum of 10% of the issued and outstanding common shares of the Company at the date the options are granted. The option price under each option shall be not less than the discounted market price on the grant date. The expiry date of an option shall be set by the Board of Directors at the time the option is awarded, and shall not be more than five years after the grant date. No more than 25% of an option may be exercised during any 90-day period during the term of the option; and each optionee is restricted from selling more than 25% of the shares that may be acquired upon exercise of an option during any 90-day period. Options granted to consultants engaged in investor relations activities will vest in stages over a minimum period of 12 months with no more than one-quarter of the options vesting in any three-month period.

		The following table summarizes activity under the Plan for the years April 30, 2005 and 2004:

			Weighted
			average
			exercise
	Number		price
	of shares		$

Outstanding, April 30, 2003	1,325,000		0.10
Granted	775,000		0.22
Exercised	(250,000	)	0.10
Expired	(600,000	)	0.15

Outstanding, April 30, 2004	1,250,000		0.15
Exercised	(62,500	)	0.16

Outstanding and exercisable, April 30, 2005	1,187,500		0.15

Reg Technologies Inc.
Notes to the Consolidated Financial Statements
For the Years Ended April 30, 2005 and 2004
(Expressed in Canadian dollars)

4.	Share Capital (continued)

	[e]	Stock options

		Additional information regarding options outstanding at April 30, 2005 is as follows:

	Outstanding			Exercisable
		Weighted	Weighted		Weighted
		average	average		Average
		remaining	exercise		Exercise
Exercise price	Number of	contractual	price	Number of	Price
$	shares	life (years)	$	Shares	$

0.10	750,000	0.5	0.10	750,000	0.10
0.30	162,500	3.4	0.30	162,500	0.30
0.19	250,000	3.8	0.19	250,000	0.19
0.14	25,000	3.9	0.14	25,000	0.14

	1,187,500	1.6	0.15	1,187,500	0.15

In 2004, 775,000 stock options were granted with fair values ranging from $0.01 to $0.13 per option and $18,938 was recorded as stock-based compensation, with $26,372 recorded as deferred compensation and expensed in 2005. The fair value of each option granted was estimated on the grant date using the Black-Scholes option pricing model with the following assumptions:

	Interest rate	3.12%-4.02%
	Expected life (in years)	5
	Expected volatility .	35%
	Expected dividend yield	0%

	[f]	Share purchase warrants

		The following table summarizes the continuity of the Company’s warrants:

			Weighted
			average
			exercise
	Number		price
	of shares		$

Outstanding, April 30, 2003	–		–
Issued with private placement (Note 4(c))	1,000,000		0.20

Outstanding, April 30, 2004	1,000,000		0.20
Exercised	(272,711	)	0.23

Outstanding, April 30, 2005	727,289		0.25

The 727,289 warrants outstanding at April 30, 2005 entitle the holder to purchase one common share each at $0.25 per share expiring September 22, 2005.

Subsequent to year-end, 85,343 warrants were exercised, see Note 10[d].

Reg Technologies Inc.
Notes to the Consolidated Financial Statements
For the Years Ended April 30, 2005 and 2004
(Expressed in Canadian dollars)

5.	Share Capital Activity of REGI U.S., Inc.

		Value
Common shares issued:	#	US$

April 30, 2003	17,687,935	5,102,299

Stock issued for cash-private placement	173,120	25,968
Stock issued for services	400,000	92,000
Stock issued to settle debt	3,320,000	166,000
Stock issued for cash pursuant to:
Options exercised	100,000	20,000
Warrants exercised	550,000	86,000

April 30, 2004	22,231,055	5,492,267

Stock issued for services	150,000	24,000
Stock issued for cash pursuant to:
Options exercised	133,750	29,750
Warrants exercised	173,120	34,624
Warrants exercised	1,032,800	258,200

April 30, 2005	23,720,725	5,838,841

	[a]	3,320,000 shares, having an approximate undiscounted fair market value as at August 18, 2005 of US$2,091,600, were owned by the Company as at April 30, 2005.

	[b]	Approximately 3,500,000 shares, having an approximate undiscounted fair market value as at August 18, 2005 of US$2,205,000, were owned by Rand Energy Group Inc. as at April 30, 2005. The Company owns 51% of Rand Energy Group Inc.

	[c]	A total of 1,612,750 shares are reserved for the exercise of stock options, exercisable at a weighted average price of US$0.26 per share with a weighted average remaining life of 2.25 years.

	[d]	Private Placement

		On December 24, 2004, REGI U.S., Inc. closed a private placement offering for 1,032,800 units at a purchase price of US$0.25 per unit for total cash proceeds of US$258,200. Each unit consisted of one common share of REGI U.S., Inc. and one-half non-transferable share purchase warrant. Each two one-half warrants may be exercised within one year of the date of issuance to the purchaser at a price of US$0.35 per share.

	[e]	As at April 30, 2005, 516,400 share purchase warrants were outstanding. Each two one-half warrants may be exercised at a price of US$0.35 per share, expiring on December 24, 2005.

Reg Technologies Inc.
Notes to the Consolidated Financial Statements
For the Years Ended April 30, 2005 and 2004
(Expressed in Canadian dollars)

6.	Non-Monetary Transactions

	[a]	Gain on shares issued

		During 2005 and 2004, REGI U.S., Inc. issued shares outside the consolidated group. These issuances effectively reduced Rand Energy Group Inc.’s interest in REGI U.S., Inc., which resulted in a deemed gain (loss) on sale of subsidiary’s shares as follows:

	2005		2004
	$		$

Value received on issuance of shares	426,351		670,377
Less net book value of interest deemed sold	(43,221	)	(197,505	)

Monetary Gain (Loss)	383,130		472,872

[b]

Non-controlling interest

	2005		2004
	$		$
Non-controlling interest - beginning of year	3,140,445		3,020,985
Non-controlling interest - end of year	–		3,140,445
Increase (decrease) in non-controlling interest	(3,140,445	)	119,460
Components of the increase (decrease) in non-controlling interest:
[i] non-controlling interest in subsidiaries’ net results of operations	(3,288,560	)	(307,440	)
[ii] net book value of REGI U.S., Inc. deemed sold [Note 6[a]]	43,221		197,505
[iii] net book value of REGI U.S., Inc. shares sold	104,894		229,395
	(3,140,445	)	119,460

7.	Income Taxes

	The potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. As at April 30, 2005, the Company has non-capital losses carried forward totalling US$5,433,000 for U.S. tax purposes and $1,543,000 for Canadian tax purposes, which expire starting in 2013 and 2006, respectively. The Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

	A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the year ended April 30, 2005 and 2004 is as follows:

	Canada	United States
Statutory federal income tax rate	36%	35%
Effect of valuation allowance	(36%)	(35%)
Effective income tax rate	–	–

Reg Technologies Inc.
Notes to the Consolidated Financial Statements
For the Years Ended April 30, 2005 and 2004
(Expressed in Canadian dollars)

7.	Income Taxes (continued)

	The tax effect (computed by applying the federal statutory rates as stated above) of the significant temporary differences, which comprise future tax assets and liabilities, are as follows:

		2005			2004
Future income tax assets
Intangible assets	$	155,000		$	155,000
Property and equipment		69,000			70,000
Non-capital loss carry forwards		2,948,000			3,107,000
Total gross future income tax assets		3,172,000			3,332,000
Valuation allowance		(3,172,000	)		(3,332,000	)
Net future income tax asset	$	–		$	–

The Company and Rand Energy Group Inc. have combined Canadian income tax losses of approximately $1,543,000, which are available to reduce Canadian taxable income of future years. The losses expire as follows:

	$		$
2006	268,000	2010	190,000
2007	229,000	2014	145,000
2008	361,000	2015	212,000
2009	138,000

The Company’s U.S. subsidiary, REGI U.S., Inc., has U.S. income tax losses of US$5,433,000, which are available to reduce U.S. taxable income of future years. The losses expire as follows:

	US$		US$
2013	23,000	2020	429,000
2014	393,000	2021	518,000
2015	1,007,000	2022	153,000
2016	792,000	2023	17,000
2017	521,000	2024	258,000
2018	605,000	2025	300,000
2019	417,000

In assessing the realizability of future tax assets, management considers whether it is more likely than not that some portion of all of the future tax assets will not be realized. The ultimate realization of future tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of future tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. The amount of future tax asset considered realizable could change materially in the near term based on future taxable income during the carry forward period.

Reg Technologies Inc.
Notes to the Consolidated Financial Statements
For the Years Ended April 30, 2005 and 2004
(Expressed in Canadian dollars)

8.	Related Party Transactions

	[a]	The Company shares office space, staff and service providers with a number of private and public companies with several directors in common.

	[b]	The transactions are recorded at their exchange amounts, and the amounts owing to related companies, totalling $164,267 (2004 - $122,148) are unsecured, non-interest bearing and due on demand. These companies are related due to the President of the Company controlling or significantly influencing these related companies.

	[c]	The value of consulting services was contributed as donated capital, by officers and directors of REGI U.S., Inc. US$150,000 (2004 – US$150,000) was charged to operations and $Nil (2004 - US$60,000) was charged to deferred development costs.

	[d]	Administrative fees, public relations expenses, management fees and director’s fees were paid to the officers, directors and companies controlled by officers and directors totalling $119,696 for services rendered.

	[e]	On June 4, 2003, the Company issued 3,956,810 common shares at a fair value of $0.10 per share to settle related party debt in the amount of $395,682.

	The above noted transactions have been in the normal course of operations and, in management’s opinion, undertaken with the same terms and conditions as transactions with unrelated parties.

9.	Commitments

	[a]	In connection with the acquisition of Rand Energy Group Inc. the Company has the following royalty obligations:

		[i]	A participating royalty is to be paid to the inventor to a maximum amount of $10,000,000. The participating royalty is to be paid in minimum annual instalments of $50,000 per year beginning on the date the first revenues are derived from the license or sale of the patented technology and after shares are issued per above. As part of the minimum payment, the Company is to pay 5% of all net profits from sales, licenses, royalties or income derived from the patented technology.

		[ii]	Pursuant to a letter of understanding between the Company, REGI U.S., Inc. and REGI (collectively called the grantors) and West Virginia University Research Corporation (WVURC), the grantors have agreed that WVURC shall own 5% of all patented technology and will receive 5% of all net profits from sales, licenses, royalties or income derived from the patented technology.

		[iii]	1% net profit royalty will be payable to a director on all U.S. based sales.

	[b]	REGI U.S., Inc. is committed to fund 50% of the further development of the RC/DC Engine.

	[c]	On April 21, 2005, REGI U.S., Inc. entered into an agreement with a firm that will provide public relations and consulting services for US$5,000 per month.

10.	Subsequent Events

	[a]	In May 27, 2005, REGI U.S., Inc. granted 125,000 stock options to employees and officers, exercisable at US$0.45 per share, up to May 27, 2010.

	[b]	On June 7, 2005, REGI U.S., Inc. entered into a consulting agreement with a firm that will provide advisory and consulting services in consideration of US$15,000 or the issuance of 50,000 free trading common shares of REGI U.S., Inc.

Reg Technologies Inc.
Notes to the Consolidated Financial Statements
For the Years Ended April 30, 2005 and 2004
(Expressed in Canadian dollars)

10.	Subsequent Events (continued)

	[c]	On June 14, 2005, REGI U.S., Inc. entered into a consulting agreement (“the Consulting Agreement”) for the provision of public relations services, in consideration for US$350,000 worth of REGI U.S., Inc.’s common stock. Additionally, on June 14, 2005, REGI U.S., Inc. entered into an agreement with JGR Petroleum Inc. (“JGR”), a private company controlled by the President of the Company. Under the terms of the Agreement, JGR will provide the shares required under the Consulting Agreement.

		REGI U.S., Inc. will repay JGR from future financings on a non-interest bearing basis.

	[d]	On June 29, 2005, the Company issued 85,343 shares from exercise of warrants for proceeds of $21,336.

	[e]	REGI U.S., Inc. entered into a distributor agreement dated June 29, 2005 with Anuvu Incorporated for an option to acquire exclusive rights to distribute the Anuvu fuel cell technology in Canada and Europe. Subsequent to year-end, the Company has paid a total of US $200,000 for the rights in Canada. REGI U.S., Inc. must pay US$150,000 by September 27, 2005 and an additional US$150,000 by November 30, 2005 in exchange for these exclusive rights in Europe. REGI U.S., Inc. has also agreed to issue 200,000 shares of REGI U.S., Inc. to Anuvu upon confirmation of acceptance of the European fuel cell technology patents. Anuvu will receive a royalty of 5% of gross sales. REGI U.S., Inc. will receive 2 warrants of Anuvu’s common stock for every dollar paid for the distribution rights to a maximum of 1,000,000 warrants.

	[f]	REGI U.S., Inc. issued 43,750 shares upon the exercise of stock options for proceeds of US$10,000.

11.	Reconciliation of United States and Canadian Generally Accepted Accounting Principles (“US GAAP” and “Canadian GAAP”)

	The material differences between Canadian GAAP and US GAAP are as follows:

	[a]	Development costs

		Development costs, under Canadian GAAP, may be deferred, until the processes reach commercial production, at which time they are amortized on a systematic basis by reference to the sale or use of the processes, or until the project is sold or abandoned, at which time the costs are written-off.

		Under US GAAP, development costs must be expensed as incurred.

	[b]	Intangible assets

		Goodwill and the Technology are treated as intangible assets under Canadian GAAP. Under US GAAP, these relate to and thus, are treated as, research and development, which must be charged to operations as incurred.

	[c]	Non-controlling interest

		All development costs and intangible assets with the exception of $1 relating to mineral resource properties (see Note 3) defined under Canadian GAAP were written off during the year. Non- controlling interest was drawn down to zero at April 30, 2005.

	[d]	Stock-based compensation

		Under Canadian GAAP, stock-based compensation is recorded using the fair value method (see Note 2[k]). Under US GAAP, stock-based compensation needs to be recorded also for the differential between the market price of the shares and exercise price if the market price exceeds the exercise price when the stock options are granted.

Reg Technologies Inc.
Notes to the Consolidated Financial Statements
For the Years Ended April 30, 2005 and 2004
(Expressed in Canadian dollars)

11.	Reconciliation of United States and Canadian Generally Accepted Accounting Principles (“US GAAP” and “Canadian GAAP“ (continued)

	[e]	The net income (loss) for the year ended April 30, 2005, 2004 and 2003 and deficit accumulated during the development stage as determined under US GAAP is as follows:

	2005		2004		2003
	$		$		$
Net income (loss), as determined under
Canadian GAAP	(5,631,482	)	21,136		(334,867	)
Stock-based compensation	–		(3,500	)	–
Non-controlling interest	(4,519,197	)	(307,440	)	(376,743	)
Gain on sale of subsidiary’s shares	104,894		229,395		3,793
Gain on issue of subsidiary’s shares	43,221		197,505		691,587
Impairment loss on intangible assets	9,796,407		–		–
Development costs written-off	(191,535	)	(197,020	)	(47,639	)
Net income (loss), as determined under US
GAAP	(397,692	)	(59,924	)	(63,869	)
Deficit accumulated during the development
stage, as determined under US GAAP
- Beginning of year	(11,488,428	)	(11,428,504	)	(11,364,635	)
- End of year	(11,886,120	)	(11,488,428	)	(11,428,504	)

Loss per share, weighted average basis
(excluding escrowed shares)	(0.02	)	–		–

[g]

Material effects of the different generally accepted accounting principles on the Company's balance sheet as at April 30, 2005 and 2004 are as follows:

	2005		2004
	$		$
Deferred development costs, as determined in Canada	–		8,314,164
Deferred development costs, as determined in the U.S.	–		–
Increase to deficit as determined in the U.S.	–		8,314,164
Intangible assets and mineral resource properties, as determined
in Canada	1		697,858
Intangible assets and mineral resource properties, as determined
in the U.S.	1		197,825
Increase to deficit as determined in the U.S.	–		500,033
Non-controlling interest, as determined in Canada	–		(3,140,445	)
Non-controlling interest, as determined in the U.S.	–		–
Decrease to deficit as determined in the U.S.	–		(3,140,445	)
Stock based compensation, as determined in Canada	219,597		45,310
Stock based compensation, as determined in the U.S.	(219,597	)	(48,810	)
Increase (decrease) to deficit as determined in the U.S.	–		3,500
Deficit, as determined in Canada	11,285,742		5,654,260
Deficit, as determined in the U.S.	12,039,046		11,598,039
Net increase to deficit as determined in the U.S.	753,304		5,943,779

Articles

REG TECHNOLOGIES INC.
Name of Company (the "Company")

INCORPORATION NO.: BC0255438

Part 1 — Interpretation

Definitions

1.1 Without limiting Article 1.2, in these articles, unless the context requires otherwise:

"adjourned meeting" means the meeting to which a meeting is adjourned under Article 8.6 or 8.10;

"board" and "directors" mean the directors or sole director of the Company for the time being;

" Business Corporations Act " means the Business Corporations Act , S.B.C. 2002, c.57, and includes its regulations;

" Interpretation Act " means the Interpretation Act , R.S.B.C. 1996, c. 238;

"trustee" , in relation to a shareholder, means the personal or other legal representative of the shareholder, and includes a trustee in bankruptcy of the shareholder.

Business Corporations Act definitions apply

1.2 The definitions in the Business Corporations Act apply to these articles.

Interpretation Act applies

1.3 The Interpretation Act applies to the interpretation of these articles as if these articles were an enactment.

Conflict in definitions

1.4 If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act relating to a term used in these articles,

the definition in the Business Corporations Act will prevail in relation to the use of the term in these articles.

Conflict between articles and legislation

1.5 If there is a conflict between these articles and the Business Corporations Act , the Business Corporations Act will prevail.

Part 2 — Shares and Share Certificates

Form of share certificate

2.1 Each share certificate issued by the Company must comply with, and be signed as required by, the Business Corporations Act .

Right to share certificate

2.2 Each shareholder is entitled, without charge, to one certificate representing the share or shares of each class or series of shares held by the shareholder.

Sending of share certificate

2.3 Any share certificate to which a shareholder is entitled may be sent to the shareholder by mail and neither the Company nor any agent is liable for any loss to the shareholder because the certificate sent is lost in the mail or stolen.

Replacement of worn out or defaced certificate

2.4 If the directors are satisfied that a share certificate is worn out or defaced, they must, on production to them of the certificate and on such other terms, if any, as they think fit,

(a) order the certificate to be cancelled, and

(b) issue a replacement share certificate.

Replacement of lost, stolen or destroyed certificate

2.5 If a share certificate is lost, stolen or destroyed, a replacement share certificate must be issued to the person entitled to that certificate if the directors receive

(a) proof satisfactory to them that the certificate is lost, stolen or destroyed, and

(b) any indemnity the directors consider adequate.

Splitting share certificates

2.6 If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder's name 2 or more certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the certificate so surrendered, the Company must cancel the surrendered certificate and issue replacement share certificates in accordance with that request.

Part 3 — Issue of Shares

Directors authorized to issue shares

3.1 The directors may, subject to the rights of the holders of the issued shares of the Company, issue, allot, sell, grant options on or otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the issue prices that the directors, in their absolute discretion, may determine.

Company need not recognize unregistered interests

3.2 Except as required by law or these articles, the Company need not recognize or provide for any person's interests in or rights to a share unless that person is the shareholder of the share.

Part 4 — Share Transfers

Recording or registering transfer

4.1 A transfer of a share of the Company must not be recorded or registered

(a) unless a duly signed instrument of transfer in respect of the share has been received by the Company and the certificate representing the share to be transferred has been surrendered and cancelled, or

(b) if no certificate has been issued by the Company in respect of the share, unless a duly signed instrument of transfer in respect of the share has been received by the Company.

Form of instrument of transfer

4.2 The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company's share certificates or in any other form that may be approved by the directors from time to time.

Signing of instrument of transfer

4.3 If a shareholder, or his or her duly authorized attorney, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer, or, if no number is specified, all the shares represented by share certificates deposited with the instrument of transfer,

(a) in the name of the person named as transferee in that instrument of transfer, or

(b) if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the share certificate is deposited for the purpose of having the transfer registered.

Transfer fee

4.4 There must be paid to the Company, in relation to the registration of any transfer, the amount determined by the directors.

Part 5 — Purchase of Shares

Company authorized to purchase shares

5.1 Subject to the special rights and restrictions attached to any class or series of shares, the Company may, if it is authorized to do so by the directors, purchase or otherwise acquire any of its shares.

Part 6 — Borrowing Powers

Powers of directors

6.1 The directors may from time to time on behalf of the Company

(a) borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate,

(b) issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person,

(d) mortgage or charge, whether by way of specific or floating charge, or give other security on the whole or any part of the present and future undertaking of the Company.

Part 7 — General Meetings

Annual general meetings

7.1 Unless an annual general meeting is deferred or waived in accordance with section 182 (2) (a) or (c) of the Business Corporations Act , the Company must hold its first annual general meeting within 18 months after the date on which it was incorporated or otherwise recognized, and after that must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual general meeting.

When annual general meeting is deemed to have been held

7.2 If all of the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution under section 182 (2) (b) of the Business Corporations Act to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date selected, under section 182 (3) of the Business Corporations Act , in the unanimous resolution.

Calling of shareholder meetings

7.3 The directors may, whenever they think fit, call a meeting of shareholders.

Special business

7.4 If a general meeting is to consider special business within the meaning of Article 8.1, the notice of meeting must

(a) state the general nature of the special business, and

(b) if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any

document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by shareholders

(i) at the Company's records office, or at such other reasonably accessible location in British Columbia as is specified by the notice, and

(ii) during statutory business hours on any one or more specified days before the day set for the holding of the meeting.

Part 8 — Proceedings at Meetings of Shareholders

Special business

8.1 At a meeting of shareholders, the following business is special business:

(a) at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting;

(b) at an annual general meeting, all business is special business except for the following:

(i) business relating to the conduct of, or voting at, the meeting;

(ii) consideration of any financial statements of the Company presented to the meeting;

(iii) consideration of any reports of the directors or auditor;

(iv) the setting or changing of the number of directors;

(v) the election or appointment of directors;

(vi) the appointment of an auditor;

(vii) the setting of the remuneration of an auditor;

(viii) business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution.

Quorum

8.2 Subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is 2 persons who are, or who represent by proxy, shareholders who, in

the aggregate, hold at least 1/20 of the issued shares entitled to be voted at the meeting.

One shareholder may constitute quorum

8.3 If there is only one shareholder entitled to vote at a meeting of shareholders,

(a) the quorum is one person who is, or who represents by proxy, that shareholder, and

(b) that shareholder, present in person or by proxy, may constitute the meeting.

Other persons may attend

8.4 The directors, the president, if any, the secretary, if any, and any lawyer or auditor for the Company are entitled to attend any meeting of shareholders, but if any of those persons does attend a meeting of shareholders, that person is not to be counted in the quorum, and is not entitled to vote at the meeting, unless that person is a shareholder or proxy holder entitled to vote at the meeting.

Requirement of quorum

8.5 No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at the commencement of the meeting.

Lack of quorum

8.6 If, within 1/2 hour from the time set for the holding of a meeting of shareholders, a quorum is not present,

(a) in the case of a general meeting convened by requisition of shareholders, the meeting is dissolved, and

(b) in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place.

Lack of quorum at succeeding meeting

8.7 If, at the meeting to which the first meeting referred to in Article 8.6 was adjourned, a quorum is not present within 1/2 hour from the time set for the holding

of the meeting, the persons present and being, or representing by proxy, shareholders entitled to attend and vote at the meeting constitute a quorum.

Chair

8.8 The following individual is entitled to preside as chair at a meeting of shareholders:

(a) the chair of the board, if any;

(b) if the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any.

Alternate chair

8.9 If, at any meeting of shareholders, there is no chair of the board or president present within 15 minutes after the time set for holding the meeting, or if the chair of the board and the president are unwilling to act as chair of the meeting, or if the chair of the board and the president have advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, the directors present must choose one of their number to be chair of the meeting or if all of the directors present decline to take the chair or fail to so choose or if no director is present, the shareholders present in person or by proxy must choose any person present at the meeting to chair the meeting.

Adjournments

8.10 The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

Notice of adjourned meeting

8.11 It is not necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.

Motion need not be seconded

8.12 No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion.

Manner of taking a poll

8.13 Subject to Article 8.14, if a poll is duly demanded at a meeting of shareholders,

(a) the poll must be taken

(i) at the meeting, or within 7 days after the date of the meeting, as the chair of the meeting directs, and

(ii) in the manner, at the time and at the place that the chair of the meeting directs,

(b) the result of the poll is deemed to be a resolution of and passed at the meeting at which the poll is demanded, and

Demand for a poll on adjournment

8.14 A poll demanded at a meeting of shareholders on a question of adjournment must be taken immediately at the meeting.

Demand for a poll not to prevent continuation of meeting

8.15 The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so rules, prevent the continuation of a meeting for the transaction of any business other than the question on which a poll has been demanded.

Poll not available in respect of election of chair

8.16 No poll may be demanded in respect of the vote by which a chair of a meeting of shareholders is elected.

Casting of votes on poll

8.17 On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way.

Chair must resolve dispute

8.18 In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of the meeting must determine the same, and his or her determination made in good faith is final and conclusive.

Chair has no second vote

8.19 In case of an equality of votes, the chair of a meeting of shareholders does not, either on a show of hands or on a poll, have a casting or second vote in addition to the vote or votes to which the chair may be entitled as a shareholder.

Declaration of result

8.20 The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting.

Part 9 — Votes of Shareholders

Voting rights

9.1 Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint registered holders of shares under Article 9.3,

(a) on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote at the meeting has one vote, and

(b) on a poll, every shareholder entitled to vote has one vote in respect of each share held by that shareholder that carries the right to vote on that poll and may exercise that vote either in person or by proxy.

Trustee of shareholder may vote

9.2 A person who is not a shareholder may vote on a resolution at a meeting of shareholders, whether on a show of hands or on a poll, and may appoint a proxy holder to act at the meeting in relation to that resolution, if, before doing so, the person satisfies the chair of the meeting at which the resolution is to be considered, or the directors, that the person is a trustee for a shareholder who is entitled to vote on the resolution.

Votes by joint shareholders

9.3 If there are joint shareholders registered in respect of any share,

(a) any one of the joint shareholders may vote at any meeting, either personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it, or

(b) if more than one of the joint shareholders is present at any meeting, personally or by proxy, the joint shareholder present whose name stands first on the central securities register in respect of the share is alone entitled to vote in respect of that share.

Trustees as joint shareholders

9.4 Two or more trustees of a shareholder in whose sole name any share is registered are, for the purposes of Article 9.3, deemed to be joint shareholders.

Representative of a corporate shareholder

9.5 If a corporation that is not a subsidiary of the Company is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of the Company, and,

(a) for that purpose, the instrument appointing a representative must

(i) be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least 2 business days before the day set for the holding of the meeting, or

(ii) be provided, at the meeting, to the chair of the meeting, and

(b) if a representative is appointed under this Article,

(i) the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder, and

(ii) the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting.

Proxy provisions do not apply to all companies

9.6 Articles 9.7 to 9.13 do not apply to the Company if and for so long as it is a public company or a pre-existing reporting company.

Appointment of proxy holder

9.7 Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders of the Company may, by proxy, appoint a proxy holder to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy.

Alternate proxy holders

9.8 A shareholder may appoint one or more alternate proxy holders to act in the place of an absent proxy holder.

When proxy holder need not be shareholder

9.9 A person must not be appointed as a proxy holder unless the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if

(a) the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 9.5,

(b) the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting, or

(c) the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting.

Form of proxy

9.10 A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any other form approved by the directors or the chair of the meeting:

(Name of Company)

The undersigned, being a shareholder of the above named Company, hereby appoints ................................, or, failing that person, ................................, as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders to be held on the day of .......................,......... and at any adjournment of that meeting.

Signed this ............ day of .............., ...........

...................................................
Signature of shareholder

Provision of proxies

9.11 A proxy for a meeting of shareholders must

(a) be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice, or if no number of days is specified, 2 business days, before the day set for the holding of the meeting, or

(b) unless the notice provides otherwise, be provided, at the meeting, to the chair of the meeting.

Revocation of proxies

9.12 Subject to Article 9.13, every proxy may be revoked by an instrument in writing that is

(a) received at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used, or

(b) provided at the meeting to the chair of the meeting.

Revocation of proxies must be signed

9.13 An instrument referred to in Article 9.12 must be signed as follows:

(a) if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her trustee;

(b) if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under Article 9.5.

Validity of proxy votes

9.14 A vote given in accordance with the terms of a proxy is valid despite the death or incapacity of the shareholder giving the proxy and despite the revocation of the proxy or the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received

(a) at the registered office of the Company, at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used, or

(b) by the chair of the meeting, before the vote is taken.

Production of evidence of authority to vote

9.15 The chair of any meeting of shareholders may, but need not, inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence as to the existence of the authority to vote.

Part 10 — Election and Removal of Directors

Number of directors

10.1 The Company must have a board of directors consisting of

(a) subject to paragraph (b), the number of directors that is equal to the number of the Company's first directors, or

(b) the number of directors set by ordinary resolution of the shareholders.

Change in number of directors

10.2 If the number of directors is changed by the shareholders under Article 10.1 (b),

(a) the change is effective whether or not previous notice of the resolution was given, and

(b) the shareholders may elect, or appoint by ordinary resolution, the directors needed to fill any vacancies in the board of directors that result from that change.

Election of directors

10.3 At every annual general meeting,

(a) the shareholders entitled to vote at the annual general meeting for the election or appointment of directors must elect a board of directors consisting of the number of directors for the time being required under these articles, and

(b) all the directors cease to hold office immediately before the election or appointment of directors under paragraph (a), but are eligible for re-election or reappointment.

Failure to elect or appoint directors

10.4 If the Company fails to hold an annual general meeting in accordance with the Business Corporations Act or fails, at an annual general meeting, to elect or appoint any directors, the directors then in office continue to hold office until the earlier of

(a) the date on which the failure is remedied, and

(b) the date on which they otherwise cease to hold office under the Business Corporations Act or these articles.

Additional directors

10.5 Despite Articles 10.1 and 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article must not at any time exceed

(a) 1/3 of the number of first directors, if, at the time of the appointments, one or more of the first directors have not yet completed their first term of office, or

(b) in any other case, 1/3 of the number of the current directors who were elected or appointed as directors other than under this Article.

Directors' acts valid despite vacancy

10.6 An act or proceeding of the directors is not invalid merely because fewer than the number of directors required by Article 10.1 are in office.

Part 11 — Proceedings of Directors

Meetings of directors

11.1 The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the board held at regular intervals may be held at the place, at the time and on the notice, if any, that the board may by resolution from time to time determine.

Chair of meetings

11.2 Meetings of directors are to be chaired by

(a) the chair of the board, if any,

(b) in the absence of the chair of the board, the president, if any, if the president is a director, or

(i) neither the chair of the board nor the president, if a director, is present at the meeting within 15 minutes after the time set for holding the meeting,

(ii) neither the chair of the board nor the president, if a director, is willing to chair the meeting, or

(iii) the chair of the board and the president, if a director, have advised the secretary, if any, or any other director, that they will not be present at the meeting.

Voting at meetings

11.3 Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.

Who may call extraordinary meetings

11.4 A director may, and the secretary, if any, on request of a director must, call a meeting of the board at any time.

Notice of extraordinary meetings

11.5 Subject to Articles 11.6 and 11.7, if a meeting of the board is called under Article 11.4, reasonable notice of that meeting, specifying the place, date and time of that meeting, must be given to each of the directors

(a) by mail addressed to the director's address as it appears on the books of the Company or to any other address provided to the Company by the director for this purpose,

(b) by leaving it at the director's prescribed address or at any other address provided to the Company by the director for this purpose, or

(c) orally, by delivery of written notice or by telephone, voice mail, e-mail, fax or any other method of legibly transmitting messages.

When notice not required

11.6 It is not necessary to give notice of a meeting of the directors to a director if

(a) the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed or is the meeting of the directors at which that director is appointed, or

(b) the director has filed a waiver under Article 11.8.

Meeting valid despite failure to give notice

11.7 The accidental omission to give notice of any meeting of directors to any director, or the non-receipt of any notice by any director, does not invalidate any proceedings at that meeting.

Waiver of notice of meetings

11.8 Any director may file with the Company a document signed by the director waiving notice of any past, present or future meeting of the directors and may at any time withdraw that waiver with respect to meetings of the directors held after that withdrawal.

Effect of waiver

11.9 After a director files a waiver under Article 11.8 with respect to future meetings of the directors, and until that waiver is withdrawn, notice of any meeting of the

directors need not be given to that director unless the director otherwise requires in writing to the Company.

Quorum

11.10 The quorum necessary for the transaction of the business of the directors may be set by the directors and, if not so set, is a majority of the directors.

If only one director

11.11 If there is only one director, the quorum necessary for the transaction of the business of the directors is one director, and that director may constitute a meeting.

Part 12 — Committees of Directors

Appointment of committees

12.1 The directors may, by resolution,

(a) appoint one or more committees consisting of the director or directors that they consider appropriate,

(b) delegate to a committee appointed under paragraph (a) any of the directors' powers, except

(i) the power to fill vacancies in the board,

(ii) the power to change the membership of, or fill vacancies in, any committee of the board, and

(iii) the power to appoint or remove officers appointed by the board, and

Obligations of committee

12.2 Any committee formed under Article 12.1, in the exercise of the powers delegated to it, must

(a) conform to any rules that may from time to time be imposed on it by the directors, and

(b) report every act or thing done in exercise of those powers to the earliest meeting of the directors to be held after the act or thing has been done.

Powers of board

12.3 The board may, at any time,

(a) revoke the authority given to a committee, or override a decision made by a committee, except as to acts done before such revocation or overriding,

(b) terminate the appointment of, or change the membership of, a committee, and

Committee meetings

12.4 Subject to Article 12.2 (a),

(a) the members of a directors' committee may meet and adjourn as they think proper,

(b) a directors' committee may elect a chair of its meetings but, if no chair of the meeting is elected, or if at any meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting,

(d) questions arising at any meeting of a directors' committee are determined by a majority of votes of the members present, and in case of an equality of votes, the chair of the meeting has no second or casting vote.

Part 13 — Officers

Appointment of officers

13.1 The board may, from time to time, appoint a president, secretary or any other officers that it considers necessary, and none of the individuals appointed as officers need be a member of the board.

Functions, duties and powers of officers

13.2 The board may, for each officer,

(a) determine the functions and duties the officer is to perform,

(b) entrust to and confer on the officer any of the powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit, and

Remuneration

13.3 All appointments of officers are to be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits or otherwise) that the board thinks fit and are subject to termination at the pleasure of the board.

Part 14 — Disclosure of Interest of Directors

Other office of director

14.1 A director may hold any office or place of profit with the Company (other than the office of auditor of the Company) in addition to his or her office of director for the period and on the terms (as to remuneration or otherwise) that the directors may determine.

No disqualification

14.2 No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise.

Professional services by director or officer

14.3 Subject to compliance with the provisions of the Business Corporations Act , a director or officer of the Company, or any corporation or firm in which that individual has an interest, may act in a professional capacity for the Company, except as auditor of the Company, and the director or officer or such corporation or

firm is entitled to remuneration for professional services as if that individual were not a director or officer.

Accountability

14.4 A director or officer may be or become a director, officer or employee of, or may otherwise be or become interested in, any corporation, firm or entity in which the Company may be interested as a shareholder or otherwise, and, subject to compliance with the provisions of the Business Corporations Act , the director or officer is not accountable to the Company for any remuneration or other benefits received by him or her as director, officer or employee of, or from his or her interest in, such other corporation, firm or entity.

Part 15 — Indemnification

Indemnification of directors

15.1 The directors must cause the Company to indemnify its directors and former directors, and their respective heirs and personal or other legal representatives to the greatest extent permitted by Division 5 of Part 5 of the Business Corporations Act .

Deemed contract

15.2 Each director is deemed to have contracted with the Company on the terms of the indemnity referred to in Article 15.1.

Part 16 — Dividends

Declaration of dividends

16.1 Subject to the rights, if any, of shareholders holding shares with special rights as to dividends, the directors may from time to time declare and authorize payment of any dividends the directors consider appropriate.

No notice required

16.2 The directors need not give notice to any shareholder of any declaration under Article 16.1.

Directors may determine when dividend payable

16.3 Any dividend declared by the directors may be made payable on such date as is fixed by the directors.

Dividends to be paid in accordance with number of shares

16.4 Subject to the rights of shareholders, if any, holding shares with special rights as to dividends, all dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held.

Manner of paying dividend

16.5 A resolution declaring a dividend may direct payment of the dividend wholly or partly by the distribution of specific assets or of paid up shares or fractional shares, bonds, debentures or other debt obligations of the Company, or in any one or more of those ways, and, if any difficulty arises in regard to the distribution, the directors may settle the difficulty as they consider expedient, and, in particular, may set the value for distribution of specific assets.

Dividend bears no interest

16.6 No dividend bears interest against the Company.

Fractional dividends

16.7 If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be disregarded in making payment of the dividend and that payment represents full payment of the dividend.

Payment of dividends

16.8 Any dividend or other distribution payable in cash in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed

(a) subject to paragraphs (b) and (c), to the address of the shareholder,

(b) subject to paragraph (c), in the case of joint shareholders, to the address of the joint shareholder whose name stands first on the central securities register in respect of the shares, or

Receipt by joint shareholders

16.9 If several persons are joint shareholders of any share, any one of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.

Part 17 — Accounting Records

Recording of financial affairs

17.1 The board must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the provisions of the Business Corporations Act .

Part 18 — Execution of Instruments under Seal

Who may attest seal

18.1 The Company's seal, if any, must not be impressed on any record except when that impression is attested by the signature or signatures of

(a) any 2 directors,

(b) any officer, together with any director,

(d) any one or more directors or officers or persons as may be determined by resolution of the directors.

Sealing copies

18.2 For the purpose of certifying under seal a true copy of any resolution or other document, the seal must be impressed on that copy and, despite Article 18.1, may be attested by the signature of any director or officer.

Part 19 — Notices

Notice to joint shareholders

19.1 A notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing the notice to the joint shareholder whose name stands first on the central securities register in respect of the share.

Notice to trustees

19.2 If a person becomes entitled to a share as a result of the death, bankruptcy or incapacity of a shareholder, the Company may provide a notice, statement, report or other record to that person by

(a) mailing the record, addressed to that person

(i) by name, by the title of representative of the deceased or incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any similar description, and

(ii) at the address, if any, supplied to the Company for that purpose by the person claiming to be so entitled, or

(b) if an address referred to in paragraph (a) (ii) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.

Part 20 — Restriction on Share Transfer

Application

20.1 Article 20.2 does not apply to the Company if and for so long as it is a public company or a pre-existing reporting company.

Consent required for transfer

20.2 No shares may be sold, transferred or otherwise disposed of without the consent of the directors and the directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.

DISTRIBUTOR AGREEMENT

THIS AGREEMENT made as of the _____day of ___________, 2005.

BETWEEN:

REGI U.S., INC., an Oregon corporation,
Having an office at # 1103, 11871 Horseshoe Way,
Richmond, B.C. Canada V7A 5H5

(hereinafter referred to as "Distributor" )

OF THE FIRST PART

AND:

ANUVU INCORPORATED, a California corporation
Having an office at 3980 Research Drive
Sacramento, CA 95838

(hereinafter referred to as "Patent Holder" )

OF THE SECOND PART

WITNESSETH

WHEREAS:

	A.	PATENT HOLDER holds the sole and exclusive rights throughout the United States to the use of the Technology hereinafter described;

	B.	PATENT HOLDER is a provider of services, systems and equipment to or for the benefit of the “Patent Holder’s Fuel Cell Technology”;

	C.	DISTRIBUTOR has examined certain preliminary information of technical data provided to it by PATENT HOLDER concerning the Technology and wishes to obtain an exclusive distributorship for Canada and an option to purchase the same for Europe.

NOW THEREFORE in consideration of the premises and the mutual covenants, conditions and agreements hereinafter set out and other good and valuable consideration not recited herein, the parties hereto agree as follows:

Article I — Definitions

The following terms (except as otherwise expressly provided or unless, the context otherwise requires) for all purposes of this Agreement shall have the following respective meanings (it being understood that the terms defined in this Agreement shall include in the singular number the plural, and in the plural number the singular).

1.01 “ Affiliate ” shall mean any corporation or other entity which either directly or indirectly controls a party to this Agreement, is controlled by such party, or is under common control with such party. As used here, the term “control” means possession of the power to direct or cause the direction of the management and policies of a corporation or other entity, whether through the ownership of voting securities, by contract or otherwise.

1.02 “ Agreement ” shall mean this Agreement, including all exhibits and schedules annexed to this Agreement.

1.03 “ Distributorship Patents ” “Patents” means the Patents described in Schedule “A” hereto and all other patents and patent applications of all countries which contain claims covering one or more features

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of the Technology and which are based on Inventions conceived, acquired or reduced to practice by or on behalf of PATENT HOLDER and includes any and all renewals, divisions, continuations, continuations-in-part, reissues, extensions, additions, corresponding international patent applications, and any and all future patent applications, and any and all future patent applications on patents issues in respect thereof.

1.04 “ Products ” “Product” means any product, heretofore or hereafter existing, which utilizes, embodies or is based on the Patent Holder Fuel Cell Technology.

1.05 “ Territory ” shall mean Canada and Europe (Europe to be defined as the member nations of the European Union as of the date of this document).

1.06 “Invention ” means discoveries, concepts, and ideas, whether patentable or not, including but not limited to processes, methods, formulae and techniques as well as improvements thereto and extensions thereof.

1.07 “Know-how” includes all technical information, trade secrets, procedures, composition, processes, methods, practices, diagrams, drawings, specifications, blue-prints, plans, materials, documents, manuals and data relating to the design, manufacture, production, distribution and testing of a products or Invention.

1.08 “Party ” means each of DISTRIBUTOR and PATENT HOLDER, and “Parties” means both DISTRIBUTOR and PATENT HOLDER.

1.09 “Prototype” means a fully functional prototype of a fuel cell prototype which utilizes and embodies the Technology.

1.10 “Technology ” means the technology which is the subject of the Patents and all other knowledge, Know-how and Inventions owned, controlled, developed or acquired by or on behalf of PATENT HOLDER relating thereto, including without limitation the composition, formulation, construction, characteristics, uses and physical manifestations thereof.

Article II — Grant of Distributorship

2.01 Distributorship Patents . Patent Holder hereby grants and agrees to grant Distributor and its Affiliates, and Distributor and its Affiliates accept, an exclusive distributorship, under the Distributorship in the Territory with the right to grant subdistributorships, to use and sell the technology and to use, sell and have sold the Products in the Territory. The distributorship shall include, but not be limited to, all products and devices presently and in the future conceived and developed by Patent Holder, as well as all improvements on existing technology, devices and products for an payment in the amount of One Hundred Thousand Dollars ($100,000.00) as defined in Article III, and an additional payment on or before July 31, 2005 of One Hundred Thousand Dollars ($100,000.00), totaling Two Hundred Thousand Dollars ($200,000.00) as payment in full for the Canadian Distributorship.

2.01(a) Patent Holder agrees to grant to Distributor an option to an exclusive Distributorship Agreement for Europe as part of this Agreement and Distributor may exercise a set option for the European Distributorship for payments of Three Hundred Thousand Dollars ($300,000.00) of which One Hundred and Fifty Thousand Dollars ($150,000.00) is to be paid within 90 days from the date of this Agreement and the final payment of One Hundred and Fifty Thousand Dollars ($150,000.00) is to be paid on or before November 30, 2005. Distributor agrees to issue 200,000 treasury shares of REGI U.S., INC. upon confirmation of acceptance of the European fuel cell technology patents contemplated to be applied for in section 2.01 (b) .

2.01(b) Patent Holder agrees to use its best efforts to submit a patent application for Canada and Europe based on the current fuel cell technology claims set forth in claims of the U.S. Patents Pending held by the Patent Holder before the deadline date by the said Patent Office. Patents will be owned by Patent Holder

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and used exclusively in the Territory by the Distributor during the term of this Agreement. Patent Holder and Distributor agree to file the Canadian Patent Application on or before November 7, 2005.

2.01(c) Upon approval of Patent Holder’s Secured Lender, this Agreement automatically converts into a license agreement: Patent Holder agrees that upon Patent approval the distribution rights will be transferred into a Patent License Agreement upon the written consent of Distributor. The terms and conditions of the License Agreement will be mutually agreed upon in a new Patent License Agreement. In addition, in the event the secured lenders’ note in the amount of $3,500,000.00 is retired this Distribution Agreement automatically converts to a Patent License Agreement.

2.01(d) Patent Holder agrees to issue two (2) warrants of Anuvu to Distributor in consideration for each US$1.00 payment to Patent Holder, pursuant to paragraph 2.01 and 2.01(a) of this Agreement, in additional consideration for payments under this Agreement. Warrants to be issued within 60 days of the completion of the payments for each Distributorship. Each warrant will entitle Distributor to purchase one (1) treasury share of Anuvu for US$0.01 for a period of one year from the date of payment.

2.01(e) Patent Holder agrees to build a working fuel cell model prototype for Distributor for demonstration purposes in a vehicle in Canada. The vehicle to be selected by consent of both Patent Holder and Distributor, to be completed within 90 days of payment for the Canadian exclusive license. Distributor to pay all costs associated with prototype including hardware, labor, overhead, export duties and licensing fees. Costs to be agreed upon by both parties before work is to commence.

2.01(f) Upon approval of Patent Holder’s Secured Lender and based on Distributor paying the license fees for one or more countries noted in paragraph 2.01 and 2.01(a), Patent Holder will grant the sole and exclusive right and license, for each country paid by Distributor, to use the Technology for the purposes of manufacturing for the purposes of manufacturing products in Canada, Europe and the sole and exclusive right to sell, sublicense and distribute such products to the countries that Distributor make the agreed payments to subject to a five percent (5%) net royalty. Patent Holder will continue to develop the Technology for Distributor, on behalf of its customers and contacts, under the license agreement for those countries for a period of five (5) years, and renewable for an additional five (5) years based on the election of Distributor.

2.01(g) Distributor will agree to pay for the patent application costs and associated legal fees for Canada and Europe.

2.01(h) Patent Holder agrees that Distributor will have a 30 day first refusal to purchase Anuvu shares in event the additional shares to be issued or purchased by Anuvu for any reason at the same price that any investor may agree to pay/sell for the said shares for a period of 6 months.

2.01(i) Patent Holder will agree to work on the Rand Cam™ technology projects as required by Distributor, under a contract basis.

2.01(j) Transfer of Product from Patent Holder to Distributor will occur by way of a purchase order being submitted by Distributor to Patent Holder that will define prices, delivery dates, freight charges, taxes, tariffs, export issues and payment terms.

2.02 Trademarks . Distributor and its Affiliates shall be free to sell products using the Distributorship Patents, and shall be free to Register trademarks and tradenames with respect to such products under any trademark selected or Registered by Distributor or any of its Affiliates in any country in the Territory, and all trademarks, tradenames, slogans, logos, trade dress and goodwill owned or developed by Distributor or associated with the Distributorship Patents shall be the sole and exclusive property of Distributor or its Affiliates.

2.03 Right of First Refusal on Technology . Upon approval of Patent Holder’s Secured Lender, Patent Holder hereby grants to Distributor and its Affiliates a right of first refusal to exclusively use, manufacture, develop, sell, market and distribute products based on new patents and applications for

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patents, improvements, technology, products, devices, know-how, inventions, ideas, methods, processes and concepts, which are owned or developed by Patent Holder and are not included in the Distributorship Patents (“ New Technology ”) in consideration for 100,000 treasury shares of REGI U.S., INC.. At the time when Patent Holder develops any such New Technology, Patent Holder shall offer to Distributor, in writing, the right to use, manufacture, develop, sell, market, and distribute products based on such New Technology, describing in sufficient detail the nature of such New Technology. Distributor and Patent Holder shall discuss the offer, negotiating its terms in good faith, and Patent Holder shall memorialize an offer to Distributor in writing based on such discussions (“ Offer ”). From the date the Offer is received, Distributor shall have sixty (60) days within which to accept the Offer which acceptance shall also be in writing. If Distributor declines the Offer, Patent Holder shall be free to solicit other interest in the New Technology proposed. However, prior to licensing any such New Technology to a third party, Patent Holder shall offer Distributor in writing the same terms and conditions on which the proposed distributorship to the third party is based and Distributor shall have thirty (30) days in which to meet the terms and conditions of such proposed distributorship, which shall be done in writing.

Article Ill — Royalties

3.01 Royalties . Distributor shall pay Patent Holder a royalty of five percent (5%) of the Adjusted Gross Sales Price of any Products sold by Distributor or its Affiliates for which Distributor receives payment (“Royalties”). “Adjusted Gross Sales Price” shall mean the gross sales price of any Products sold less returns and reasonable actual discounts or rebates.

3.02 Payment of Royalties . Distributor shall pay Patent Holder the Royalties on the first day of the first month of each calendar quarter during the Term.

3.03 Adjustment of Royalties . Distributor shall have the right to decrease the Royalties formula if (i) products similar to the Products have come to market in any particular country of the Territory, and (ii) the total market share of all such products, even if manufactured by different companies, which are similar to any of the Products is thirty percent (30%) or more. The adjustment in the Royalties formula shall be negotiated in good faith between Distributor and Patent Holder. In the event no agreement is reached within ten (10) days after adjustment is requested by Distributor, then the parties shall submit the issue of Royalties formula adjustment, pursuant to this Paragraph 3.03, for final resolution to the American Arbitration Association, in accordance with its Commercial Rules, whose determination shall be final and binding on Distributor and Patent Holder.

3.04 Inspection . Patent Holder shall be permitted at reasonable times, and upon at least three (3) days prior written notice to Distributor, to inspect the books and records of Distributor as such relate to sales of the Products for the purpose of determining the accuracy of the Royalties paid to Patent Holder pursuant to this Article III.

3.05 Conversion from Distributor Agreement to License Agreement . Upon approval of Patent Holder’s Secured Lender, this Agreement automatically converts into a License Agreement.

Article IV — Product Development, Inspections and Audits

4.01 Product Development

(a)

Patent Holder shall have the responsibility for, and shall use its utmost best efforts is and entire human and economic resources exclusively for, developing commercially viable products and product prototypes using the Distributorship Patents (“ Product Development ”) improving the Distributorship Patents and developing new technology and new patents. The advance royalties will be used by Patent Holder for Product Development, including building a working fuel cell model prototype for Distributor.

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	(b)	Distributor shall, market, use, sell and distribute the Products within the Territory. Upon conversion to a licensing agreement Distributor shall have the right to manufacture the Products within the Territory. Patent Holder shall disclose to Distributor all information concerning the Distributorship Patents and Products, and all information concerning Product Development as required by Distributor, including but not limited to proprietary engineering, design, clinical and technical data, methods, processes which is necessary for evaluation or production of the Products, whether presently within the knowledge and possession of Patent Holder and its employees or which comes within the knowledge and possession of Patent Holder and its employees in the future and during the Term of this Agreement. Patent Holder shall fully cooperate with Distributor, in the event Distributor elects to test any of the products and product prototypes developed by Patent Holder using the Distributorship Patents, including but not limited to Institutional Review Board testing and other formal and informal testing procedures.

	(c)	Nothing in this Paragraph 5.01 shall preclude Distributor from using third parties under a subdistributorship or by contract to manufacture, market, and distribute the Products.

4.02 Inspections and Board Member .

	(a)	Distributor shall have the right to have its representatives inspect and audit the Patent Holder facilities, premises, and books and records as reasonably required by Distributor. Patent Holder shall cooperate with Distributor fully in all such inspections and audits.




	(b)	Patent Holder shall, within 30 days of the date of this agreement, present to Distributor a voting agreement based on the approval of the Patent Holder’s shareholders which will give Distributor the right during the Term to designate one member of the Patent Holder Board of Directors to be voted by the shareholder’s by way of the voting agreement.

Article V — Representations and Warranties

5.01 Representations and Warranties of Patent Holder. Patent Holder hereby represents and warrants the following to Distributor as of the date of this Agreement:

	(a)	Patent Holder is a corporation duly organized, validly existing and in good standing under the laws of the State of California.

	(b)	Patent Holder has full corporate power and authority to enter into and perform this Agreement. The execution, delivery and performance of this Agreement by Patent Holder have been duly authorized by all requisite corporate action. A Board of Directors’ resolution approving the execution, delivery and performance of this Agreement is annexed to this Agreement as Exhibit B.

	(c)	Patent Holder is the sole owner of all right, title and interest in and to the distributorship Patents, and Patent Holder has legal power, authority and right to grant the exclusive distributorship under the Distributorship Patents.

	(d)	To Patent Holder’s knowledge, there are no patents owned by others and no other proprietary rights or property of others which would be infringed or misused by Distributor or its Affiliates or subdistributors as a result of their exercise of the rights in and to the Distributorship Patents and the products granted by this Agreement.

	(e)	There are no actions, suits, or claims pending against Patent Holder or its Affiliates in

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		any court or by or before any governmental body or agency with respect to the Distributorship Patents or Products, and to the best of Patent Holder’s knowledge, no such actions, suits or claims have been threatened against Patent Holder or its Affiliates other than those in Exhibit C (ASK Note).

	(f)	Patent Holder has no knowledge of any infringement of the Distributorship Patents or knowledge of any claim or allegation, or any basis thereof, of patent infringement or misuse of any confidential information with regard to the Distributorship Patents or Products.

	(g)	No other person or organization presently has any effective assignment, option, distributorship or subdistributorship under the Distributorship Patents or with respect to the manufacture, use or sale of the Products or other products using the Distributorship Patents with in the Territories.

	(h)	The Distributorship Patents include all of the patents, applications for patents, improvements, technology, products, foreign counterparts and extensions thereof, know-how, inventions, ideas, concepts, methods and processes presently owned, used or developed by Patent Holder in the development of fuel cell technology.

	(i)	Patent Holder’s facilities, equipment and operations are in material compliance with all applicable laws and regulations in the United States. Patent Holder holds all material distributorships, permits and other governmental authorizations necessary or required by Patent Holder to conduct its operations and business in the manner presently conducted in the United States.

5.02 Representations and Warranties of Distributor . Distributor hereby represents and warrants the following to Patent Holder as of the date hereof:

	(a)	Distributor is a corporation duly organized and validly existing under the laws of the State of Oregon.

	(b)	Distributor has full corporate power and authority to enter into and perform this Agreement. The execution, delivery and performance of this Agreement by Distributor have been duly authorized by all requisite corporate action.

	(c)	Distributor has the financial resources to make all payment in a timely manner based on the dates with in this document.

	(d)	Distributor upon execution of this Agreement will actively engage in the distribution, marketing or manufacturing of other PEM Fuel Cell Stack technology.

5.03 Survival . The foregoing representations and warranties of the parties shall survive termination or expiration of this Agreement.

Article VI — Indemnification

6.01 Patent Holder Indemnification . Patent Holder shall indemnify and hold Distributor harmless against any and all liabilities, damages, losses, costs, expenses, claims, suits, recoveries and judgments (including attorneys’ fees and expenses) of Distributor, its Affiliates or any third party resulting from or arising out of (i) a breach of Patent Holder of any of its obligations, covenants or agreements under this Agreement, (ii) the failure of any of the representations and warranties made by Patent Holder under this Agreement to be true and correct as of the date hereof, (iii) any act or omission on the part of Patent Holder or any of its employees or Affiliates or agents in the performance of this Agreement, and (iv) patent infringement claims relating to the Distributorship Patents, to the extent provided in Article VIII of this Agreement below.

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Article VII — Patent Prosecution and Infringement

7.01 Prosecution . Patent Holder shall keep Distributor currently advised of all steps taken or to be taken in the prosecution of all applications for patents and improvements included in the Distributorship Patents, and shall furnish Distributor with copies of all such patent applications promptly after filing. Distributor shall be responsible for all fees with respect to such patent applications and all fees necessary for the maintenance of the Distributorship Patents in the Territory. Patent Holder shall consult with Distributor with respect to the prosecution of such patent applications or patents resulting therefrom.

7.02 Infringement Actions .

	(a)	Distributor and Patent Holder shall each promptly notify the other following the discovery of any infringement of the Distributorship Patents or unauthorized use of the Products which may come to their attention. Patent Holder shall promptly make all efforts to obtain a discontinuance of the infringement and, if not successful, Patent Holder shall bring suit against the infringer.





	(b)	If Patent Holder falls to obtain a discontinuance of such infringement or unauthorized use and/or fails to bring an infringement suit within thirty (30) days after discovery of such infringement or unauthorized use (“ Initial Period ”), then Patent Holder shall give notice in writing to Distributor within fifteen (15) days following the Initial Period of such failure, and Distributor may, but is not required to, obtain a discontinuance of the alleged infringement or unauthorized use or bring an infringement suit. Any infringement suit brought by Distributor shall be in the name of Patent Holder or Distributor, or jointly in the name of Patent Holder and Distributor, as Distributor shall elect in its sole discretion, or as required by the law of the forum.









	(c)	With respect to any suit for infringement of the Distributorship Patents or unauthorized use of the Products, the party that did not institute suit shall render all reasonable assistance to the party that did institute suit including, but not limited to, executing all documents as may be reasonably requested by the party that did institute suit. In the event Distributor institutes suit, Distributor shall be entitled to reimbursement from Patent Holder for all of its reasonable attorneys’ fees, costs and expenses, including the expenses of any expert witnesses that may be retained (“ Infringement Expenses ”), which Patent Holder shall pay upon demand from Distributor, and Distributor may deduct such Infringement Expenses from any and all sums, including Royalties, which Distributor owes Patent Holder, on a first priority basis.

7.03 Infringement of Third Party Patents . Each party shall notify the other promptly in the event of the receipt of notice of any action, suit or claim alleging infringement by the manufacture, use or sale of the Products, or of any patent or proprietary right held or alleged to be held by a third party. Patent Holder shall indemnify and hold Distributor, its Affiliates and subdistributors, harmless from all damages, losses, costs, expenses, claims, suits, recoveries and judgments (including attorneys’ fees, expenses, costs and expert witness fees) related thereto. This indemnification obligation shall survive the termination of this Agreement.

7.04 Offset . In the event it is necessary, in Distributor’s judgment, for Distributor to make royalty or other payments to a third party in order for Distributor to exercise or continue to exercise any rights granted to Distributor pursuant to the terms of this Agreement in relation to the Distributorship Patents and Products, Distributor shall be entitled to offset any amounts so paid to any third party against amounts due or which may become due to Patent Holder under this Agreement if Distributor give notice

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to Patent Holder of such third party claim 60 days before any offset cost adjustments are made and Patent Holder has ability to make other arrangements with third party.

Article VIII — Confidentiality

8.01 “Confidential Information” means:

	(a)	all written information (including information orally disclosed but promptly thereafter reduced to writing) that is marked as “Confidential” by a Party (in this section 8.1, the “Discloser”); and



	(b)	all information not generally known to the public, whether disclosed orally or in any tangible form (including magnetic or electronic), relating to any technology, products, processes and concepts created, developed or acquired by or on behalf of the Discloser or its affiliates, including but not limited to patents and patent applications, Inventions, Know-how, prototypes, samples, research and manufacturing processes; but shall not include information that:






	(c)	is, or becomes generally know to the public, through no wrongful act of the other Party (in this Section 8.1, the “Recipient”);


	(d)	can be shown by documentation to have been rightfully received by the Recipient from a third party who is free to disclose it without obligation to the Discloser and who did not acquire such information by a wrongful act; or



	(e)	can be shown by documentation to have been independently developed by the receiving Party without reference to any other Confidential Information.

8.02 During the Term and for a period of five (5) years thereafter, each of the parties and their respective employees, agents, directors, officers, Affiliates and subdistributors shall hold in confidence all confidential or proprietary information of the other party disclosed hereunder (“ Information ”) except for and to the extent that such Information (i) is or becomes generally available to the public through no fault of the receiving party; (ii) can be demonstrated in writing to have been known by the receiving party at the time of its disclosure by the other party or is independently developed after the date of disclosure by the receiving party without the application or use of the Information; (iii) becomes known to the other party from a source other than the disclosing party without breach of this Agreement by such party, provided, that such other source has the lawful right to disclose such Information, or (iv) is disclosed pursuant to a final, binding, nonappealable order or requirement of a court, administrative agency or other government body.

8.03 Each Party acknowledges that in the course of carrying out this Agreement, it may be provided with access to and be entrusted with Confidential Information of the other Party, the unauthorized disclosure of any of which to competitors of the other Party or to the general public would be highly detrimental to the other Party, and each Party further acknowledges and agrees that the right to maintain the confidentiality of such information constitutes a proprietary right which the other party is entitled to protect.

8.04 Each Party agrees to keep and use the Confidential Information of the other Party, howsoever obtained, strictly confidential at all times and shall not now or in the future, without the prior written consent of the other Party, disclose the other Party’s Confidential Information to any person or entity other than:

(a)

to such of its directors, officers, employees and professional advisors as shall have a need to know such Confidential Information in order to assist such Party in performing its obligations under this Agreement; or

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(b)

to a person or entity pursuant to a judicial or regulatory process or other requirement of law; provided however that in such case, the legally compelled Party shall be obliged to promptly notify the other Party in writing prior to making any such disclosure, and shall in any event disclose only that portion of the other Party’s Confidential Information which is legally required to be disclosed and shall exercise all reasonable efforts to ensure that confidential treatment will be accorded such Confidential Information.

8.05 Each Party agrees that it will require all of its officers, employees or consultants who have or will be granted access to Confidential Information to execute mutually acceptable assignments of inventions agreements and mutually acceptable Confidentiality and Non-Circumvention Agreements prior to being granted access to Confidential Information.

8.06 Each Party agrees to take all reasonable precautions to avoid disclosure or dissemination of the other Party’s Confidential Information other than as permitted herein, and to limit and control any copies, extracts or reproductions made of any such Confidential Information, and shall otherwise safeguard such Confidential Information to the same extent as it does its own secret information.

Article IX — Arbitration

9.01 Any dispute between the parties in respect of any matter arising under this Agreement or in relation to the construction hereof shall be submitted to arbitration and determined by a single arbitrator appointed pursuant to the Rules of Commercial Arbitration Association (the “Rules”) which arbitrator shall preside over the arbitration and conduct it in accordance with the Act, determine all questions of procedure not provided for under the Rules or herein, and render a decision which the parties hereby agree shall be final and binding upon the parties; provided however that not withstanding anything else herein contained:

	(a)	it shall be a condition precedent to the right of either Party to submit any matter to arbitration, that such Party shall have given the other Party not less than ten (10) days’ prior notice of its intention to do so together with particulars of the matter in dispute;

	(b)	the arbitral venue shall be at the offices of the American Arbitration Association located in Los Angeles;

	(c)	the arbitral award shall not grant any punitive, consequential, remote or incidental damages; and

	(d)	the arbitral award shall be final, binding and conclusive.

	(e)	The substantially prevailing Party will be entitled to recover its reasonable costs incurred in connection with such action including attorneys’ fees and disbursements (valued at market rates for comparable services from private practitioners), costs of discovery and court costs.

Article X — Miscellaneous

10.01 Governing Law . This Agreement shall be covered by and construed in accordance with the laws of the State of California other than provisions relating to conflicts of law provided, however, that all questions concerning the construction or effect of any patent applications or patents shall be decided in accordance with the laws of the country or territory in question. Each party hereto submits to the jurisdiction of the courts of the State of California, County of Sacramento, or to the United States District Court in connection with any matter relating to this Agreement.

10.02 Term of Agreement . This Agreement will be in full force and effect until such time as the Patents referred to herein and any extensions or derivatives thereof become eminent domain.

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10.03 Entire Agreement . This Agreement constitutes the entire understanding and agreement between the parties hereto with respect to the Distributorship Patents, the Products and the other matters contemplated or covered herein. This Agreement supersedes any and all previous agreements, commitment and understandings, whether oral or written, between the parties hereto. This Agreement may not be modified, amended or supplemented except by way of a writing signed by a duly authorized representative of each of the Parties hereto.

10.04 Assignment . This Agreement shall not be assignable by either party without the prior written consent of the other party.

10.05 Notices . Any notice, request, instruction, report or other document to be given hereunder shall be given in writing by hand delivery or by posting by certified or Registered mail, postage prepaid, or by facsimile, receipt confirmed, as follows:

	To PATENT HOLDER:	Anuvu Incorporated
		3980 Research Drive
		Sacramento, CA 95838

		Attention:


	To DISTRIBUTOR:	REGI U.S., Inc.
		1103 – 11871 Horseshoe Way
		Richmond, BC Canada V7A 5H5

		Attention: Mr. John Robertson, President

or to such other address as a party may specify by notice hereunder.

10.06 Successors and Assigns . This Agreement shall be binding upon, and shall inure to the benefit of, the parties and their respective permitted successors, legal representatives and assigns.

10.07 Severability . If and to the extent that any court of competent jurisdiction holds any provision or part of this Agreement to be invalid or unenforceable, such holding shall in no way affect the Validity of the remainder of this Agreement.

10.08 Independent Contractors . The relationship of the parties under this Agreement is that of independent contractors. Neither party shall be deemed to be the agent of the other, and neither is authorized to take any action binding upon the other.

10.09 Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed to be an original and both together shall be deemed to be one and the same Agreement.

10.10 Headings . All headings in this Agreement are inserted for convenience of reference only and shall not affect its meaning or interpretation.

10.11 Waivers . Any waiver of any term or condition of or obligation under this Agreement must be set forth explicitly in writing, signed by the waiving party. A waiver by either party of any of the terms and conditions of or obligations of the other party under this Agreement in any instance shall not be deemed or construed to be a waiver of such term condition or obligation for the future.

10.12 Further Assurances . Patent Holder and Distributor each agree on behalf of themselves and their respective Affiliates and subdistributors to produce or execute such other documents or agreements as may be necessary or desirable for the execution and implementation of this Agreement and the consummation of the transactions contemplated hereby.

10.13 Regulatory Approval . This Agreement shall be subject to any legally required regulatory approvals.

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10.14 No Warranty . There is no representations or warranties, express or implied, other than as expressly set forth or referred to herein and, in particular, neither Party makes any warranties to each other or any other person or entity, whether express, implied or statutory, as to the description, quality, merchantability, completeness or fitness for any purpose of any services or information provided hereunder or described herein, or as to any other matter all of which warranties are hereby excluded and specifically disclaimed.

10.15 Time of the Essence . The Parties agree that time is of the essence of this Agreement and further agree that should they fix new times for the performance of any of their obligations hereunder such new times shall also be of the essence.

10.16 Amendments . No amendment, modification, alteration or waiver of the terms of this Agreement shall be binding unless the same shall be in writing dated subsequent to the date of this Agreement and duly executed by the Parties.

10.17 Captions . The captions appearing in this Agreement are inserted for convenience of reference only and shall not effect the interpretation of this Agreement.

IN WITNESS WHEREOF , the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.

for Distributor:		for Patent Holder:


By:		By:



Title		Title

	By:
		Approval of Lender for Anuvu Incorporated


		Title

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8.1
List of Parents and Subsidiaries of the Company

Reg Technologies Inc.
(a British Columbia corporation)

Rand Energy Group Inc.
(a British Columbia corporation)
(51% owned by Reg Technologies Inc.)

REGI U.S., Inc.
(an Oregon corporation)
(15.0% owned by Rand Energy Group Inc.)

EXHIBIT 12.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS THE SARBANES-OXLEY ACT OF 2002

I, John Robertson, President of Reg Technologies Inc., certify that:

1.	I have reviewed this annual report of Reg Technologies Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;





3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4.	The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

		(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

		(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

		(c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

		(d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5.	The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):

		(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

		(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

DATED at Richmond, British Columbia, Canada, as of October 31, 2005.

/s/ “John G. Robertson”
John G. Robertson, President and Director

EXHIBIT 12.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS THE SARBANES-OXLEY ACT OF 2002

I, James Vandeberg, Chief Financial Officer of Reg Technologies Inc., certify that:

6.	I have reviewed this annual report of Reg Technologies Inc.;

7.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;





8.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

9.	The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

		(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

		(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

		(c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

		(d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

10.	The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):

		(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

		(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

DATED at Seattle, WA, as of October 31, 2005.

/s/ “James Vandeberg”
James Vandeberg, Chief Financial Officer and Director

EXHIBIT 13.1

Certification of Chief Executive Officer pursuant to
Title 18, United States Code, Section 1350, as adopted pursuant to
Section 906 of The Sarbanes-Oxley Act of 2002

I, John G. Robertson, President and Chief Executive Officer of Reg Technologies Inc., certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to the best of my knowledge:

1. The Annual Report on Form 20-F of Reg Technologies Inc. for the year ended April 30, 2005 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Reg Technologies Inc.

Richmond, BC, Canada

by: /s/ John G. Robertson

October 31, 2005

John G. Robertson

President and Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to Reg Technologies Inc. and will be retained by Reg Technologies Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EXHIBIT 13.2

Certification of Chief Financial Officer pursuant to
Title 18, United States Code, Section 1350, as adopted pursuant to
Section 906 of The Sarbanes-Oxley Act of 2002

I, James Vandeberg, Chief Financial Officer of Reg Technologies Inc., certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to the best of my knowledge:

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Reg Technologies Inc.

Richmond, British Columbia, Canada

by: /s/ James Vandeberg

October 31, 2005

James Vandeberg

Chief Financial Officer