-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UdsEfwXk+90WHwbh8okcQvbLm38N6hWVJ7H6oSWeS57Vy4Lf5wS2L5opDmlqVSwd t6MNgc2+IotlL+2knq5WWQ== 0001062993-07-003878.txt : 20071005 0001062993-07-003878.hdr.sgml : 20071005 20071005153919 ACCESSION NUMBER: 0001062993-07-003878 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20070731 FILED AS OF DATE: 20071005 DATE AS OF CHANGE: 20071005 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REG TECHNOLOGIES INC CENTRAL INDEX KEY: 0000925541 STANDARD INDUSTRIAL CLASSIFICATION: INVESTORS, NEC [6799] IRS NUMBER: 000000000 FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24342 FILM NUMBER: 071159423 BUSINESS ADDRESS: STREET 1: 240 - 11780 HAMMERSMITH WAY CITY: RICHMOND STATE: A1 ZIP: V7A 5E3 BUSINESS PHONE: 604-278-5996 MAIL ADDRESS: STREET 1: 240 - 11780 HAMMERSMITH WAY CITY: RICHMOND STATE: A1 ZIP: V7A 5E3 6-K 1 form6k.htm REPORT OF FOREIGN PRIVATE ISSUER Filed by Automated Filing Services Inc. (604) 609-0244 - REG TECHNOLOGIES INC. - Form 6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September, 2007

Commission File Number: 0-24342

REG TECHNOLOGIES INC.
(Translation of registrant's name into English)

240-11780 HAMMERSMITH WAY, RICHMOND, BC V7A 5E9
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

[ x ] Form 20-F   [           ] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [           ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [           ]

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes [           ] No [ x ]

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _________


SUBMITTED HEREWITH

Exhibits

 99.1News Release September 18, 2007 - Radmax Report
 
 99.2Interim Financial Statements for the three months ended July 31, 2007
 
 99.3Management Discussion and Analysis for the three months ended July 31, 2007
 
 99.4Form 52-109F2 CEO Certification of Interim Filings
 
 99.5Form 52-109F2 CFO Certification of Interim Filings
 

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  REG TECHNOLOGIES INC.
  (Registrant)
     
Date: October 5, 2007 By: /s/ John Robertson
   
    John Robertson
  Title: President

 


EX-99.1 2 exhibit99-1.htm NEWS RELEASE DATED SEPTEMBER 18, 2007 Filed by Automated Filing Services Inc. (604) 609-0244 - Reg Technologies Inc. - Exhibit 99.1

REGI U.S., INC.
REG TECHNOLOGIES INC.
#240 – 11780 Hammersmith Way
Richmond, BC V7A 5E9
Phone: 604-278-5996 Fax: 604-278-3409
Toll Free: 800-665-4616
www.regtech.com
 
NEWS RELEASE
 
REGI U.S., Inc.
(the “Company” or “REGI”)

REGI U.S., INC. / REG TECHNOLOGIES INC. Release Progress Report on
RADMAX
® Compressor/Expander Testing

For Immediate Release: September 18, 2007. Vancouver, BC - REGI U.S., Inc. (OTC BB: RGUS, Frankfurt Stock Exchange: RGJ) and Reg Technologies, Inc. (TSX Venture Exchange: RRE, OTC BB: REGRF) today announced the following RadMax® product development status:

Robert Grisar, Vice President of Engineering reports:

  • Completed design of prototype of RadMax® compressor and expander hardware and released drawings to manufacturing.
  • Completed design and fabrication of oil seal testing device to rapidly evaluate and qualify proprietary RadMax® oil seals for pump, compressor, and engine applications.
  • Arranged for facility to support testing and recording of compressor and expander performance metrics.

Lynn Petersen, Vice President of Marketing for REGI U.S., Inc., has identified strategic interested companies in the automotive, aerospace, oil & gas, marine, and other industries, and is completing RadMax® technology presentations to them.

Lynn Petersen, states, “Presentations made to date have been met with enthusiastic interest in our technology, and our goal for a license agreement and/or a joint venture agreement looks favorable for this year.”

About REGI U.S., Inc.

REGI U.S., Inc. owns the U.S. rights to the Rand Cam™/RadMax® rotary technology used in the revolutionary design of light weight and high efficiency engines, compressors and pumps. The RadMax® engine has only two unique moving parts, the vanes (up to 12) and the rotor, compared to the 40 moving parts in a simple four-cylinder piston engine. This innovative design makes it possible to produce up to 24 continuous power impulses per one rotation that is vibration-free and extremely quiet. The RadMax® engine also has multi-fuel capabilities allowing it to operate on fuels including gasoline, natural gas, hydrogen, propane and diesel. REGI U.S., Inc. and parent company Reg Technologies Inc. are currently designing and testing prototype RadMax®


diesel engines, compressors and pumps intended for aviation, automotive, industrial processes and military applications. For more information, please visit www.regtech.com.

ON BEHALF OF THE BOARD OF DIRECTORS

“John Robertson”

John Robertson
President

Contacts: REGI U.S., Inc
  John Robertson, 1-800-665-4616

Forward-Looking Statements

The TSX Venture Exchange has neither approved nor disapproved of the information contained herein. Statements in this press release regarding Reg Technologies/REGI's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties, including the impact of competitive products and pricing, the need to raise additional capital, uncertain markets for the Company's products and services, the Company's dependence on third parties and licensing/service supply agreements, and the ability of competitors to license the same technologies as the Company or develop or license other functionally equivalent technologies.


EX-99.2 3 exhibit99-2.htm INTERIM FINANCIAL STATEMENTS Filed by Automated Filing Services Inc. (604) 609-0244 - Reg Technologies Inc. - Exhibit 99.2

Reg Technologies Inc.

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

The Company’s independent auditor has not performed a review of these financial statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity’s auditor.



Reg Technologies Inc.
(A Development Stage Company)
 
Interim Consolidated Financial Statements
 
(Unaudited)
 
July 31, 2007



Reg Technologies Inc.
Consolidated Balance Sheets
(Expressed in Canadian dollars)
(Unaudited)

    July 31,     April 30,  
    2007     2007  
     
          (Audited)  
ASSETS            
Current Assets            
     Cash and cash equivalents   240,006     294,463  
     GST receivable   10,734     11,329  
     Prepaid expenses   28,157     47,933  
     Due from related parties [Note 7]   67,539     58,420  
Total Current Assets   346,436     412,145  
Property and Equipment [Note 6]   11,847     12,731  
    358,283     424,876  
             
LIABILITIES AND SHAREHOLDERS’ EQUITY            
Current Liabilities            
     Accounts payable and accrued liabilities   129,957     83,952  
    129,957     83,952  
             
Shareholders’ Equity            
Share Capital [Note 3]   11,356,689     11,356,689  
Subscriptions received       289,307  
Contributed Surplus   1,083,953     850,733  
Foreign Currency Translation Adjustments   (69,550 )   (74,706 )
Deficit   (12,142,766 )   (12,081,099 )
    228,326     340,924  
    358,283     424,876  
Commitments [Note 8]            
Subsequent Event [Note 9]            

Approved on behalf of the Board  
   
   
"John Robertson" (signed)  
John G. Robertson, Director  
   
"Jennifer Lorette" (signed)  
Jennifer Lorette, Director  

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



Reg Technologies Inc.
Interim Consolidated Statements of Operations and Deficit
(Expressed in Canadian dollars)
(Unaudited)

    Three Months     Three Months  
    Ended     Ended  
    July 31,     July 31  
    2007     2006  
     
Operating Expenses            
     Foreign exchange   40,119     (6,465 )
     General and administrative   734,584     354,410  
Operating Loss   (774,703 )   (347,945 )
Other Income            
     Gain on sale of subsidiary’s shares   33,986     590,032  
     Gain on issue by subsidiary of its own shares outside the            
          consolidated group   158,651     19,751  
     Interest   867     4,260  
     Non-controlling interest   519,532     161,180  
Net Income (Loss) for the Period   (61,667 )   427,278  
Deficit – Beginning of Period   (12,081,099 )   (11,561,401 )
Deficit – End of Period   (12,142,766 )   (11,134,122 )
             
Basic Earnings (Loss) Per Share       0.02  
             
Weighted Average Common Shares Outstanding   23,849,000     23,905,000  

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



Reg Technologies Inc.
Interim Consolidated Statements of Cash Flows
(Expressed in Canadian dollars)
(Unaudited)

    Three Months     Three Months  
    Ended     Ended  
    July 31,     July 31,  
    2007     2006  
     
Operating Activities            
     Net income (loss)   (61,667 )   427,278  
     Items not involving cash            
           Stock-based compensation   233,209     14,829  
           Non-controlling interest   (519,532 )   (161,180 )
           Gain on issue by subsidiary of its own shares   (158,651 )   (19,751 )
           Gain on sale of subsidiary’s shares   (33,986 )   (590,032 )
           Shares issued for services   6,271      
           Amortization   884      
     Changes in non-cash working capital items            
           Amounts receivable   595     (1,790 )
           Temporary investments       (395,928 )
           Prepaid expenses   17,802     (55,532 )
           Accounts payable and accrued liabilities   49,423     35,822  
           Due to related parties   8,474      
Net Cash Used In Operating Activities   (457,178 )   (746,284 )
Financing Activities            
     Shares issued       5,625  
     Shares issued by subsidiary   388,369      
     Advances from related parties   22,481     17,779  
     Proceeds from subsidiary’s shares issued       104,709  
Net Cash Provided by Financing Activities   410,850     128,113  
Investing Activities            
     Proceeds on sale of subsidiary’s shares       593,145  
Net Cash Provided by Investing Activities       593,145  
Effect of Exchange Rate Changes on Cash   (8,129 )   65  
Decrease in Cash and Cash Equivalents   (54,457 )   (24,961 )
Cash and Cash Equivalents - Beginning of Period   294,463     427,777  
Cash and Cash Equivalents - End of Period   240,006     402,816  
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 Interim Consolidated Financial Statements
July 31, 2007
(Expressed in Canadian dollars)
(Unaudited)

1.

NATURE OF OPERATIONS AND CONTINUANCE OF BUSINESS

   

Reg Technologies Inc. (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 approximately 6.1 million shares of REGI U.S., Inc. (“REGI”) (a U.S. public company). REGI owns the U.S. marketing and intellectual rights. The Company and REGI have a project cost sharing agreement whereby these companies each fund 50% of the development of the Technology.

   

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.

   
2.

INTERIM FINANCIAL STATEMENTS

   

The unaudited interim financial statements have been prepared in accordance with Canadian generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The unaudited interim financial statements have been prepared in accordance with the accounting principles and policies described in the Company’s annual financial statements for the year ended April 30, 2007, and should be read in conjunction with those statements. In the opinion of management, all adjustments (consisting of normal and recurring accruals) considered necessary for fair presentation of the Company’s financial position, results of operations and cash flows have been included. Operating results for the three-month period ended July 31, 2007 are not necessarily indicative of the results that may be expected for the year ended April 30, 2008.

   
3.

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.


      Number of        
  Common shares issued:   Shares     Amount  
  Balance issued, April 30, 2007   24,160,181   $  11,400,174  
  Issued during the period:        
  Balance, July 31, 2007   24,160,181     11,400,174  
  Less: treasury stock owned   (217,422 )   (43,485 )
  Balance issued and outstanding, July 31, 2007   23,942,759   $  11,356,689  



Reg Technologies Inc.
Notes to the Interim Consolidated Financial Statements
July 31, 2007
(Expressed in Canadian dollars)
(Unaudited)

3.

SHARE CAPITAL (Continued)

     
[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]

Treasury shares

     

At July 31, 2007, Rand owns 217,422 shares of the Company.

     
[c]

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 Directors 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 25% of the options vesting in any three-month period.

     

The following table summarizes activity under the Plan for the period ended July 31, 2007:


            Weighted  
            average  
      Number     exercise price  
      of shares    
               
  Outstanding, April 30, 2007   1,125,000     0.27  
  Exercised        
  Outstanding, July 31, 2007   1,125,000     0.27  

Additional information regarding options outstanding at July 31, 2007 is as follows:

      Exercise        
      Price     July 31,  
  Expiry Date     2007  
  September 18, 2008   0.30     100,000  
  March 4, 2009   0.19     250,000  
  April 8, 2009   0.14     25,000  
  October 20, 2010   0.30     750,000  
  Options outstanding         1,125,000  
  Options exercisable         300,000  
  Weighted average price for options exercisable       $ 0.27  

The fair value of each option granted was estimated on the grant date using the Black-Scholes option pricing model. There were no stock options granted during the three-month periods ended July 31, 2007 and 2006.



Reg Technologies Inc.
Notes to the Interim Consolidated Financial Statements
July 31, 2007
(Expressed in Canadian dollars)
(Unaudited)

4.

SHARE CAPITAL ACTIVITY OF REGI U.S., INC.

   

The following table summarizes the share capital activities of REGI for the periods ended July 31, 2007 and April 30, 2007:


      Number of     Amount  
  Common shares issued:   shares     US$  
  Balance, April 30, 2006   25,839,125     6,915,482  
       Shares issued for services   29,000     60,000  
       Stock issued for cash pursuant to:            
             Options exercised   662,250     143,938  
             Warrants exercised   268,833     217,666  
             Private placement   120,000     116,496  
             Warrants issued for financing (cash-less)       (1,561,406 )
  Balance, April 30, 2007   26,919,208     5,892,176  
       Shares issued for services   9,000     11,700  
       Stock issued for cash pursuant to:            
             Options exercised   13,500     3,375  
             Warrants exercised   72,500     70,000  
             Private placement   579,950     547,953  
  Balance, July 31, 2007   27,594,158     6,525,204  

  [a]

At July 31, 2007, the Company owned 3,320,000 shares of REGI.

     
  [b]

At July 31, 2007, Rand owned 2,819,416 shares of REGI. The Company owns 51% of Rand.

     
  [c]

A total of 1,866,000 shares are reserved for the exercise of stock options, exercisable at a weighted average price of US$1.12 per share with a weighted average remaining life of 3.95 years.

     
  [d]

As at July 31, 2007, 3,240,617 share purchase warrants were outstanding of which 2,540,667 may be exercised at a price of US$1.00 per share, and 699,950 may be exercised at a price of US$1.50 per share.

     
  [e]

During the three-month period ended July 31, 2007, REGI issued 13,500 common shares upon the exercise of options for cash proceeds of $3,375.

     
  [f]

During the three-month period ended July 31, 2007, REGI issued 9,000 common shares upon the exercise of options at $1.30 per share for services rendered with a fair value of $11,700.

     
  [g]

During the three-month period ended July 31, 2007, REGI issued 60,000 common shares upon the exercise of warrants at $1.00 per share for cash proceeds of $60,000.

     
  [h]

During the three-month period ended July 31, 2007, REGI issued 12,500 common shares upon the exercise of warrants at $0.80 per share for cash proceeds of $10,000.

     
  [i]

During the three-month period ended July 31, 2007, REGI issued 579,950 units at $1 per unit for proceeds of $547,953, net commissions of $31,997, pursuant to a private placement. Each unit consists of one Class A share of common stock and one warrant. Each warrant will enable the investor to purchase one additional share an exercise price of $1.50 per share for a period of five years after the closing date.

     
  [j]

During the three-month period ended July 31, 2007, REGI extended 75,000 options set to expire on May 10, 2007 to May 10, 2009.

     
  [k]

During the three-month period ended July 31, 2007, REGI approved the increase of the authorized share capital of the Company to 100,000,000 shares from 50,000,000 shares.




Reg Technologies Inc.
Notes to the Interim Consolidated Financial Statements
July 31, 2007
(Expressed in Canadian dollars)
(Unaudited)

5. GAIN ON SHARES ISSUED BY SUBSIDIARY

During the periods ended July 31, 2007 and 2006, REGI issued shares outside the consolidated group. These issuances effectively reduced Rand’s interest in REGI, which resulted in a deemed gain (loss) on sale of subsidiary’s shares as follows:

      July 31,     July 31,  
      2007     2006  
       
  Gain due to ownership of new assets resulting from REGI shares issued   158,651     19,751  

6. PROPERTY AND EQUIPMENT

                  July 31,     April 30,  
                  2007     2007  
            Accumulated     Net Book     Net Book  
      Cost     Amortization     Value     Value  
           
                           
  Computer hardware   5,295     1,118     4,177     4,618  
  Office furniture and equipment   8,849     1,179     7,670     8,113  
      14,144     2,297     11,847     12,731  

7.

RELATED PARTY TRANSACTIONS

     
[a]

At July 31, 2007, the Company is owed an aggregate of $67,539 (April 30, 2007 - $58,420) by related parties. The transactions are recorded at their exchange amounts, and the amounts owing 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.

     
[b]

During the three-month period ended July 31, 2007, fees in the aggregate of $11,267 (2006 - $Nil) for legal services have been paid to a professional law firm in which a partner of the firm is an officer and director of the Company.

     
[c]

During the three-month period ended July 31, 2007, rent of $3,111 (2006 - $2,931) was paid to a company having common officers and directors.

     
[d]

During the three month-period ended July 31, 2007, project management fees of $8,040 (2006 - $8,904) were paid to a company having common officers and directors.

     
[e]

During the three-month period ended July 31, 2007, administrative fees, consulting fees, and management and directors’ fees were paid to officers, directors and companies controlled by officers and directors totalling $15,647 (2006 - $19,887) for services rendered.

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.



Reg Technologies Inc.
Notes to the Interim Consolidated Financial Statements
July 31, 2007
(Expressed in Canadian dollars)
(Unaudited)

8.

COMMITMENTS

       
[a]

In connection with the acquisition of Rand, 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 the 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 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]

On June 15, 2006, the Company entered into a lease agreement to lease office premises for the period of three years and the option to renew the lease for one additional term of three years, in consideration for $16,994 per year.


9.

SUBSEQUENT EVENT

     

Subsequent to July 31, 2007, REGI US, Inc. had the following transaction in U.S. dollars:

     
[a]

Issued 3,000 common shares upon the exercise of options at $1.30 per share for services rendered with a fair value of $3,900.



EX-99.3 4 exhibit99-3.htm MANAGEMENT DISCUSSION AND ANALYSIS Filed by Automated Filing Services Inc. (604) 609-0244 - Reg Technologies Inc. - Exhibit 99.3

REG TECHNOLOGIES INC.

MANAGEMENT DISCUSSION AND ANALYSIS
DATED September 28, 2007

The following discussion of the results of operations of the Company for the quarter ended July 31, 2007, and in comparison to the same period of the prior year, should be read in conjunction with the Company’s Audited Financial Statements and accompanying notes for the periods ended April 30, 2007 and 2006.

Overall Performance

We are engaged in the business of developing and building an improved axial vane-type rotary engine known as the Rand CamTM 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 Reg Technologies, Inc. excluding the U.S. rights that are licensed to REGI U.S., Inc. Since no marketable product has yet been developed, we have not received any revenues from operations.

Selected Annual Information

The following information is derived from our financial statements for each of the three most recently completed financial years:

  April 30, 2007 April 30, 2006 April 30, 2005
Net sales or total revenues $nil $nil $nil
Net income or (loss)
     - per share, basic
     - per share, diluted
(519,698)
(0.02)
(0.02)
(1,033,398)
(0.04)
(0.04)
(5,441,027)
(0.25)
(0.25)
Total assets 424,876 500,056 191,586
Total long-term financial liabilities $ nil $ nil $nil
Cash dividends declared per share $ nil $ nil $nil

Results of Operations

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.

The Company is a development stage company 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 Reg Technologies, Inc. a Canadian public company, which owns 6.1 million shares (directly and indirectly) 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 US, Inc. have a project cost sharing agreement whereby these companies each fund 50% of the development of the Technology. As at July 31, 2007 Rand Energy Group Inc. owes Reg Technologies $1,971,073 (2006 - $2,609,079) which will be fully repaid prior to royalty obligations due, and prior to dividends being paid to the owners of Rand Energy Group Inc.

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The Company’s direct investment in REGI U.S. Inc., together with its 51% ownership in Rand Energy Group Inc., gives it control over 6,139,416 shares of REGI U.S. Inc., which shares had a value of approximately US$6,201,000 as of September 26, 2007. 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.

Results of Operations for the quarter ended July 31, 2007 (“2007”) as compared to the quarter ended July 31, 2006 (“2006”)

The Company had consolidated net loss of $61,667 in 2007 as compared to consolidated net income of $427,278 in 2006. This increase in net loss is mainly due to the fact that the Company had an increase in general and administrative expenses and a decreased gain on sale of subsidiary’s shares. Gain on sale of subsidiary’s shares decreased by $556,046 to $33,986 in 2007 from $590,032 in 2006. Gain on issue by subsidiary of its own shares outside the consolidated group increased by $138,900 from $19,751 in 2006 to $158,651 in 2007. General and administrative expenses increased by $380,174 to $734,584 in 2007 from $354,410 in 2006. Non-controlling interest increased by $358,352 from $161,180 in 2006 to $519,532 in 2007. This net increase is a result of increased activities in the Company. Advertising and investor relations increased by $38,064 to $135,090 in 2007 from $97,026 in 2006. Consulting fees increased by $14,079 to $25,017 in 2007 compared to $10,938 in 2006. Wages increased by $27,646 from $21,828 in 2006 to $49,474 in 2007. Stock-based compensation for 2007 was $233,209 compared to $13,713 in 2006. Travel and promotion increased to $47,194 in 2007 from $4,850 in 2006.

Financing Activities

The Company’s cash position as at July 31, 2007 was $240,006. The Company plans to raise funds further through REGI U.S., Inc. equity financings and through the sale of REGI U.S., Inc. shares on the open market. During the three months ended July 31, 2007, REGI U.S., Inc. issued 579,950 units at $1.00 per unit for proceeds of $547,943, net commissions of $31,997. Each unit consists of one share of common stock and one warrant. Each warrant will enable the investor to purchase one additional share at an exercise price of $1.50 per share for a period of five years. REGI U.S., Inc. also issued 95,000 common shares upon the exercise of options and warrants for cash proceeds of $85,075.

During the quarter ended July 31, 2007, the Company issued no shares.

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 CamTM 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 REGI as to the U.S. rights and Reg Technologies, Inc. as to the world wide rights excluding the U.S. rights. 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.

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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.

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.

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., Inc. 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.

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The worldwide 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.

On April 19, 2005 we announced that successful combustion tests were completed with Rand Cam™ Engine new vane design using gasoline fuel. The series of tests took place at SNK’s facilities in Richmond B. C. with starter speed of up to 490 RPM, utilizing a unique vane design that does not require vane tip seals.

On November 30, 2005, we announced that the modifications for the 42 H.P. diesel engine had been completed by Ebco Industries Ltd. This version includes six additional cam designs with a special coating to ensure durability, which will be tested for diesel, gasoline, hydrogen, pump and compressor applications.

On January 24, 2006, we announced that several continuous successful combustion tests at 245 RPM were completed on the new version of the Rand Cam™ Engine.

On February 14, 2006, we announced that the 125 H.P. RadMax™ engine had been received by REGI U.S., Inc. from Radian Milparts and will be tested by our rotary engine specialist.

On March 28, 2006 we announced that the final modifications that were successfully implemented on the 42 H.P. Rand Can are currently being completed for the 125 H.P. version of the RadMax engine.

On May 1, 2006 we amounted that the fuel cell components being built by Anuvu on behalf of the Company are in the final cutting and assembly stages.

On June 20, 2006 we announced that the final modifications for the 125 H.P. version of the RadMax™ engine have been completed and an extensive testing program will commence immediately.

On October 3, 2006 we announced that preliminary tests had been successfully completed on the RadMax™ engine. The next phase to be implemented will be the completion of an operating engine.

On January 30, 2007 we announced RadMax™ product development status and outlined the next testing steps.

On July 9, 2007 we announced successful RadMax™ pump tests results.

On July 17, 2007 we announced RadMax™ prototype compressor fabrication is underway.

Anuvu Incorporated

On July 5, 2005, the Company announced the completion of an exclusive distributor agreement between the Company, REGI U.S. and Anuvu Incorporated. The Company paid $200,000 to exercise the rights to distribute the Anuvu Fuel Cell technology for Canada. REGI U.S. has the remaining option to pay $300,000 for the European rights of which $150,000 is to be paid within 90 days of the Agreement with the balance by November 30, 2005. The rights are subject to a royalty of 5% of gross sales. The Company and REGI U.S. will receive up to 1,000,000 warrants of Anuvu based on 2 warrants issued for every $1.00 paid for the Distribution rights. Each warrant will be exercisable to acquire one share of Anuvu’s common stock at $0.01 per share up to one year from the date of payment. As of February 28, 2006, the European rights have lapsed.

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Summary of Quarterly Results

The following information is provided for each of the Company’s eight most recently completed quarters:

Quarter Ending Revenue Net Earnings (Loss)
    $ Per Share Diluted per share
July 31, 2007 $nil (61,667)
April 30, 2007 $nil (389,788) (0.02) (0.02)
January 31, 2007 $nil (320,428) (0.01) (0.01)
October 31, 2006 $nil (236,760) (0.01) (0.01)
July 31, 2006 $nil 427,278 0.02 0.02
April 30, 2006 $nil (286,930) (0.01) (0.01)
January 31, 2006 $nil 240,261 0.01 0.01
October 31, 2005 $nil (595,215) (0.03) (0.03)

Liquidity and Capital Resources

In the past, we have derived most of our 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. also directly owns 3,320,000 shares of REGI U.S., Inc. with a value of US $3.35 million at September 26, 2007. During the three months ended July 31, 2007, REGI U.S., Inc. issued 579,950 units at $1.00 per unit for proceeds of $547,943, net commissions of $31,997. Each unit consists of one share of common stock and one warrant. Each warrant will enable the investor to purchase one additional share at an exercise price of $1.50 per share for a period of five years. REGI U.S., Inc. also issued 95,000 common shares upon the exercise of options and warrants for cash proceeds of $85,075.

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.

Liquidity

During the quarter ended July 31, 2007, we financed our operations and received $410,850 by:

  (i)

net advances from companies affiliated with the President of the Company in the amount of $22,481. These amounts are unsecured, non-interest bearing and due on demand;

     
  (ii)

issuing shares by our subsidiary for $388,369;

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During the quarter ended July 31, 2007, we used cash in the amount of $457,178 on operating activities as compared to $746,284 for the same period last year through:

  (i)

payment of consulting services and investor relations for $153,157;

  (ii)

payment of project research and development for $68,034;

  (iii)

payment of management and directors fees for $13,400;

  (iv)

payment of professional fees for $57,126;

  (v)

payment of transfer agent and filing fees for $19,403;

  (vi)

payment of travel and promotion for $47,194;

  (vii)

payment of wages and benefits for $63,756;

  (viii)

payment of other general and administrative expenses for $35,108

Our cash position has decreased to $240,006.

Related Party Transactions

The Company shares office space, staff and service providers with a number of private and public companies with several directors in common. The amounts owed by related parties, totalling $67,539 (April 30, 2007 - $58,420) are unsecured, non-interest bearing and due on demand. These parties are related due either parties acting as officers or directors of the Company or due to the President of the Company controlling or significantly influencing the related companies. The Company incurred the following related party transactions:

  [a]

During the three-month period ended July 31, 2007, fees in the aggregate of $11,267 for legal services have been paid to a professional law firm in which a partner of the firm is an officer and director of the Company.

     
  [b]

During the three-month period ended July 31, 2007, rent of $3,111 was paid to a company having common officers and directors.

     
  [c]

During the three month-period ended July 31, 2007, project management fees of $8,040 were paid to a company having common officers and directors.

     
  [d]

During the three-month period ended July 31, 2007, administrative fees, consulting fees, and management and directors’ fees were paid to officers, directors and companies controlled by officers and directors totalling $15,647 for services rendered.

Additional Disclosure for Venture Issuers without Significant Revenue

Additional disclosures concerning the Company’s research and development costs, deferred development costs and general and administrative expenses are provided as follows:

During the quarter ended July 31, 2007, the Company incurred the following for a total of $44,998:

  (i)

prototype design and construction for $12,101;

  (ii)

project overhead for $32,897

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Outstanding Share Data

The Company’s authorized share capital consists of:

  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.

There were no Preferred shares nor Class A non-voting shares issued and outstanding. As at July 31, 2007, there are 24,160,181 common shares issued and outstanding of which 217,422 shares are treasury stock owned by the Company.

Options outstanding at July 31, 2007 are as follows:

Exercise price ($)   Number of Shares  
0.30   850,000  
0.19   250,000  
0.14   25,000  
       
    1,125,000  

Controls and Procedures

The Company’s management has evaluated the effectiveness of Reg Technologies, Inc.’s disclosure controls and procedures and has concluded that such disclosure controls and procedures are effective for the year ending April 30, 2007. No changes were made in internal controls over financial reporting during the quarter ended July 31, 2007, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Approval

The Board of Directors of the Company has approved the disclosure contained in this MD&A. A copy of this MD&A will be provided to anyone who requests it.

Additional Information

Additional Information relating to the Company is on SEDAR at www.sedar.com

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EX-99.4 5 exhibit99-4.htm CEO CERTIFICATION Filed by Automated Filing Services Inc. (604) 609-0244 - Reg Technologies Inc. - Exhibit 99.4

Form 52-109F2 Certification of Interim Filings

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

1.

I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52- 109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Reg Technologies Inc., (the issuer) for the interim period ending July 31, 2007;

   
2.

Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

   
3.

Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;

   
4.

The issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:


  (a)

designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; and

     
  (b)

designed such internal control over financial reporting, or caused it 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 the issuer’s GAAP; and


5.

I have caused the issuer to disclose in the interim MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.


Date: September 28, 2007  
   
”John Robertson”  
John Robertson, President  
Reg Technologies Inc.  


EX-99.5 6 exhibit99-5.htm CFO CERTIFICATION Filed by Automated Filing Services Inc. (604) 609-0244 - Reg Technologies Inc. - Exhibit 99.5

Form 52-109F2 Certification of Interim Filings

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

1.

I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52- 109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Reg Technologies Inc., (the issuer) for the interim period ending July 31, 2007;

   
2.

Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

   
3.

Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;

   
4.

The issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:


  (a)

designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; and

     
  (b)

designed such internal control over financial reporting, or caused it 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 the issuer’s GAAP; and


5.

I have caused the issuer to disclose in the interim MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.


Date: September 28, 2007  
   
“Jim Vandeberg”  
Jim Vandeberg, Chief Financial Officer  
Reg Technologies Inc.  


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