-----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, Qium4b154tznFYkMzHEDTWZTy4q/kHMz5ePjMDAO+f8hzfemXF2LtyH8an3k1DTo 1M20Eug9ehy8jPPXAXkvQg== 0001062993-08-000082.txt : 20080110 0001062993-08-000082.hdr.sgml : 20080110 20080110151922 ACCESSION NUMBER: 0001062993-08-000082 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20071031 FILED AS OF DATE: 20080110 DATE AS OF CHANGE: 20080110 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: 08523423 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 December, 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

 99.1Financial Statements for the six months ended October 31, 2007
 
 99.2Management Discussion and Analysis for the six months ended October 31, 2007
 
 99.3Form 52-109F2 Certification of Interim Filings - CEO
 
 99.4Form 52-109F2 Certification of Interim Filings - CFO
 

 


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: January 10, 2008 By: /s/ John Robertson
    John Robertson
     
  Title: President

 


EX-99.1 2 exhibit99-1.htm FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED OCTOBER 31, 2007 Filed by Automated Filing Services Inc. (604) 609-0244 - Reg Technologies Inc. - Exhibit 99.1

 

 

 

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)

October 31, 2007


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

    October 31,     April 30,  
    2007     2007  
    $     $  
    (Unaudited)     (Audited)  
ASSETS            
Current Assets            
     Cash and cash equivalents   10,397     294,463  
     GST receivable   10,004     11,329  
     Prepaid expenses   23,961     47,933  
     Due from related parties [Note 7]   42,321     58,420  
Total Current Assets   86,683     412,145  
Property and Equipment [Note 6]   12,189     12,731  
    98,872     424,876  
             
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)            
Current Liabilities            
     Accounts payable and accrued liabilities   158,818     83,952  
    158,818     83,952  
             
Shareholders’ Equity (Deficit)            
Share Capital [Note 3]   11,356,689     11,356,689  
Subscriptions received   29,596     289,307  
Contributed Surplus   1,098,487     850,733  
Foreign Currency Translation Adjustments   (69,407 )   (74,706 )
Deficit   (12,475,311 )   (12,081,099 )
    (59,946 )   340,924  
    98,872     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     Six Months     Six Months  
    Ended     Ended     Ended     Ended  
    October 31,     October 31,     October 31     October 31  
    2007     2006     2007     2006  
    $     $     $     $  
Operating Expenses                        
     Foreign exchange   27,257     1,533     67,376     (4,932 )
     General and administrative   437,282     233,634     1,171,866     560,965  
     Research and development       19,687         46,766  
Operating Loss   (464,539 )   (254,854 )   (1,239,242 )   (602,799 )
                         
Other Income                        
     Gain on sale of subsidiary’s shares   35,866         69,852     590,032  
     Gain on issue by subsidiary of its own                        
           shares outside the consolidated group   11,883     3,833     170,534     23,584  
     Interest   398     4,987     1,265     9,247  
     Non-controlling interest   83,847     9,274     603,379     170,454  
Net Income (Loss) for the Period   (332,545 )   (236,760 )   (394,212 )   190,518  
                         
Deficit – Beginning of Period   (12,142,766 )   (11,134,123 )   (12,081,099 )   (11,561,401 )
                         
Deficit – End of Period   (12,475,311 )   (11,370,883 )   (12,475,311 )   (11,370,883 )
                         
Basic Earnings (Loss) Per Share   (0.01 )   (0.01 )   (0.02 )   0.01  
                         
Weighted Average Number of Common                        
Shares outstanding   23,849,000     23,899,000     23,849,000     23,912,000  

(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     Six Months     Six Months  
    Ended     Ended     Ended     Ended  
    October 31,     October 31,     October 31,     October 31,  
    2007     2006     2007     2006  
    $     $     $     $  
Operating Activities                        
     Net income (loss)   (332,545 )   (236,760 )   (394,212 )   190,518  
     Items not involving cash                        
           Stock-based compensation   (2,125 )   5,760     231,084     20,589  
           Non-controlling interest   (83,847 )   (9,274 )   (603,379 )   (170,454 )
           Gain on issue by subsidiary of its own shares   (11,883 )   (3,834 )   (170,534 )   (23,584 )
           Gain on sale of subsidiary’s shares   (35,866 )       (69,852 )   (590,032 )
           Shares issued for services   19,063         25,334      
           Amortization   995         1,879      
     Changes in non-cash working capital items                        
           Amounts receivable   730     (2,259 )   1,325     (4,049 )
           Temporary investments       395,928          
           Prepaid expenses   4,979     (20,508 )   22,781     (15,472 )
           Accounts payable and accrued liabilities   39,845     (35,136 )   89,268     685  
Net Cash Used In Operating Activities   (400,654 )   93,917     (866,306 )   (591,799 )
Financing Activities                        
     Shares issued       1,875         7,500  
     Advances from (repayments to) related parties   82,778     (9,241 )   113,733     15,327  
     Proceeds from subsidiary’s shares issued   25,150     15,790     413,519     53,142  
     Subscriptions received   29,596         29,596      
Net Cash Provided by Financing Activities   137,524     8,424     556,848     75,969  
Investing Activities                        
     Proceeds on sale of subsidiary’s shares   36,325         36,325     593,145  
     Purchase of property and equipment   (1,337 )       (1,337 )    
Net Cash Provided by Investing Activities   34,988         34,988     593,145  
Effect of Exchange Rate Changes on Cash   (1,467 )   382     (9,596 )   447  
Increase (decrease) in Cash and Cash Equivalents   (229,609 )   102,723     (284,066 )   77,762  
Cash and Cash Equivalents - Beginning of Period   240,006     402,816     294,463     427,777  
Cash and Cash Equivalents - End of Period   10,397     505,539     10,397     505,539  
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
October 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 consolidated 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 six-month period ended October 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 and October 31, 2007   24,160,181   $  11,400,174  
  Less: treasury stock owned   (217,422 )   (43,485 )
  Balance issued and outstanding, April 30, 2007 and October 31, 2007   23,942,759   $  11,356,689  


Reg Technologies Inc.
Notes to the Interim Consolidated Financial Statements
October 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 October 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 October 31, 2007:


            Weighted  
            average  
      Number     exercise price  
      of stock options     $  
               
  Outstanding, April 30, 2007   1,125,000     0.27  
  Granted        
  Exercised        
  Outstanding, October 31, 2007   1,125,000     0.27  

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

      Exercise        
      Price     October 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 six-month periods ended October 31, 2007 and 2006.


Reg Technologies Inc.
Notes to the Interim Consolidated Financial Statements
October 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 six-month period ended October 31, 2007:


      Number of     Amount  
  Common shares issued:   shares     US$  
  Balance, April 30, 2007   26,919,208     5,892,176  
       Shares issued for services   18,000     23,400  
       Stock issued for cash pursuant to:            
             Options exercised   13,500     3,375  
             Warrants exercised   82,500     80,000  
             Private placement   611,950     570,662  
  Balance, October 31, 2007   27,645,158     6,569,612  

  [a]

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

     
  [b]

At October 31, 2007, Rand owned 2,783,416 shares of REGI. The Company owns 51% of Rand.

     
  [c]

A total of 1,857,000 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 3.65 years.

     
  [d]

As at October 31, 2007, 3,302,617 share purchase warrants were outstanding of which 2,530,667 may be exercised at a price of US$1.00 per share, and 771,950 may be exercised at a price of US$1.50 per share.

     
  [e]

During the six-month period ended October 31, 2007, REGI issued 13,500 common shares upon the exercise of options at US$0.25 per share for cash proceeds of US$3,375.

     
  [f]

During the six-month period ended October 31, 2007, REGI issued 18,000 common shares upon the exercise of options at US$1.30 per share for services rendered with a fair value of US$23,400.

     
  [g]

During the six-month period ended October 31, 2007, REGI issued 70,000 common shares upon the exercise of warrants at US$1.00 per share for cash proceeds of US$70,000.

     
  [h]

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

     
  [i]

During the six-month period ended October 31, 2007, REGI issued 611,950 units at US$1 per unit for proceeds of US$570,662, net commissions of US$41,288, 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 US$1.50 per share for a period of five years after the closing date.

     
  [j]

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

     
  [k]

During the six-month period ended October 31, 2007, REGI increased the number of authorized shares without par value to 100,000,000 shares.



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

5.

GAIN ON SHARES ISSUED BY SUBSIDIARY

   

During the periods ended October 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 on sale of subsidiary’s shares as follows:


      October 31,     October 31,  
      2007     2006  
      $     $  
  Gain due to ownership of new assets resulting from REGI shares issued   170,534     23,584  

6.

PROPERTY AND EQUIPMENT


                  October 31,     April 30,  
                  2007     2007  
            Accumulated     Net Book     Net Book  
      Cost     Amortization     Value     Value  
       $     $     $     $  
                           
  Computer hardware   6,632     1,671     4,961     4,618  
  Office furniture and equipment   8,849     1,621     7,228     8,113  
      15,481     3,292     12,189     12,731  

7.

RELATED PARTY TRANSACTIONS

     
[a]

At October 31, 2007, the Company is owed an aggregate of $42,321 (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 six-month period ended October 31, 2007, fees in the aggregate of $28,907 (2006 - $58,130) 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 six-month period ended October 31, 2007, rent of $6,222 (2006 - $6,942) was paid to a company having common officers and directors.

     
[d]

During the six-month period ended October 31, 2007, project management fees of $15,703 (2006 - $8,904) were paid to a company having common officers and directors.

     
[e]

During the six-month period ended October 31, 2007, administrative fees, consulting fees, and management and directors’ fees were paid to officers, directors and companies controlled by officers and directors totalling $32,378 (2006 - $119,606) 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
October 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 October 31, 2007, REGI US, Inc. had the following transaction:

       
[a]

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



EX-99.2 3 exhibit99-2.htm MANAGEMENT DISCUSSION AND ANALYSIS FOR THE SIX MONTHS ENDED OCTOBER 31, 2007 Filed by Automated Filing Services Inc. (604) 609-0244 - Reg Technologies Inc. - Exhibit 99.2

REG TECHNOLOGIES INC.

MANAGEMENT DISCUSSION AND ANALYSIS
DATED December 17, 2007

The following discussion of the results of operations of the Company for the quarter ended October 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.

As at October 31, 2007, the Company has a working capital deficit of $72,135 as compared to working capital of $328,193 as at April 30, 2007. For the six months ended October 31, 2007, the Company realized a net loss of ($394,212) or ($0.02) per share, as compared to net income of $190,518 or $0.01 per share for the six months ended October 31, 2006.

Selected Interim Information

The following information is derived from our interim financial statements for the six month period ended October 31, 2007 and 2006, and the most recently completed financial year ended April 30, 2007:




Six Months
Ended
October 31,
2007
Six Months
Ended
October 31,
2006

Year Ended
April 30,
2007
Net sales or total revenues $nil $nil $nil
Net income or (loss) 
         -    per share, basic 
         -    per share, diluted
(394,212) 190,518 (519,698)
(0.02) 0.01 (0.02)
(0.02) 0.01 (0.02)
     
       
Total assets 98,872 664,855 424,876
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 Interim Consolidated Financial Statements and Notes thereto included elsewhere herein. The Interim 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

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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 October 31, 2007 Rand Energy Group Inc. owes Reg Technologies $1,966,217 (April 30, 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.

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 six months ended October 31, 2007 (“2007”) as compared to the six months ended October 31, 2006 (“2006”)

The Company had consolidated net loss of $394,212 in 2007 as compared to consolidated net income of $190,518 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 non-controlling interest, with a decreased gain on sale of subsidiary’s shares. Gain on sale of subsidiary’s shares decreased by $520,180 to $69,852 in 2007 from $590,032 in 2006. Gain on issue by subsidiary of its own shares outside the consolidated group increased by $146,680 from $23,584 in 2006 to $170,534 in 2007. General and administrative expenses increased by $680,901 to $1,171,866 in 2007 from $560,965 in 2006. Non-controlling interest increased by $432,925 from $170,454 in 2006 to $603,379 in 2007. This net increase is a result of increased activities in the Company. Advertising increased by $48,103 to $97,233 in 2007 from $49,130 in 2006. Consulting fees increased by $34,004 to $47,105 in 2007 compared to $13,101 in 2006. Wages increased by $67,555 from $37,047 in 2006 to $104,602 in 2007. Stock-based compensation for 2007 was $231,084 compared to $19,471 in 2006. Travel and promotion increased to $102,543 in 2007 from $5,688 in 2006.

Financing Activities

The Company’s cash position as at October 31, 2007 was $10,397. 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 six months ended October 31, 2007, REGI U.S., Inc. issued 611,950 units at US$1.00 per unit for proceeds of US$570,662, net commissions of US$41,288. 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 US$1.50 per share for a period of five years. REGI U.S., Inc. also issued 96,000 common shares upon the exercise of options and warrants for cash proceeds of US$83,375.

During the quarter ended October 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.

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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.

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.

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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.

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.

On October 18, 2007 we announced the completion of a prototype, proof-of-concept pump suitable for supporting demonstration to potential customers. It proves performance that a RadMax™ Pump is a positive displacement device, capable of processing approximately twice its internal volume each revolution

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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
October 31, 2007 $nil (332,545) (0.01) (0.01)
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

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 $3.85 million at October 31, 2007. During the six months ended October 31, 2007, REGI U.S., Inc. issued 611,950 units at US$1.00 per unit for proceeds of US$570,662, net commissions of US$41,288. 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 US$1.50 per share for a period of five years. REGI U.S., Inc. also issued 96,000 common shares upon the exercise of options and warrants for cash proceeds of $83,375 and a further 18,000 common shares upon the exercise of options at US$1.30 per share for services rendered.

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 October 31, 2007, we financed our operations and received $556,848 by:

  (i)

net advances from companies affiliated with the President of the Company in the amount of $113,733. These amounts are unsecured, non-interest bearing and due on demand;

  (ii)

issuing shares by our subsidiary for $413,519;

  (iii)

receiving subscriptions by our subsidiary for common stock for $29,596.

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During the six months ended October 31, 2007, we used cash in the amount of $866,306 on operating activities as compared to $591,799 for the same period last year. We also generated cash of $34,988 from investing activities through the sale of our subsidiary’s shares in the open market for proceeds of $36,325, offset by the purchase of $1,337 of equipment.

Our cash position has decreased to $10,397 at October 31, 2007 as compared to $294,463 at April 30, 2007.

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 $10,397 (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 six-month period ended October 31, 2007, fees in the aggregate of $28,907 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 six-month period ended October 31, 2007, rent of $6,222 was paid to a company having common officers and directors.

     
  [c]

During the six month-period ended October 31, 2007, project management fees of $15,703 were paid to a company having common officers and directors.

     
  [d]

During the six-month period ended October 31, 2007, administrative fees, consulting fees, and management and directors’ fees were paid to officers, directors and companies controlled by officers and directors totalling $32,378 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 October 31, 2007, the Company incurred the following for a total of $44,998:

  (i)

prototype design and construction for $12,051;

  (ii)

project overhead for $50,734

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.

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There were no Preferred shares nor Class A non-voting shares issued and outstanding. As at October 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 October 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 October 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-99.3 4 exhibit99-3.htm FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS - CEO Filed by Automated Filing Services Inc. (604) 609-0244 - Reg Technologies Inc. - Exhibit 99.3

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 October 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: December 17, 2007

                "John Robertson"                                  
John Robertson, President
Reg Technologies Inc.


EX-99.4 5 exhibit99-4.htm FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS - CFO Filed by Automated Filing Services Inc. (604) 609-0244 - Reg Technologies Inc. - Exhibit 99.4

Form 52-109F2 Certification of Interim Filings

I, James 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 October 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: December 17, 2007

                "James Vandeberg"                                                
James Vandeberg, Chief Financial Officer
Reg Technologies Inc.


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