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

FORM 20-F

[   ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 -

For the fiscal year ended April 30, 2006

OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-24342

REG TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)

British Columbia, Canada
(Jurisdiction of incorporation or organization)

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

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

Indicate by check mark if the registration is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act
[   ] Yes [ X ] No

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None

Indicate the number of outstanding shares of each of the issuer's class of capital or common stock
as of the close of the period covered by the annual report.

Title of Each Class	Outstanding at April 30, 2006
Common Shares, no par value	23,899,009
Preferred Shares, $1.00 par value	none
Class A, no par value	none

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [   ] No [X]

Indicate by check mark whether the registrant is a large accelerated filer, or a non-accelerated filer. See definition of
“accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [   ]      Accelerated file [   ]      Non-accelerated filer [X]

Indicate by check mark which financial statement the registrant has elected to follow.
Item 17. [X]   Item 18. [   ] 

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TABLE OF CONTENTS

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

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ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	34
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	34
ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	34
PART III		34
ITEM 17.	FINANCIAL STATEMENTS	34
ITEM 18.	FINANCIAL STATEMENTS	34
ITEM 19.	EXHIBITS	34
SIGNATURE PAGE		38

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Foreign Private Issuer Status

Foreign Private Issuer Status:

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

PART I

ITEM 1.           IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

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

ITEM 2.           OFFER AND STATISTICS AND EXPECTED TIMETABLE

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

ITEM 3.           KEY INFORMATION

A.           SELECTED FINANCIAL DATA

The summary consolidated financial information set forth below should be read in conjunction with, and is qualified in its entirety by reference to, the Consolidated Financial Statements, as of and for the years ended April 30, 2006 and 2005, together with the notes thereto, which appear elsewhere in this annual report. The Consolidated Financial Statements as of and for the years ended April 30, 2006 and 2005 have been audited by Smythe Ratcliffe and Manning Elliott, respectively. The Consolidated Financial Statements are prepared in accordance with Canadian GAAP. See Note 11 of the Notes to Consolidated Financial Statements for a reconciliation to U.S. GAAP.

The selected financial data set forth in the following table is expressed in Canadian dollars. Since June 1, 1970, the Government of Canada has permitted a floating exchange rate to determine the value of the Canadian dollar as compared to the United States dollar. At April 28, 2006, US$1.00 was equal to approximately C$1.1203. The exchange rates for the past five fiscal years ended April 30, are presented below.

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

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Fiscal Years Ended April 30

	2006	2005	2004	2003	2002
Net sales or operating revenues	-	-	-	-	-
Income (loss) from operations	1,835,048	(397,692)	(59,924)	(63,869)	165,989
Income (loss) from continuing	1,835,048	(397,692)	(59,924)	(63,869)	165,989
operations
Net income (loss)	1,033,398	(397,692)	(59,924)	(63,869)	165,989
Net income (loss) from	(0.08)	(0.02)	-	-	(0.01)
operations per share
Income (loss) from continuing	(0.08)	(0.02)	-	-	(0.01)
operations per share
Total assets	500,056	191,587	210,882	210,477	253,364
Net assets	375,207	(108,185)	(57,331)	(583,285)	(838,674)
Capital stock (excluding long	11,343,564	11,038,596	11,011,046	10,467,921	10,467,921
term debt and redeemable
preferred stock)
Number of shares as adjusted to	23,899,009	22,252,970	22,101,470	17,078,371	17,078,371
reflect changes in capital
Dividends per share	-	-	-	-	-
Diluted net income per share	-	-	-	-	-

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

Currencies and Exchange Rates:

We publish our financial statements in Canadian dollars. Unless otherwise indicated, monetary amounts referred to in this annual report are in Canadian dollars. Unless otherwise indicated, all translations from Canadian dollars to US dollars have been made at a rate of CDN$ 1.1203 to US$ 1.00, the noon buying rate as certified for customs purposes by the Federal Reserve Bank of New York (the "Noon Buying Rate") on April 28, 2006. We do not represent that Canadian dollar or US dollar amounts could be converted into US dollars or Canadian dollars, as the case may be, at any particular rate, the rates below or at all. On September 28, 2006, the Noon Buying Rate was CDN$ 1.1108 to US$ 1.00. The following table sets forth noon buying rate for US dollars in New York City for cable transfers in Canadian dollars as certified for customs purposes by the Federal Reserve Bank of New York for the periods indicated:

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

Month	Year	High (CAD$)	Low (CAD$)
May	2006	1.1232	1.0989
June	2006	1.1241	1.0991
July	2006	1.1309	1.1112
August	2006	1.1312	1.1078

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

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Year	Average	Low/High	April 30
2006	1.1863	1.1203 / 1.2703	1.1203
2005	1.2702	1.1775/1.397	1.2568
2004	1.344	1.269/1.4221	1.3711
2003	1.5388	1.4336/1.5963	1.4663
2002	1.5671	1.5102/1.6128	1.5681

B.           CAPITALIZATION AND INDEBTEDNESS

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

C.           REASON FOR THE OFFER AND USE OF PROCEEDS

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

D.           RISK FACTORS

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

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

We have reported losses in each year since its inception. At April 30, 2006, we had an accumulated deficit of ($11,561,401) in accordance with U.S. GAAP. Our history consists almost entirely of development of its products funded entirely from the sale of our Common Stock in the absence of revenues. We anticipate that it will continue to incur substantial additional operating losses for at least the next 12 months and expects cumulative losses to increase as our development efforts expand.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ITEM 4.           INFORMATION ON THE COMPANY

A.           HISTORY AND DEVELOPMENT

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

Our authorized capital consists of 65,000,000 shares consisting of 50,000,000 common shares without par value, 10,000,000 preferred shares with a par value of $1.00 per share and 5,000,000 class "A" non-voting shares without par value. Of the 50,000,000 common shares without par value, 23,899,009 shares were issued and outstanding as of April 30, 2006 and 24,135,181are outstanding as at September 26, 2006. There are no Preferred or Class "A" Shares currently outstanding. All the Issuer's outstanding shares are Common Shares. They are not subject to any future call or assessment and they all have equal voting rights. There are no special rights or restrictions of any nature attached to any of the shares and they all rank equally, as to all benefits that might accrue to the holder thereof.

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

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

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

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

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

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

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

Under an agreement dated April 27, 1993, between ourself, REGI, Rand Cam-Engine Corporation and James L. McCann (the "Agreement"), Rand Cam-Engine Corporation agreed to sell to us 330,000 shares of REGI, representing a further 11% interest in REGI. In consideration for a controlling interest in REGI, we agreed to pay Rand Cam-Engine Corporation $50,000, issue 600,000 shares of our Common Stock (the "Purchase Price") and grant a participating royalty to a maximum amount of $10,000,000, ("Participating Royalty").

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

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

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

REGI U.S., INC.

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

The Company is in the business of developing and commercially exploiting an improved axial vane type rotary engine known as the Rand Cam™/Direct Charge Engine and other RandCam™ applications, such as compressors and pumps (the “Technology”). The world-wide marketing and intellectual rights, other than the U.S., are held by Rand Energy Group Inc. (a Canadian subsidiary 51% owned by the Company) which controls REGI US, Inc. (a U.S. public company). REGI US, Inc. owns the U.S. marketing and intellectual rights. Rand Energy Group Inc. and REGI US, Inc. have a project cost sharing agreement whereby these companies each fund 50% of the development of the Technology. As at April 30, 2006 Rand Energy Group Inc. owes Reg Technologies $2,803,664 which will be fully repaid prior to royalty obligations due as discussed in Note 9(a) and prior to dividends being paid to the owners of Rand Energy Group Inc.

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

REGI is controlled through irrevocable voting trusts with other affiliated companies giving the Company the ability to control 50% of the voting shares of REGI US, Inc.

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

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B.           BUSINESS OVERVIEW

Nature of the Company’s Operations

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

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

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

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

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

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

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

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PRODUCTS AND PROJECTS

Rand Cam Technology

Gasoline and Diesel Engine

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

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

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

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

On January 24, 2006 REGI announced the completion of several continuous successful combustion tests at 245 RPM on the new version of the Rand Cam™ engine. Several spin tests were conducted initially up to 800 RPM on the new modified version of the Rand Cam™ engine. An insignificant amount of wear on the engine has been confirmed during the months of December 2005, and January 2006.

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

Compressor

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

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

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

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

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

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

Ceramic Rand Cam^TM Engine

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

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

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

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

On February 14, 2006 the 125 H.P. RadMax™ engine was received by REGI from Radian Milparts and will be tested by the Company’s rotary engine specialist. The 125 H.P. RadMax™ engine is the improved version of the 42 H.P. RadMax™ engine, which focused on eliminating leak paths and was designed for maintainability.

In March 2006 we announced that final modifications, which were successfully implemented on the 42 H.P Rand Cam™, were being completed by Ebco Industries, for the 125 H.P. version of the RadMax™ engine. The modifications will be completed during 2006 and an extensive testing program will

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commence. The 125 H.P. RadMax™ engine has been thoroughly designed with advanced sealing methods by Radian Milparts, which will be the production model for presentation to several major companies interested in licensing the technology from REGI U.S., Inc. The testing will consist of endurance to determine wear and tear, and maintenance factors /hydrocarbons /calculations and fuel efficiency using a state-of-the-art computerized fuel injection system.

Rand Cam™ Generator and Fuel Cell Technology

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

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

The Company entered into a Distributors Agreement dated June 29, 2005, with ANUVU Incorporated with an option to acquire exclusive rights to distribute the ANUVU Fuel Cell technology for Canada and Europe. The Company’s affiliate, REG, paid $200,000 to exercise a portion of the option agreement and acquire the Canadian rights on behalf of the Company. During the year ended April 30, 2006 , the Company assigned the distribution rights to Reg Tech and recovered $200,000 of research and development expenses.

Description of the Markets in Which the Company Competes

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

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

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

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Seasonality

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

Availability of Raw Materials

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

Marketing Strategy

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

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

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

The Company is currently developing and testing the 42 HP diesel engine and the 125 HP diesel engine. The following marketing activities are all currently underway:

GENERATOR AND FUEL CELL - We entered into an exclusive distributor agreement with Anuvu Incorporated to build a working fuel cell model prototype for a vehicle for demonstration purposes in Canada and Europe for Reg Technologies, Inc.

Dependence on Certain Commercial Agreements

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

Patents and Licenses

Patents

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

The RC/DC Engine is composed basically of a disk shaped rotor with drive shaft, which turns, and the

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

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

Royalty Payments

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

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

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

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

Competition and Alternative Technologies

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

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

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

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

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

The development of our business and its ability to maintain its competitive and technical position has

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depended and will depend, in part, upon its ability to attract and retain qualified scientific, engineering, managerial and manufacturing personnel.

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

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

Material effects of Government

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

C.           ORGANIZATIONAL STRUCTURE

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

D.           PROPERTY, PLANT AND EQUIPMENT

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

ITEM 5.           OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto included elsewhere herein. The Consolidated Financial Statements have been prepared in accordance with Canadian GAAP. See Note 11 to the consolidated financial statements for a reconciliation to U.S. GAAP. The following discussion is derived from the U.S. GAAP reconciliation.

A.           OPERATING RESULTS

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

As a development stage company, we devote most of our activities to establishing our business. Planned

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principal activities have not yet produced significant revenues and we have a working capital deficit. We have undergone mounting losses to date totaling $11,561,401 and further losses are expected until we complete a licensing agreement with a manufacturer and reseller. We have working capital of $375,207. These factors raise substantial doubt about our ability to continue as a going concern. Our ability to emerge from the development stage with respect to our planned principal business activity is dependent upon our successful efforts to raise additional equity financing, receive funding from affiliates and controlling shareholders, and develop a market for our products.

Continuing Operations

Fiscal Year Ended April 30, 2006 compared to Fiscal year Ended April 30, 2005

Results of Operations

Results of operations was a net loss of $1,033,000 ($0.01 per share) for 2006 as compared to net loss of $398,000 ($0.01 per share) for 2005.

No revenues from the sale or licensing of any technology were realized in 2006 or 2005.

In 2006, the Company recognized a gain of $332,000 as a result of its subsidiary issuing shares outside the consolidated group for cash proceeds of $1,242,000 which resulted in a disposition of 2.3% of its ownership in this subsidiary. General and administrative expenses increased by $902,000 to $1,574,000 in 2006 from $672,000 in 2005. This increase is a result of increases in investor relations/consulting and management and directors’ fees of $329,000 as well as increases in office, rent, automobile, professional fees, stock based compensation, transfer agent fees, travel and wages of $282,000 to $603,000 in 2006 from $321,000 in 2005. During 2006, the Company expensed $144,000 of research and development expenses as they were incurred to general and administrative expense compared to $Nil in 2005. In 2006, the Company recorded an impairment loss for the costs of distribution rights for the Anuvu fuel cell technology of $245,356. In 2005, the Company wrote off prototype research and development costs of $8,545,324 and patent costs of $221,830 in accordance with current generally accepted accounting principles, due to the uncertainty about future cash flows from the technology.

In 2005, the Company recognized a gain of $383,000 as a result of its subsidiary issuing shares outside the consolidated group for cash proceeds of $426,000, which resulted in a deemed disposition of 9.4% of its ownership in the subsidiary.

The Company issued 1,496,039 common shares for $262,468 cash during the year.

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

Results of Operations

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

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

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

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

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

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

Results of Operations

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

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

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

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

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

B.           LIQUIDITY AND CAPITAL RESOURCES

LIQUIDITY AND CAPITAL RESOURCES

n 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 $6.4 million at August 28, 2006. During the fiscal year ended April 30, 2006 REGI U.S., Inc. closed a private placement offering for subscriptions of 1,500,800 units of REGI at a purchase price of US$0.60 per unit, for total cash proceeds of US$880,908. Each unit consists of one common share of REGI and one-half non-transferable share purchase warrant. Each two one-half warrants may be exercised within one year of the date of issuance to the purchaser at a price of US$0.80 and US$1.00 per share within the second year of issuance.

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

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

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Fiscal Year Ended April 30, 2006 compared to Fiscal year Ended April 30, 2005

During the fiscal year ended April 30, 2006, we financed our operations and received $1,430,000 by:

(i)	net repayment of financial support to companies affiliated with the President of the Company in the amount of $114,626. These amounts are unsecured, non-interest bearing and due on demand;
(ii)	issuing capital stock for $262,468;
(iii)	receiving subscriptions for $4,452;
(iv)	receiving proceeds from issuing of subsidiary’s capital stock for $1,278,188;

During the fiscal ended April 30, 2006, we used cash in the amount of $1,544,000 on operating activities as compared to $628,000 for the same period last year through:

(i)	payment of consulting services and investor relations for $936,000;
(ii)	payment of management and directors fees for $44,000;
(iii)	payment of professional fees for $118,000;
(iv)	payment of transfer agent and filing fees for $21,000;
(v)	payment of travel and promotion for $80,000;
(vi)	payment of wages and benefits for $18,000;
(vii)	payment of other general and administrative expenses for $327,000

During the fiscal year ended April 30, 2006, we received $391,000 cash from investing activities by:

(i) receiving proceeds from sale of subsidiary’s shares for $391,000.

Our cash position has increased to $427,777

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

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

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

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

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

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

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

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

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

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

During the last two fiscal years, excluding foreign exchange adjustment, we spent $144,000 on research and development. During the last year, the majority of the costs were paid directly toward the building of the 42 horsepower prototypes by Radian Milparts and by Advanced Ceramics for the 10 horsepower ceramic engine for unmanned aerial applied uses.

D.           TREND INFORMATION

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

E.           OFF-BALANCE SHEET ARRANGEMENTS

There are no known significant off-balance sheet arrangements other than those disclosed in this Form 20-F and in our audited consolidated financial statements for the year ended April 30, 2006.

F.           TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

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

Contractual Obligations	Year	Expenditure Commitment	Number of Shares
(1)	2004	$ -	-
(1)	2005	$ -	-
(1)	2006	$ -	-

(1)    refer to note 9 to the financial statements

G.           Safe Harbor

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

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

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"predict" and similar expressions are also intended to identify forward-looking statements.

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

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

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

ITEM 6.           DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.           DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

As of April 30, 2006, our Board of Directors consisted of four Directors, two of whom are independent (or “outside”) non-executive Directors. The following table provides certain information about the members of our Board of Directors as of April 30, 2006.

Name	Position with Registrant	Term of Office	Office Held Since
John G. Robertson	President, Secretary and Director	Annual Shareholders Meeting for fiscal 2006	1982
Jennifer Lorette	Director	Annual Shareholders Meeting for fiscal 2006	2001
James Vandeberg	Chief Financial Officer and Director	Annual Shareholders meeting for fiscal 2006	2003
Susanne Robertson	Director	Annual Shareholders meeting for fiscal 2006	1984

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

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

John G. Robertson, Richmond, B.C. Since October 1984, Mr. Robertson has been President and a Director of our Company. He is also the Chairman of the Board, founder and a director of Linux G old Corp. since its inception. Mr. Robertson has been the Chairman, President and Chief Executive Officer of REGI U.S., Inc., an Oregon corporation traded on the OTC bulletin board, since July 1992, a U.S. public company engaged in the development of a rotary engine/compressor (“Rand Cam Engine”) and hydrogen separator technology. REGI U.S. is ultimately controlled by Reg Technologies Inc. Mr. Robertson has been the President and Principal Executive Officer and a Director of IAS Communications, Inc. since its formation in December 1994, a U.S. public company which is developing and marketing proprietary antenna technology. Since June

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1997 Mr. Robertson has been President, Principal Executive Officer and a Director of Information Highway.com, Inc., a Florida corporation which is inactive. Mr. Robertson is also the President and founder of Teryl Resources Corp., a British Columbia company trading on the TSX Venture Exchange involved in mineral exploration. Since May 1977 Mr. Robertson has been President and a member of the Board of Directors of SMR Investments Ltd., a private British Columbia corporation engaged in management of public companies. Mr. Robertson is also the President and Director of the following private companies: JGR Petroleum, Inc., BlueCrow Internet Co. Ltd., 394754 B.C. Ltd., dba SOVO Computer Centre, Pavlik Travel Services Ltd., World Tel-Internet (Toronto) Ltd., International Diamond Syndicate Ltd., Argon Investment Corporation, and Airstream Communications, Inc. Mr. Robertson is a citizen and resident of Canada.

Jennifer Lorette, Richmond, B.C. - Since April 1994, Ms. Lorette has been Vice President of Administration for Reg Technologies, Inc., and became a director in 2000. Ms. Lorette is a director of Linux Gold Corp., a British Columbia company traded on the OTC BB, and has held several positions with it since June 1994, most recently as its Vice President and Secretary. Also since June 1994 Ms. Lorette, has been Vice President of REGI U.S., Inc., an Oregon corporation traded on the OTC bulletin board. REGI U.S. is ultimately controlled by Reg Technologies Inc. Since June 1997 Ms. Lorette has been Secretary/Treasurer, and a Director of Information Highway.com, Inc., a Florida corporation traded which is inactive. Ms. Lorette is a founder, and has been Secretary/Treasurer of IAS Communications, Inc. since February 1995. Since November 1997 Ms. Lorette has been Vice President of Teryl Resources Corp., a public company trading on the TSX Venture Exchange involved in gold, diamond, and oil and gas exploration. She also became a director in February 2001. Ms. Lorette is a citizen and resident of Canada.

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

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

B.           COMPENSATION

During the year ended April 30, 2006, the aggregate cash compensation (including salaries, fees, directors' fees, commissions, bonuses paid for services rendered, and any compensation other than bonuses earned during the fiscal year, the payment of which was deferred) paid to such executive officers as a group by us and our subsidiaries for services rendered was $229,404. Related company advances were $46,681. Total compensation paid to all employees was $95,462.

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

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1999.

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

During fiscal 2006, $30,000 US was paid to Access Information Systems, Inc., which is owned and controlled by the Robertson Family Trust, the beneficiary of which is Kelly Robertson, daughter of John G. Robertson. Mr. Robertson is one of three trustees of the Robertson Family Trust, which acts by the majority vote of the three trustees, for project management services.

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

No monies were set aside or accrued by us during the fiscal year ended April 30, 2006 to provide pension, retirement or similar benefits for our officers or directors.

During the fiscal year ended April 30, 2006, we did not grant any long-term incentive plans awards to any of our executive officers, directors or employees.

Additional detailed information regarding compensation was included in the Information Circular for our 2006 annual general meeting, which is scheduled to be held on October 23, 2006.

During the fiscal year ended April 30, 2006, 750,000 new stock options were granted, 768,750 stock options were exercised and no stock options expired pursuant to stock option plans.

Total options currently exercisable at the date of this 20-F are 1,150,000. Of the total amount:

• 750,000 are exercisable at $0.30 per share expiring October 20, 2010
• 125,000 are exercisable at $0.30 per share expiring September 18, 2008;
• 250,000 are exercisable at $0.19 per share expiring March 4, 2009; and
•   25,000 are exercisable at $0.14 per share expiring April 8, 2009.

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

NAME OF OPTIONEE	NUMBER OF OPTIONS	EXERCISE PRICE	EXPIRY DATE
John Robertson	750,000	$0.30	October 20, 2010
Jennifer Lorette	50,000	$0.30	September 18, 2008
	25,000	$0.14	April 8, 2009
Susanne Robertson	250,000	$0.19	March 4, 2009
James Vandeberg	37,500	$0.30	September 18, 2008
TOTAL HELD AS A GROUP:	1,125,000

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

NAME OF OPTIONEE	NUMBER OF OPTIONS	EXERCISE PRICE	EXPIRY DATE
Arnie Winrob	25,000	$0.30	September 18, 2008
Monique Van Oord	12,500	$0.30	September 18, 2008
TOTAL:	37,500

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C.           BOARD PRACTICES

Under section 224 of the Business Corporations Act, S.B.C. 2002, c. 57, the directors of a company must, at their first meeting on or after each annual reference date, elect an audit committee, to hold office until the next annual reference date. The audit committee must be composed of at least 3 directors, and a majority of the members of the committee must not be officers or employees of the company or of an affiliate of the company. The members must elect a chair from among their number and determine their own procedures. The auditor of a company must be given reasonable notice of, and has the right to appear before and to be heard at each meeting of the company’s audit committee and must appear before the audit committee when request to do so by the committee and after being given reasonable notice to do so. Our Board of Directors established an Audit Committee which members consisting of James Vandeberg, Susanne Robertson and Jennifer Lorette.

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

D.           EMPLOYEES

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

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

As of April 30, 2006, five part-time contractors were employed. Many of our legal, accounting, marketing and administrative functions are contracted out to consultants.

E.           SHARE OWNERSHIP

The following table sets forth the ownership of our common shares by our Directors and Officers as at September 26, 2006:

Shareholder	Number of shares issued and outstanding	Percentage ownership (1)
John G. Robertson (2)	3,320,229	13.7%
Jennifer Lorette (3)	83,400	*
Susanne Robertson (4)	4,905,728	20.3%
James Vandeberg (5)	50,000	*

(1)	As at September 28, 2006, there were 24,135,181issued and outstanding common shares.
(2)	Includes 1,188,530 shares registered in the name of and beneficially owned by Access Information Services, Inc., a Washington corporation which is owned and controlled by the Robertson Family Trust, the beneficiary of which is Kelly Robertson, daughter of John G. Robertson. Mr. Robertson is one of three trustees of the Robertson Family Trust, which acts by the majority vote of the three trustees. Mr. Robertson disclaims beneficial ownership of the shares owned or controlled by the Robertson Family Trust. It also includes 750,000 stock options which are currently exercisable and in-the-money.
(3)	Includes 75,000 stock options which are currently in-the-money.
(4)	SMR Investments Ltd., a company wholly-owned by Susanne Robertson, is the beneficial owner of 3,497,807 common shares representing 14.4% of our outstanding common shares. This amount also includes 250,000 stock options which are currently exercisable and in-the-money, and 541,956 share purchase warrants.
(5)	Includes 37,500 stock options which are currently exercisable.

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

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

ITEM 7.           MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.           MAJOR SHAREHOLDERS.

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

As of September 26, 2006, 24,135,181 Common Shares were outstanding. At such date, and to the knowledge of our directors and senior officers, no person beneficially owned shares carrying more than 10% of the voting rights attached to all our shares, other than those persons set out above.

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

B.           RELATED PARTY TRANSACTIONS.

Under a three-year Management Agreement entered into on May 1, 1996 between us and SMR Investments Ltd., and approved by the TSX Venture Exchange, SMR, a private company owned by Susanne M. Robertson, one of our directors and wife of John G. Robertson, receives $2,500 per month for management services provided to us. This contract has been renewable annually after the initial term ended May 1, 1999. Accordingly, SMR incurred management fees of $30,000 in each of fiscal years 2006, 2005 and 2004.

A director's fee of $12,000 was paid to John G. Robertson, our President, during each of fiscal years 2006, 2005 and 2004.

We had related party advances outstanding of $46,681at the April 2006 year-end, compared to $164,267 at the end of our previous fiscal year. These were unsecured, non-interest bearing and with no fixed terms of repayment.

During the fiscal year ended April 30, 2006 there was no material direct or indirect interest by our directors and officers, any shareholder who beneficially owns more than 10% of our common shares, or any known associate or affiliate of these persons in any transactions or proposed transaction which has or would materially affect us.

At no time during the fiscal year ended April 30, 2006 has any director, senior officer, proposed nominee for election, nor any associate of such persons been indebted to us or our subsidiaries, other than routine indebtedness. Refer to Note 8 of the financial statements for the years ended April 30, 2006 and 2005.

C.           INTERESTS OF EXPERTS AND COUNSEL.

Not applicable.

ITEM 8.           FINANCIAL INFORMATION

A.           CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

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

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Legal Proceedings

We are not a party to any material legal proceedings.

Dividend Distribution Policy

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

B.           SIGNIFICANT CHANGES

None.

ITEM 9.           THE OFFER AND LISTING

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

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

		TSX Venture		OTC BB*
		High	Low	High	Low
		Cdn. $	Cdn. $	U.S. $	U.S. $
				High-Bid*	Low-Bid*
2004
	1st Quarter ended July 31/03	0.17	0.04	0.165	0.03
	2nd Quarter ended October 31/03	0.40	0.15	0.27	0.07
	3rd Quarter ended January 31/04	0.27	0.17	0.18	0.12
	4th Quarter ended April 30/04	0.22	0.14	0.14	0.11
2005
	1st Quarter ended July 31/04	0.265	0.13	0.14	0.06
	2nd Quarter ended October 31/04	0.295	0.185	0.19	0.12
	3rd Quarter ended January 31/05	1.01	0.185	1.06	0.15
	4th Quarter ended April 30/05	0.80	0.34	0.60	0.26
2006
	1st Quarter ended July 31/05	0.50	0.355	0.401	0.26
	2nd Quarter ended	0.49	0.33	0.361	0.29

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October 31/05
3rd Quarter ended January 31/06	0.43	0.25	0.36	0.20
4th Quarter ended April 30/06	0.86	0.245	0.75	0.20

_________
*Prices for the OTC BB are in US$

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

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

	TSX Venture		OTC BB*
	High	Low	High	Low
	Cdn. $	Cdn. $	U.S. $	U.S. $
			High-Bid*	Low-Bid*
Month
March	0.41	0.245	0.33	0.20
April	0.86	0.28	0.75	0.221
May	0.75	0.46	0.65	0.25
June	0.76	0.56	0.671	0.45
July	0.90	0.70	0.79	0.58
August	0.80	0.61	0.671	0.55
September	0.70	0.45	0.553	0.40

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

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

ITEM 10.           ADDITIONAL INFORMATION

A.           SHARE CAPITAL

Not applicable.

B.           MEMORANDUM AND ARTICLES OF ASSOCIATION

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

C.           MATERIAL CONTRACTS

The Company entered into a Distributors Agreement dated June 29, 2005, with ANUVU Incorporated with an option to acquire exclusive rights to distribute the ANUVU Fuel Cell technology for Canada and Europe. We paid $200,000 to exercise a portion of the option agreement and acquire the Canadian rights on behalf of the Company. During the year ended April 30, 2006 , REGI U.S., Inc. assigned the distribution rights to us and recovered $200,000 of research and development expenses.

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D.           EXCHANGE CONTROLS.

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

There are no limitations under the laws of Canada, the Province of British Columbia or in the charter or any other constituent documents of the Company on the right of foreigners to hold or vote our shares. However, under the provisions of the Investment Canada Act, when control of a Canadian business is acquired by a non- Canadian, the transaction may be reviewable in certain circumstances by Investment Canada, an agency of the federal government of Canada. Reviewable transactions are those in which a non-Canadian acquires the assets of a Canadian business or the voting shares of a Canadian corporation the value of which assets or shares exceeds $5 million (Canadian). Also, certain transactions are specifically exempted from review.

E           TAXATION.

Withholding

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

Capital Gains

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

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

F.           DIVIDENDS AND PAYING AGENTS

Not applicable.

G.           STATEMENT BY EXPERTS.

Not applicable.

H.           DOCUMENTS ON DISPLAY.

We filed a registration statement on Form 20-F filed the Securities and Exchange Commission in Washington, D.C. (Registration No. 000-30084) on June 15, 1994, which became effective August 15, 1994. The

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Registration Statement contains exhibits and schedules. Any statement in this annual report about any of our contracts or other documents is not necessarily complete. If the contract or document is filed as an exhibit to the Registration Statement, the contract or document is deemed to modify the description contained in this annual report. You must review the exhibits themselves for a complete description of the contract or documents.

You may inspect and copy our registration statements, including their exhibits and schedules, and the reports and other information we file with the Securities and Exchange Commission in accordance with the Exchange Act at the public reference facilities maintained by the Securities and Exchange Commission at Judiciary Plaza, 450 Fifth Street, Room 1024, N.W., Washington, D.C. 20549 and at the regional offices of the Securities and Exchange Commission located at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. You may also inspect the registration statements, including their exhibits and schedules, at the office of the New York Stock Exchange, Wall Street, New York, New York 10005. Copies of such material may also be obtained from the Public Reference Section of the Securities and Exchange Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. You may obtain information regarding the Washington D.C. Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330 or by contacting the Securities and Exchange Commission over the Internet at its website at http://www.sec.gov.

I.           SUBSIDIARY INFORMATION.

REGI U.S., Inc. ("REGI U.S.") is a 12.0% owned U.S. subsidiary of Rand Energy Group Inc. which is in turn controlled through 51% ownership by us. REGI trades its shares on the OTC BB under the symbol RGUS. Refer to Exhibit 3 outlining our subsidiary structure.

ITEM 11.           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 12.           DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

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PART II

ITEM 13.           DEFAULTS, DIVIDEND ARREARAGES AND DELIQUENCIES

None.

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

A.           MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS

None.

B.           USE OF PROCEEDS.

Not applicable

ITEM 15.           CONTROLS AND PROCEDURES

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

Changes in Internal Controls over Financial Reporting.

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

ITEM 16.           [RESERVED]

ITEM 16A.        AUDIT COMMITTEE FINANCIAL EXPERT

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

ITEM 16B.        CODE OF ETHICS

We have not adopted a formal written code of ethics given our relatively small size, whereby we had no employees in 2006.

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

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ITEM 16C.        PRINCIPAL ACCOUNTANT FEES AND SERVICES The following table discloses accounting fees and services of the Registrant: (Stated in terms of Canadian dollars)

	2006	2005
Type of Services Rendered	Fiscal Year	Fiscal Year
	(CAD$)	(CAD$)

(a) Audit Fees	13,375	19,720
(b) Audit-Related Fees	-	-
(c) Tax Fees	-	2,000
(d) All Other Fees	-	-

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

No disclosure required.

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

No disclosure required.

PART III

ITEM 17.           FINANCIAL STATEMENTS

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

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

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

ITEM 18.           FINANCIAL STATEMENTS

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

ITEM 19.           EXHIBITS

(a) The following consolidated financial statements, together with the report of Smythe Ratcliffe for fiscal 2006 and Manning, Elliott for fiscal 2005, on the annual financial statements referred to below, are filed as part of this annual report, and are included immediately following the text of this 20-F:

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

Number	Description
1.1	Articles of Incorporation with Bylaws dated October 6, 1982	(1)
1.2	Certificate of Name Change and Special Resolution dated February 23, 1993	(1)
1.3	Memorandum and articles of incorporation amended effective April 5, 2005	(9)
2.1	Special rights and restrictions attaching to the Common Shares without par value and the Class A non-voting shares without par value. Special resolution dated November 25, 1985	(1)
4. (a) 1	Contract among the Company, Rand Technologies Corp. and Rand Energy Group Inc. regarding formation of Rand Energy Group Inc. and arrangement of various inter- related matters, dated March 28, 1990	(1)
4. (a) 2	Energy Group Acquisition Agreement among the Company, Rand Cam- Engine Corporation, James L. McCann and Rand Energy Group Inc. regarding acquisition of technology, and rights to the Rand Cam-Engine, dated March 28, 1990	(1)
4. (a) 3	Contract among the Company, Rand Cam-Engine Corporation Rand Energy Group Inc. and James L. McCann regarding arrangement of various inter- related matters concerning issuance of shares, payments, royalties, etc., dated July 30, 1992	(1)
4. (a) 4	Agreement with Center for Industrial Research Applications (CIRA) regarding Year 2: Engine Refinement and Testing on the Rand-Cam Engine	(1)
4. (a) 5	Research & Development Agreement Between Members of the Consortium of Reg Technologies Inc., Rand Energy Group Inc., Hercules Incorporated and The West Virginia University Research Corporation, dated May 10, 1994	(1)
4. (a) 6	Agreement dated October 31, 1995 between the Company and REGI U.S., Inc. regarding assignment of Machine Vision Technology agreement with Integral Vision Systems, Inc.	(2)
4. (a) 7	Cooperative Agreement between the Company and Global Aircraft Corporation regarding NASA General Aviation Propulsion Program	(3)
4. (a) 8	Agreement dated June 22, 1997 between John Weston and the Company regarding the acquisition of rights to Air/Vapour Flow Systems by the Company from Weston	(4)
4. (a) 9	Agreement dated September 23, 1997 between the Company, REGI U.S., Inc. and SMR Investments Ltd. regarding the assignment of the above agreement by the Company to REGI and SMR pending regulatory approval of the original agreement	(4)

- 35 -

4. (a) 10	Agreement dated December 31, 1997 between the Company REGI U.S., Inc. and SMR Investments Ltd. regarding the Canadian rights to the AVFS and repayment of advances to Weston by SMR	(4)
4. (a) 11	Joint Venture Agreement dated July 28, 1998 between REGI U.S., Inc and Trans Air Manufacturing Corporation regarding development and manufacturing of a prototype Bus Compressor	(4)
4. (a) 12	Agreement dated August 5, 1998 between the Company and T.W. Blasingame Company, Inc. (Blasingame) regarding the licensing of certain Rand Cam/Direct Charge Engine manufacturing rights to Blasingame and licensing of certain rights to the "Vane Restraint Mechanism" by Blasingame to the Company	(5)
4. (a) 13	Cooperative and Licensing Agreement dated December 14, 1998 between the Company, REGI U.S., Inc. Rand Energy Group, Inc. USA and Global Aircraft Corporation regarding the NASA SBIR Phase I Contract for development of the Rand-Cam Diesel Aircraft Engine	(5)
4. (a) 14	Agreement made as of October 27, 2000 with GHM Inc. regarding 50% interest in the rights to the hydrogen separator technology	(7)
4. (a) 15	Agreement between Radian, Inc., Reg Technologies Inc., REGI U.S., Inc. and Rand Energy Group Inc. made as of April 24, 2002	(8)
4. (a) 16	Agreement between REGI and Advanced Ceramics Research dated March 20, 2002	(8)
4. (a) 17	Agreement between REGI U.S, Inc. and Reg Technologies Inc. and Anuvu Incorporation dated June 29, 2005	(9)
4. (b) 1	Management Agreement between the Company and SMR Investments Ltd., dated April 2, 1993	(1)
4. (b) 2	Agreement between Brian Cherry, Sky Technologies, Inc. and Rand Energy Group Inc., regarding U.S. rights to the Rand Cam/Direct Charge Engine dated August 20, 1993	(1)
4. (b) 3	Employment Agreement between Sky Technologies, Inc. and Patrick Badgley dated February 9, 1994	(1)
4. (b) 4	Management Agreement between Sky Technologies, Inc. and Access Information Services, Inc., dated April 1, 1994	(1)
4. (b) 5	Agreement between the Company and Rand Energy Group Inc. granting the Company rights to negotiate and sell licenses and marketing rights for the Rand Cam Engine, dated February 27, 1992	(1)
4. (b) 6	Management Agreement dated May 1, 1996 between the Company and SMR Investments Ltd.	(3)
8.1	List of Parents and Subsidiaries of the Company	(9)
12.1	Certification pursuant to Title 18, United States Code, Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (John G. Robertson)	(9)
12.2	Certification pursuant to Title 18, United States Code, Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (James Vandeberg)	(9)

- 36 -

13.1	Certification pursuant to Title 18, United States Code, Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (John G. Robertson)	(9)
13.2	Certification pursuant to Title 18, United States Code, Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (James Vandeberg)	(9)

(1)	incorporated by reference to the Registrant’s Registration Statement on Form 20-F filed on June 15, 1994 with the US Securities and Exchange Commission
(2)	incorporated by reference to the Registrant’s Annual Report on Form 20-F for the fiscal year ended April 30, 1996
(3)	incorporated by reference to the Registrant’s Annual Report on Form 20-F for the fiscal year ended April 30, 1997
(4)	incorporated by reference to the Registrant’s Annual Report on Form 20-F for the fiscal year ended April 30, 1998
(5)	incorporated by reference to the Registrant’s Annual Report on Form 20-F for the fiscal year ended April 30, 1999
(6)	incorporated by reference to the Registrant’s Annual Report on Form 20-F for the fiscal year ended April 30, 2000
(7)	incorporated by reference to the Registrant’s Annual Report on Form 20-F for the fiscal year ended April 30, 2001
(8)	incorporated by reference to the Registrant’s Annual Report on Form 20-F for the fiscal year ended April 30, 2002
(9)	Exhibits filed herewith.

- 37 -

Reg Technologies Inc.
(A Development Stage Company)

Consolidated Financial Statements

April 30, 2006 and 2005

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

TO THE DIRECTORS OF REG TECHNOLOGIES INC.
(A Development Stage Company)

We have audited the consolidated balance sheet of Reg Technologies Inc. (A Development Stage Company) as at April 30, 2006 and the consolidated statements of operations and deficit and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at April 30, 2006 and the results of its operations and its cash flows for the year then ended in conformity with Canadian generally accepted accounting principles.

The financial statements as at and for the year ended April 30, 2005, prior to the restatement to reflect the adjustment to unremunerated services accounted for in accordance with US GAAP as described in Note 11, were audited by other auditors who expressed an opinion without reservation on those statements in their report dated August 19, 2005. The adjustments to the financial statements as at and for the year ended May 31, 2005 have been audited by us and in our opinion, such adjustments, in all material respects, are appropriate and have been properly applied.

“Smythe Ratcliffe LLP” (signed)

Chartered Accountants

Vancouver, British Columbia
August 23, 2006

Comments by Auditor for U.S. Readers on Canada-U.S. Reporting Difference

In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by conditions and events that cast substantial doubt on the company's ability to continue as a going concern, such as those described in Note 1 to the financial statements. Our report to the shareholders dated August 23, 2006 is expressed in accordance with Canadian reporting standards which do not permit a reference to such events and conditions in the auditor's report when these are adequately disclosed in the financial statements.

“Smythe Ratcliffe LLP” (signed)

Chartered Accountants

Vancouver, British Columbia
August 23, 2006

Auditors' Report

To the Shareholders of
Reg Technologies Inc.

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

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

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

/s/ “Manning Elliott LLP” signed

CHARTEREDACCOUNTANTS

Vancouver, British Columbia

August 19, 2005 except as to Notes 11 and 12 which is as of October 31, 2006

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

In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by conditions and events that cast substantial doubt on the Company's ability to continue as a going concern, such as those referred to in Note 1 to the financial statements. Our report to the shareholders dated August 19, 2005 except as to Notes 11 and 12 which is as of October 31, 2006 is expressed in accordance with Canadian reporting standards, which do not permit a reference to such uncertainties in the auditors' report when the uncertainties are adequately disclosed in the financial statements.

/s/ “Manning Elliott LLP” signed

CHARTERED ACCOUNTANTS

Vancouver, British Columbia

August 19, 2005 except as to Notes 11 and 12 which is as of October 31, 2006

Reg Technologies Inc.
Consolidated Balance Sheets [Note 1]
As at April 30, 2006 and 2005
(expressed in Canadian dollars)

	2006		2005
	$		$
			(Restated)
ASSETS
Current Assets
Cash	427,777		166,734
GST receivable	5,074		3,188
Prepaid expenses	67,205		21,663
	500,056		191,585
Intangible Assets [Note 3]	–		1
	500,056		191,586
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued liabilities	78,168		123,005
Due to related parties [Note 8]	46,681		164,267
	124,849		287,272
Shareholders’ Equity (Deficit)
Share Capital [Note 4]	11,343,564		11,051,096
Contributed Surplus	553,067		219,992
Foreign Currency Translation Adjustments [Note 2]	39,977		(838,771	)
Deficit [Note 11]	(11,561,401	)	(10,528,003	)
	375,207		(95,686	)
	500,056		191,586
Commitments [Note 9]
Subsequent Events [Note 10]

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.
Consolidated Statements of Operations and Deficit
For the Years Ended April 30, 2006 and 2005
(expressed in Canadian dollars)

	2006		2005		2004
	$		$		$
			(Restated)		(Restated)
Operating Expenses
Foreign exchange	15,609		8,229		5,313
General and administrative	1,574,083		672,000		599,507
Impairment loss on development costs	–		8,545,324		–
Impairment loss on intangible assets [Note 3]	245,356		221,830		–
Mineral property maintenance costs	–		18,588		5,908
Operating Loss	(1,835,048	)	(9,465,971	)	(610,728	)
Other Income
Gain on sale of subsidiary’s shares	385,853		345,124		128,166
Gain on issue by subsidiary of its own shares outside
the consolidated group [Note 6]	331,949		383,130		472,872
Interest	428		8,130		33
Non-controlling interest	83,420		3,288,560		307,440
Net Loss for the Year	(1,033,398	)	(5,441,027	)	297,783
Deficit - Beginning of Year	(10,528,003	)	(5,086,976	)	(5,384,759	)
Deficit - End of Year	(11,561,401	)	(10,528,003	)	(5,086,976	)
Basic Loss Per Share	(0.01	)	(0.25	)	–
Weighted Average Common Shares Outstanding	23,498,000		22,178,000		17,078,000

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

Reg Technologies Inc.
Consolidated Statements of Cash Flows
For the Years Ended April 30, 2006 and 2005
(expressed in Canadian dollars)

	2006		2005		2004
	$		$		$
			(Restated)		(Restated)
Operating Activities
Net loss	(1,033,398	)	(5,441,027	)	297,783
Items not involving cash
Accounts payable written-off	(87,209	)	41		(20,694	)
Stock-based compensation	129,830		105,262		142,530
Non-controlling interest	(83,420	)	(3,288,560	)	(307,440	)
Gain on issue by subsidiary of its own shares	(331,949	)	(383,130	)	(472,872	)
Amortization of deferred compensation	14,246		–		–
Impairment loss on intangible assets	245,356		221,830		–
Impairment loss on development costs	–		8,531,357		–
Gain on sale of subsidiary’s shares	(385,853	)	(345,124	)	(128,166	)
Changes in non-cash working capital items
Amounts receivable	(1,883	)	3,281		2,012
Prepaid expenses	(50,961	)	(21,664	)	(38,185	)
Accounts payable and accrued liabilities	41,636		(10,561	)	(47,007	)
Net Cash Used In Operating Activities	(1,543,605	)	(628,295	)	(572,039	)
Financing Activities
Bank indebtedness	–		–		(6,118	)
Shares issued	262,468		73,478		175,000
Advances from (repayments to) related parties	(114,626	)	26,401		328,430
Proceeds from subsidiary’s shares issued	1,278,188		422,269		142,400
Subscriptions received	4,452		–		–
Net Cash Provided by Financing Activities	1,430,482		522,148		639,712
Investing Activities
Proceeds on sale of subsidiary’s shares	390,653		450,536		–
Development costs	–		(139,723	)	(149,274	)
Patent protection costs	–		(29,008	)	(3,501	)
Net Cash Provided by Investing Activities	390,653		281,805		(152,775	)
Effect of Exchange Rate Changes on Cash	(16,487	)	(15,513	)	91,691
Increase in Cash and Cash Equivalents	261,043		160,145		6,589
Cash and Cash Equivalents - Beginning of Year	166,734		6,589		–
Cash and Cash Equivalents - End of Year	427,777		166,734		6,589
Non-Cash Investing and Financing Activities
Shares issued to settle debt	–		–		–
Shares of subsidiary issued for services	–		31,618		–
Supplemental Disclosures
Interest paid	–		–		–
Income tax paid	–		–		–

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

Reg Technologies Inc.
Notes to the Consolidated Financial Statements
For the Years Ended April 30, 2006 and 2005
(expressed in Canadian dollars)

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 6.5 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.	SIGNIFICANT ACCOUNTING POLICIES
	[a]	Basis of accounting and principles of consolidation
		These consolidated financial statements are prepared using Canadian generally accepted accounting principles (“GAAP”) and are presented in Canadian dollars.
		These financial statements include the accounts of the Company and its 51% owned subsidiary, Rand Energy Group Inc. (“Rand”), which owns a 12% interest in REGI, a U.S. public company listed on the OTC Bulletin Board in the United States. REGI continues to be considered a controlled subsidiary for consolidation purposes by way of control through the annually renewable voting trusts agreement, with other affiliated companies, which expires on August 31. This trust agreement gives the Company 50% control of the voting shares of REGI. The agreement can be cancelled by the president of the 51% owned subsidiary with seven days’ written notice to the affiliated companies. The Company can sell, through a registered broker, up to 224,000 shares of REGI, being 1% of the issued shares, during any 90-day period.
		All inter-company accounts and transactions have been eliminated.
	[b]	Use of estimates
		The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, particularly the recoverability of capital assets and goodwill, and recording of liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates.
	[c]	Consolidation of variable interest entities
		The Company has adopted Accounting Guideline 15, “Consolidation of Variable Interest Entities”, issued by the Canadian Institute of Chartered Accountants (“CICA”) for annual and interim periods beginning on or after November 1, 2004. This guideline addresses the application of consolidation principles to entities that are subject to control on a basis other than ownership of voting interests. The adoption of this guideline did not have any impact on the Company’s financial statements.

Reg Technologies Inc.
Notes to the Consolidated Financial Statements
For the Years Ended April 30, 2006 and 2005
(expressed in Canadian dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES (Continued)
	[d]	Intangible assets
		The Company accounts for goodwill and intangible assets in accordance with CICA 3062, “Goodwill and Other Intangible Assets”. Intangible assets with indefinite useful lives are not amortized, but instead tested for impairment at least annually by comparing the carrying value to the respective fair value. Intangible assets with estimated useful lives are amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment by assessing the recoverability of the carrying values. The estimated useful life of the technology and patent protection costs is 20 years.
	[e]	Development costs
		The Company accounts for development costs in accordance with CICA 3450, “Research and Development Costs”. Amortization of development costs deferred to future periods would commence with commercial production or use of the product and charged as an expense on a systematic and rational basis by reference to the sale or use of the products. Deferred development costs are reviewed annually to ensure the criteria, which previously justified the deferral of costs, is still being met. When the criteria for deferment continue to be met but the amount of deferred development costs that can be reasonably regarded as assured for recovery through related future revenues, less relevant costs, is exceeded by the unamortized balance of such costs, the excess is written-off as a charge to income of the period. During the year ended April 30, 2005, the Company recognized an impairment loss of $8,545,324 on development costs due to the uncertainty about expected future cash flows from the Technology. Effective 2006, the Company wrote off its development costs as incurred.
	[f]	Long-lived assets
		The Company monitors the recoverability of long-lived assets, based on factors such as current market value, future asset utilization, business climate and future undiscounted cash flows expected to result from the use of the related assets. The Company's policy is to record an impairment loss in the period when it is determined that the carrying amount of the assets may not be recoverable. The impairment loss is calculated as the amount by which the carrying amount of the assets exceeds the undiscounted estimate of future cash flows from the asset.
	[g]	Foreign currency translation
		[i]	Translation of foreign currency transactions and balances
			Monetary balance sheet items are translated into Canadian dollars at the rate prevailing at the balance sheet date. Revenues, expenses and non-monetary balance sheet items in foreign currencies are translated into Canadian dollars at the rate of exchange prevailing on the transaction dates. The resulting exchange gain or loss is included in operations.
		[ii]	Translation of foreign subsidiary balances
			Foreign currency transactions are translated using the current method. Assets and liabilities of non-integrated foreign subsidiaries are translated into Canadian dollars at the rates of exchange on the balance sheet date. The foreign subsidiary’s operating results are translated into Canadian dollars using the average exchange rate for the year. Any resulting translation gain or loss is deferred and included as a separate component of shareholders’ equity.
	[h]	Financial instruments
		[i]	Fair values
			The carrying values of cash, and accounts payable and accrued liabilities, approximate their fair values due to their short-term maturity.

Reg Technologies Inc.
Notes to the Consolidated Financial Statements
For the Years Ended April 30, 2006 and 2005
(expressed in Canadian dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES (Continued)
	[h]	Financial instruments (Continued)
		[ii]	Credit risk
			Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash. The Company limits its exposure to credit loss by placing its cash with major financial institutions.
		[iii]	Currency risk
			The Company’s functional and reporting currency is the Canadian dollar. The Company has not entered into derivative instruments or other currency management techniques to offset the impact of foreign currency fluctuations.
	[i]	Income taxes
		The Company follows the asset and liability method of accounting for income taxes. Under this method of tax allocation, future income tax assets and liabilities are determined based on differences between the financial statement carrying values and their respective income tax basis (temporary differences). Future income tax assets and liabilities are measured using the tax rates expected to be in effect when the temporary differences are likely to reverse. The effect on future income tax assets and liabilities of a change in tax rates is included in operations in the period in which the change is enacted or substantially assured. The amount of future income tax assets recognized is limited to the amount of the benefit that is likely to be realized.
	[j]	Share issue costs
		Costs of issuing shares are offset against the related share proceeds.
	[k]	Stock-based compensation plans
		The Company follows the recommendations of the CICA Handbook Section 3870, "Stock-Based Compensation and Other Stock-Based Payments" for accounting for stock-based compensation expense. All stock-based payments to directors, employees and non-employees, including awards that are direct awards of stock, call for settlement in cash or other assets, or stock appreciation rights that call for settlement by the issuance of equity instruments, granted on or after January 1, 2004, are accounted for using the fair value based method, and are recorded as an expense over the vesting period, and a corresponding increase in contributed surplus. When stock options are exercised, the corresponding fair value previously recorded is transferred from contributed surplus to share capital.
	[l]	Loss per share
		Loss per share is calculated using the weighted average number of common shares issued and outstanding during the year. The Company uses the treasury stock method for calculating diluted earnings per share. Stock options and warrants are dilutive when the average market price of the common shares during the period exceeds the exercise price of the options and warrants. However, diluted loss per share has not been presented as the effects of potential issuances of shares under options and warrants would be anti-dilutive, and therefore, basic and diluted loss per share are the same.
	[m]	Comparative figures
		Certain reclassifications have been made to the prior year’s financial statements to conform to the current year’s presentation.

Reg Technologies Inc.
Notes to the Consolidated Financial Statements
For the Years Ended April 30, 2006 and 2005
(expressed in Canadian dollars)

3.	INTANGIBLE ASSETS
	During the year ended April 30, 2005, the Company recorded an impairment loss for goodwill and technology and patent protection costs of $221,830 due to the uncertainty about cash flows from the patented technology. During the year ended April 30, 2006, the Company recorded an impairment loss for the costs of distribution rights for the Anuvu fuel cell technology of $245,356.
4.	SHARE CAPITAL
	Authorized:

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

	Number of
Common shares issued:	Shares		Amount
Balance issued, April 30, 2004	22,285,181		11,051,103
Issued during the year for cash:
Pursuant to the exercise of stock options	62,500		9,750
Pursuant to the exercise of warrants	272,711		63,728
Balance, April 30, 2005	22,620,392		11,124,581
Less: treasury stock owned	(367,422	)	(73,485	)
Balance Issued and outstanding, April 30, 2005	22,252,970		11,051,096
	Number of
Common shares issued:	Shares		Amount
Balance issued, April 30, 2005	22,620,392		11,124,581
Issued during the year:
Pursuant to the exercise of stock options	768,750		80,625
Pursuant to the exercise of warrants	727,289		181,843
Balance, April 30, 2006	24,116,431		11,387,049
Less: treasury stock owned	(217,422	)	(43,485	)
Balance Issued and outstanding, April 30, 2006	23,899,009		11,343,564

[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 the beginning of the 2006 fiscal year, Rand owns 376,422 (2005 – 183,711) shares of the Company. During fiscal year 2006, 150,000 shares with a fair value of $60,000 were transferred to a consulting firm as consideration for services provide to the Company.

Reg Technologies Inc.
Notes to the Consolidated Financial Statements
For the Years Ended April 30, 2006 and 2005
(expressed in Canadian dollars)

4.	SHARE CAPITAL (Continued)
	[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.
		On October 20, 2005, the Company granted 750,000 stock options to an officer exercisable at $0.30 per share, up to October 20, 2010. During the year ended April 30, 2006, the Company charged stock-based compensation expense of $61,173 to operations for the vested fair value of these stock options. These options have the following vesting schedule:
		[i]	Up to 25% of the options may be exercised at any time during the term of the option, such initial exercise is referred to as the “First Exercise”.
		[ii]	The second 25% of the options may be exercised at any time after 90 days from the date of First Exercise, such second exercise is referred to as the “Second Exercise”.
		[iii]	The third 25% of the options may be exercised at any time after 90 days from the date of Second Exercise, such third exercise is referred to as the “Third Exercise”.
		[iv]	The fourth and final 25% of the options may be exercised at any time after 90 days from the date of the Third Exercise.

The following table summarizes activity under the Plan for the years ended April 30, 2006 and 2005:

			Weighted
			average
	Number		exercise price
	of shares		$
Outstanding, April 30, 2004	1,250,000		0.15
Exercised	(62,500	)	0.16
Outstanding, April 30, 2005	1,187,500		0.15
Granted	750,000		0.30
Exercised	(768,750	)	0.10
Outstanding, April 30, 2006	1,168,750		0.27

Reg Technologies Inc.
Notes to the Consolidated Financial Statements
For the Years Ended April 30, 2006 and 2005
(expressed in Canadian dollars)

4.	SHARE CAPITAL (Continued)
	[c]	Stock options (Continued)
		Additional information regarding options outstanding at April 30, 2006 and 2005 is as follows:

	Exercise
	Price		April 30,		April 30,
Expiry Date			2006		2005
October 11, 2005	0.10		–		750,000
September 18, 2008	0.30		143,750		162,500
March 4, 2009	0.19		250,000		250,000
April 8, 2009	0.14		25,000		25,000
October 20, 2010	0.30		750,000		–
Options outstanding			1,168,750		1,187,500
Options exercisable			606,250		1,187,500
Weighted average price for options exercisable		$	0.25	$	0.15

In 2004, 775,000 stock options were granted with fair values ranging from $0.01 to $0.13 per option and $18,938 was recorded as stock-based compensation, with $26,372 recorded as deferred compensation and expensed in 2005. During the year ended April 30, 2006, the Company granted 750,000 options to the president and recorded stock-based compensation of $61,173 as general and administrative expense for the 25% vested portion of options granted. The fair value of each option granted was estimated on the grant date using the Black-Scholes option pricing model and the weighted average fair value of stock options granted during the year ended April 30, 2006, was $0.326 (2005 - $Nil) The assumptions used in the option pricing model were as follows:

	April 30, 2006	April 30, 2005
Expected dividend yield	0%	–
Risk-free interest rate	4.21%	–
Expected volatility	231%	–
Expected option life (in years)	3.0	–

[d]	Share purchase warrants
	The following table summarizes the continuity of the Company’s warrants:

			Weighted
			average
	Number		exercise price
	of shares		$
Balance, April 30, 2004	1,000,000		0.20
Exercised	(272,711	)	0.23
Balance, April 30, 2005	727,289		0.25
Exercised	(727,289	)	0.25
Balance, April 30, 2006	–		–

Reg Technologies Inc.
Notes to the Consolidated Financial Statements
For the Years Ended April 30, 2006 and 2005
(expressed in Canadian dollars)

4.	SHARE CAPITAL (Continued)
	[d]	Share purchase warrants (Continued)
		At April 30, 2006 and 2005, the following share purchase warrants were outstanding:

		Exercise	April 30,	April 30,
Expiry Date		Price	2006	2005
September 22, 2005	$	0.25	–	727,289
Warrants outstanding			–	727,289

5.	SHARE CAPITAL ACTIVITY OF REGI U.S., INC.
	The following table summarizes the share capital activities of REGI for the years ended April 30, 2006 and 2005:

	Number of	Amount
Common shares issued:	shares	US$
Balance, April 30, 2004	22,231,055	5,492,267
Stock issued for services	150,000	24,000
Stock issued for cash pursuant to:
Options exercised	133,750	29,750
Warrants exercised	173,120	34,624
Private placement	1,032,800	258,200
Balance, April 30, 2005	23,720,725	5,838,841
Stock issued for cash pursuant to:
Options exercised	212,000	53,313
Warrants exercised	406,400	142,240
Private placement	1,500,000	881,088
Balance, April 30, 2006	25,839,125	6,915,482

[a]	At April 30, 2006, the Company owned 3,320,000 shares.
[b]	At April 30, 2006, Rand owned 3,205,986 shares. The Company owns 51% of Rand.
[c]	A total of 1,175,750 shares are reserved for the exercise of stock options, exercisable at a weighted average price of US$0.37 per share with a weighted average remaining life of 1.90 years.
[d]	Private placements
	During the year ended April 30, 2006, REGI issued 1,500,000 units at $0.60 per unit for proceeds of $880,908, net of commissions of $19,092, pursuant to a private placement. Each unit consists of one share of common stock and one-half warrant. Each whole warrant will enable the investor to purchase one additional share at an exercise price of $0.80 per share in the first year and $1 per share in the second year.
	On December 24, 2004, REGI closed a private placement offering for 1,032,800 units at a purchase price of $0.25 per unit for total cash proceeds of $258,200. Each unit consisted of one common share and one-half non-transferable share purchase warrant. Each whole warrant may be exercised within one year of the date of issuance to the purchaser at a price of $0.35 per share.
[e]	As at April 30, 2006, 750,000 share purchase warrants were outstanding. Each whole warrant may be exercised at a price of US$0.80 per share in the first year and $1 per share for the second year.

Reg Technologies Inc.
Notes to the Consolidated Financial Statements
For the Years Ended April 30, 2006 and 2005
(expressed in Canadian dollars)

6.	GAIN ON SHARES ISSUED BY SUBSIDIARY
	During 2006 and 2005, 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:

	2006	2005
	$	$
Loss due to reduction of investment account	–	(43,221	)
Gain due to ownership of new assets resulting from REGi shares issued	331,949	426,351
Net gain to the Company due to REGI share issue	331,949	383,130

7.	INCOME TAXES
	The potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. As at April 30, 2006, the Company has non-capital losses carried forward totalling US$6,213,000 for U.S. tax purposes and $1,585,000 for Canadian tax purposes, which expire starting in 2013 and 2006, respectively. The Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
	A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the year ended April 30, 2006 and 2005 is as follows:

	Canada	United States
Statutory federal income tax rate	35.14%	35%
Effect of valuation allowance	(35.14%)	(35%)
Effective income tax rate	–	–

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

		2006			2005
Future income tax assets
Intangible assets	$	148,000		$	155,000
Property and equipment		66,000			69,000
Non-capital loss carry forwards		3,049,000			2,948,000
Total gross future income tax assets		3,263,000			3,172,000
Valuation allowance		(3,263,000	)		(3,172,000	)
Net future income tax asset	$	–		$	–

Reg Technologies Inc.
Notes to the Consolidated Financial Statements
For the Years Ended April 30, 2006 and 2005
(expressed in Canadian dollars)

7.	INCOME TAXES (Continued)
	The Company and Rand Energy Group Inc. have combined Canadian income tax losses of approximately $2,032,000, which are available to reduce Canadian taxable income of future years. The losses expire as follows:

2006	$	268,000
2007		70,000
2008		361,000
2009		138,000
2010		190,000
2014		145,000
2015		212,000
2016		648,000
	$	2,032,000

The Company’s U.S. subsidiary, REGI, has U.S. income tax losses of US$6,735,000, which are available to reduce U.S. taxable income of future years. The losses expire as follows:

	US$		US$
2013	23,000	2020	429,000
2014	393,000	2021	518,000
2015	1,007,000	2022	181,000
2016	792,000	2023	72,000
2017	521,000	2024	297,000
2018	605,000	2025	705,000
2019	417,000	2026	775,000

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

8.

RELATED PARTY TRANSACTIONS

[a]	At April 30, 2006, the Company is indebted to related parties for an aggregate of $46,681 (2005 - $164,267). 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]	The Company entered into an agreement with a professional law firm (the “Law Firm”) in which a partner of the firm is an officer and director of the Company. The Company agreed to pay a cash fee equal to 5% of any financings with parties introduced to the Company by the Law Firm. The Company also agreed to pay an equity fee equal to 5% of the equity issued by the Company to parties introduced by the Law Firm, in the form of options, warrants or common stock. During the year, fees in the aggregate of $15,475 (2005 - $8,727) for legal services have been paid to the Law Firm.
[c]	During the year ended April 30, 2006, rent of $11,375 (2005 - $11,225) was paid to a company having common officers and directors.
[d]	During the year ended April 30, 2006, project management fees of $65,616 (2005 - $22,500) were paid to a company having common officers and directors.
[e]	Administrative fees, public relations expenses, management fees and directors’ fees were paid to the officers, directors and companies controlled by officers and directors totalling $163,788 for services rendered.

Reg Technologies Inc.
Notes to the Consolidated Financial Statements
For the Years Ended April 30, 2006 and 2005
(expressed in Canadian dollars)

8.	RELATED PARTY TRANSACTIONS
	[f]	On June 14, 2005, REGI entered into a consulting agreement with Clearvision Inc. (the “Consulting Agreement”) for the provision of MediaBlitz!® campaign services to REGI, in consideration for 500,000 shares of REGI’s common stock at an agreed value of $0.70, which represented the market value of the stock at the closing date. These shares were provided to Clearvision by an affiliate, JGR Petroleum Inc. (“JGR”), a private company controlled by the president of the Company. JGR then received a cash reimbursement of $350,000 in respect of this transaction.
	The above noted transactions have been in the normal course of operations and, in management’s opinion, undertaken with the same terms and conditions as transactions with unrelated parties.
9.	COMMITMENTS
	[a]	In connection with the acquisition of Rand, 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, REGI 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]	During the year ended April 30, 2006, the Company entered into a consulting agreement for the provision of consulting services from February 15, 2006 to May 31, 2006 in consideration for $4,500 upon the signing of the agreement (paid), $4,000 payable 30 days after the signing of the agreement (paid), and $4,000 payable 60 days after the signing of the agreement (payable).
10.	SUBSEQUENT EVENTS
	[a]	Subsequent to April 30, 2006, the Company issued 18,750 shares of common stock upon the exercise of options for cash proceeds of $5,625.
	[b]	Subsequent to April 30, 2006, REGI:
		[i]	issued 35,250 shares of common stock upon the exercise of options for cash proceeds of $7,250.
		[ii]	issued 30,000 shares of common stock upon the exercise of warrants at $0.80 per share for cash proceeds of $24,000.
		[iii]	granted 25,000 stock options to a consultant exercisable at $2.09 per share until June 29, 2011.

Reg Technologies Inc.
Notes to the Consolidated Financial Statements
For the Years Ended April 30, 2006 and 2005
(expressed in Canadian dollars)

11.	PRIOR PERIOD ADJUSTMENT
	In prior periods, unremunerated services provided by directors and officers of REGI were recognized in the subsidiary’s records as required by U.S. GAAP. This treatment differs from that required by Canadian GAAP whereby such transactions are not recognized. This difference was erroneously not eliminated when the subsidiary’s accounts were consolidated in accordance with Canadian GAAP.

	April 30		April 30
	2006		2005
	$		$
Deficit, ending balance (as previously stated)	(11,561,401	)	(11,285,743	)
Adjustment:
To reverse previously recognized donated services	–		757,740
Deficit, ending balance (as restated)	(11,561,401	)	(10,528,003	)

12.	RECONCILIATION OF UNITED STATES AND CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (“US GAAP” AND “CANADIAN GAAP”)
	[a]	Development costs
		Development costs, under Canadian GAAP, may be deferred, until the processes reach commercial production, at which time they are amortized on a systematic basis by reference to the sale or use of the processes, or until the project is sold or abandoned, at which time the costs are written-off. Under US GAAP, development costs must be expensed as incurred. The Company has written off all development costs capitalized under Canadian GAAP, and accordingly, there is no difference between Canadian GAAP and United States GAAP in the accounting for development costs as at April 30, 2006 and 2005.
	[b]	Intangible assets
		Goodwill and the Technology are treated as intangible assets under Canadian GAAP. Under US GAAP, these relate to and thus, are treated as, research and development, which must be charged to operations as incurred. The Company has written off all intangible assets capitalized under Canadian GAAP, and accordingly, there is no difference between Canadian GAAP and United States GAAP in the accounting for intangible assets as at April 30, 2006 and 2005
	[c]	Non-controlling interest
		All development costs and intangible assets with the exception of $1 relating to mineral resource properties (see Note 3) defined under Canadian GAAP were written off during the year. Non- controlling interest was drawn down to zero at April 30, 2005.
	[d]	Stock-based compensation
		Under Canadian GAAP, stock-based compensation is recorded using the fair value method (see Note 2[k]). Under U.S. GAAP, Statements of Financial Accounting Standards No. 123, “Accounting for Stock-based Compensation” (“SFAS 123”) recommended, but did not require, companies to establish a fair market value based method of accounting for stock-based compensation plans. Beginning the first interim or annual reporting period that after December 15, 2005, companies were required to record stock-based compensation using the fair value method. Accordingly, there is no difference between Canadian GAAP and United States GAAP in the accounting for stock-based compensation for the year ended April 30, 2006.
	[e]	Donated Capital
		Under US GAAP, the Company recognizes the value of services provided by management at no charge to the Company, as donated capital. Under Canadian GAAP, no amount is recognized.

Reg Technologies Inc.
Notes to the Consolidated Financial Statements
For the Years Ended April 30, 2006 and 2005
(expressed in Canadian dollars)

12.	RECONCILIATION OF UNITED STATES AND CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (“US GAAP” AND “CANADIAN GAAP”) (continued)
	[f]	The net income (loss) for the year ended April 30, 2006, 2005 and 2004 and deficit accumulated during the development stage as determined under U.S. GAAP is as follows:

	2006		2005		2004
	$		$		$
Net income (loss), as determined under
Canadian GAAP	(1,033,398	)	(5,441,027	)	297,783
Stock-based compensation	–		–		(3,500	)
Foreign exchange translation	–		(82,913	)	(165,111	)
Donated capital	(178,080	)	(190,455	)	(276,647	)
Non-controlling interest	–		(3,288,560	)	(307,440	)
Gain on sale of subsidiaries’ shares	–		104,894		229,395
Gain on issue of subsidiaries’ shares	–		43,221		197,505
Impairment loss on development costs	–		8,545,323		–
Impairment loss on intangible assets	–		20,449		–
Development costs written-off	–		(151,939	)	(197,020	)
Net income (loss), as determined under U.S.
GAAP	(1,211,478	)	(441,007	)	(225,035	)
Deficit accumulated during the development
stage, as determined under U.S. GAAP
- Beginning of year	(12,039,046	)	(11,598,039	)	(11,373,004	)
- End of year	(13,250,524	)	(12,039,046	)	(11,598,039	)
Loss per share, weighted average basis
(excluding escrowed shares)	(0.05	)	(0.02	)	(0.01	)

[g] Material effects of the different generally accepted accounting principles on the Company's balance sheet as at April 30, 2006 and 2005 are as follows:

	2006	2005
	$	$
Donated capital, as determined in Canada	–	757,740
Adjustment:
To reverse previously recognized donated services	–	(757,740	)
Donated capital, as determined in Canada (restated)	–	–
Donated services	935,820	757,740
Increase to donated capital, as determined in the U.S.	935,820	757,740
Deficit, ending balance, as determined in Canada (as previously stated)	11,561,401	11,285,743
Adjustment:
To reverse previously recognized donated services	–	(757,740	)
Deficit, ending balance, as determined in Canada (as restated)	11,561,401	10,528,003
Deficit, as determined in the U.S.	13,250,524	12,039,046
Net increase to deficit, as determined in the U.S.	1,689,123	1,511,043

SIGNATURE PAGE

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

REG TECHNOLOGIES INC.
REGISTRANT

Dated: October 30, 2006	By:	/s/ John G. Robertson
		John G. Robertson
		President/Secretary/Director

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