20-F/A 1 form20f.htm Form 20-F/A

 

 

 

United States

Securities and Exchange Commission

Washington, D.C. 20549

 

 

FORM 20-F/A

 

[  ]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, 2012

 

OR

 

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

 

For the fiscal year ended: N/A

 

OR

 

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

 

Date of event requiring this shell company report: N/A

 

Commission File Number 0-24342

 

Reg Technologies Inc.

(Exact name of Registrant as specified in its charter)

(Translation of Registrant’s name into English)

 

British Columbia, Canada

(Jurisdiction of incorporation or organization)

 

240-11780 Hammersmith Way

Richmond, British Columbia V7A 5E9, Canada

(Address of principal executive offices)

 

John Robertson, President, jr@ihiway.com

240-11780 Hammersmith Way, Richmond, British Columbia V7A 5E9, Canada

Phone: 604-278-5996 Fax 604-278-3409

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act. None

 

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, no par value

(Title of Class)

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

 

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

 

Title of Each Class   Outstanding at April 30, 2012
Common Shares, no par value   34,883,793

 

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

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

[  ] Yes [X] No

 

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

 

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

[  ] Yes [  ] No

 

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 basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

[  ] U.S. GAAP [  ] International Financial Reporting Standards as issued [X] Other
  by the International Accounting Standards Board  

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17. [X] Item 18. [  ]

 

If this is an annual report, indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

 

 

 

 
 

  

EXPLANATORY NOTE 

 

The sole purpose of this Amendment No. 1 to the Quarterly Report on Form 20-F (the “Form 20-F”) of Reg Technologies Inc., for the period ended June 30, 2012, filed with the Securities and Exchange Commission on September 12, 2012, is to furnish Exhibit 101 to the Form 20-F in accordance with Rule 405 of Regulation S-T. Exhibit 101 to the Form 20-F provides the financial statements and related notes from the Form 20-F formatted in XBRL (eXtensible Business Reporting Language).

 

No other changes have been made to the Form 20-F. This Amendment No. 1 to the Form 20-F speaks as of the original filing date of the Form 20-F, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Form 20-F.

 

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

  

 
 

 

EXHIBIT INDEX

  

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)
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)

 

 
 

 

Number   Description    
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   (10)
11.1   Code of Ethics   (11)
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 - CEO   (12)
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 - CFO   (12)
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 - CEO   (12)
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 - CFO   (12)
15.1   Consent of ACAL Group, Chartered Accountant   (12)
         
 101.INS*   XBRL Instance Document     
 101.SCH*   XBRL Taxonomy Extension Schema Document      
 101.CAL*   XBRL Taxonomy Extension Calculation Linkbase Document       
101.DEF*    XBRL Taxonomy Extension Definition Linkbase Document     
 101.LAB*   XBRL Taxonomy Extension Label Linkbase Document       
101.PRE*    XBRL Taxonomy Extension Presentation Linkbase Document     

 

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)Incorporated by reference to the Registrant’s Annual Report on Form 20-F for the fiscal year ended April 30, 2006
10)Incorporated by reference to the Registrant’s Annual Report on Form 20-F for the fiscal year ended April 30, 2009
11)Incorporated by reference to the Registrant’s Annual Report on Form 20-F for the fiscal year ended April 30, 2010 filed on December 1, 2010
12)Exhibits filed herewith.
   
* Filed herewith. 

 

 
 

 

SIGNATURE

 

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 annual report on its behalf.

 

      REG TECHNOLOGIES INC.
         
Dated: September 14, 2012   By: /s/ John G. Robertson
        John G. Robertson
        (President)