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United StatesSecurities and Exchange CommissionWashington, D.C.
20549

FORM 20-F /A AMENDMENT NO. 1

[ ] 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, 2008

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 WayRichmond, British
Columbia V7A 5E9, Canada(Address of principal executive offices)

John Robertson, President240-11780 Hammersmith
Way, Richmond, British Columbia V7A 5E9, CanadaPhone:
604-278-5996 Fax 604-278-3409(Name, Telephone, E-mail and/or
Facsimile number and Address of Company Contact Person)

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, 2008
|--------------------------- | -----------------------------
|Common Shares, no par value | 23,942,759                   

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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 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 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

- 2 -

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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                                  | 6 
|ITEM
      3.  | KEY
      INFORMATION                                                              | 6 
|A.             | SELECTED
      FINANCIAL DATA                                                      | 6 
|B.             | CAPITALIZATION
      AND INDEBTEDNESS                                              | 8 
|C.             | REASON
      FOR THE OFFER AND USE OF PROCEEDS                                     | 8 
|D.             | RISK
      FACTORS                                                                 | 8 
|ITEM
      4.  | INFORMATION
      ON THE COMPANY                                                   | 13
|A.             | HISTORY
      AND DEVELOPMENT OF THE COMPANY                                       | 13
|B.             | BUSINESS
      OVERVIEW                                                            | 15
|C.             | ORGANIZATIONAL
      STRUCTURE                                                     | 24
|D.             | PROPERTY,
      PLANTS AND EQUIPMENT                                               | 24
|ITEM
      4A. | UNRESOLVED
      STAFF COMMENTS                                                    | 25
|ITEM
      5.  | OPERATING
      AND FINANCIAL REVIEW AND PROSPECTS                                 | 25
|A.             | OPERATING
      RESULTS                                                            | 25
|B.             | LIQUIDITY
      AND CAPITAL RESOURCES                                              | 27
|C.             | RESEARCH
      AND DEVELOPMENT, PATENTS AND LICENSES, ETC                          | 29
|D.             | TREND
      INFORMATION                                                            | 29
|E.             | OFF-BALANCE
      SHEET ARRANGEMENTS                                               | 29
|F.             | TABULAR
      DISCLOSURE OF CONTRACTUAL OBLIGATIONS                                | 30
|G.             | SAFE
      HARBOR                                                                  | 34
|ITEM
      6.  | DIRECTORS,
      SENIOR MANAGEMENT AND EMPLOYEES                                   | 34
|A.             | DIRECTORS
      AND SENIOR MANAGEMENT                                              | 34
|B.             | COMPENSATION                                                                       | 37
|C.             | BOARD
      PRACTICES                                                              | 39
|D.             | EMPLOYEES                                                                          | 39
|E.             | SHARE
      OWNERSHIP                                                              | 39
|ITEM
      7.  | MAJOR
      SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                            | 40
|A.             | MAJOR
      SHAREHOLDERS                                                           | 40
|B.             | RELATED
      PARTY TRANSACTIONS                                                   | 41
|C.             | INTERESTS
      OF EXPERTS AND COUNSEL.                                            | 41
|ITEM
      8.  | FINANCIAL
      INFORMATION                                                        | 42
|A.             | CONSOLIDATED
      STATEMENTS AND OTHER FINANCIAL INFORMATION                      | 42
|B.             | SIGNIFICANT
      CHANGES                                                          | 42
|ITEM
      9.  | THE
      OFFER AND LISTING                                                        | 42
|ITEM
      10. | ADDITIONAL
      INFORMATION                                                       | 45
|A.             | SHARE
      CAPITAL                                                                | 45
|B.             | MEMORANDUM
      AND ARTICLES OF ASSOCIATION                                       | 45
|C.             | MATERIAL
      CONTRACTS                                                           | 45
|D.             | EXCHANGE
      CONTROLS                                                            | 45
|E              | TAXATION                                                                           | 46
|F.             | DIVIDENDS
      AND PAYING AGENTS                                                  | 47
|G.             | STATEMENT
      BY EXPERTS                                                         | 47
|H.             | DOCUMENTS
      ON DISPLAY                                                         | 47
|I.             | SUBSIDIARY
      INFORMATION                                                       | 48
|ITEM
      11. | QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                   | 48
|ITEM
      12. | DESCRIPTION
      OF SECURITIES OTHER THAN EQUITY SECURITIES                       | 48
|PART
      II  |                                                                                    | 48
|ITEM
      13. | DEFAULTS,
      DIVIDEND ARREARAGES AND DELIQUENCIES                               | 48
|ITEM
      14. | MATERIAL
      MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OFPROCEEDS. | 48
|A.             | MATERIAL
      MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS                     | 48
|B.             | USE
      OF PROCEEDS.                                                             | 48

- 3 -

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|ITEM 15.        | CONTROLS AND PROCEDURES                                                        | 48
|--------------- | ------------------------------------------------------------------------------ | --
|ITEM 15T.       | CONTROLS AND
      PROCEDURES                                                  | 50
|ITEM 16.        | [RESERVED]                                                                     | 50
|ITEM 16A.       | AUDIT COMMITTEE
      FINANCIAL EXPERT                                         | 50
|ITEM
      16B. | CODE OF ETHICS                                                                 | 50
|ITEM 16C.       | PRINCIPAL
      ACCOUNTANT FEES AND SERVICES                                   | 51
|ITEM
      16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES                     | 52
|ITEM 16E.       | PURCHASES OF
      EQUITY SECURITIES BY THE ISSUER AND AFFILIATED   PURCHASERS | 52
|PART III        |                                                                                | 52
|ITEM 17.        | FINANCIAL
      STATEMENTS                                                     | 52
|ITEM 18.        | FINANCIAL STATEMENTS                                                           | 52
|ITEM 19.        | EXHIBITS                                                                       | 52
|                |                                                                                |   
|SIGNATURE PAGE  | **56**                                                                        

- 4 -

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EXPLANATORY NOTE:

We are amending
  the Annual Report of Reg Technologies, Inc., on Form 20-F, that we filed with
  the Securities and Exchange Commission on November 13, 2008 to amend our Controls
  and Procedures disclosure, update our Exhibit table, include Exhibit 15.1, and
  amend the financial statements. We have revised Item 15 in order to reflect
  the effects of the amendments. In our amended financial statements, we have
  provided an amended audit report, reflecting minor grammatical changes, and
  also including the signature of our independent registered public accounting
  firm. Also in our financial statements, we have made minor grammatical changes
  on our Balance Sheet, and Statement of Cash Flows, and the Notes to the financial
  statements, except as follows. We have amended Note 11 to include comparative
  figures for 2006, in addition to the disclosure previously provided for fiscal
  2007 and 2008. We have amended Note 15 “Reconciliation of United States
  and Canadian Generally Accepted Accounting Principals”.

This Form
  20-F/A has been reproduced in full. Other than as expressly set forth above,
  this Form 20-F/A does not, and does not purport to, amend, update or restate
  the information in any other Item of the Form 20-F or reflect any events that
  have occurred after the Form 20-F was filed. The filing of this Form 20-F/A
  shall not be deemed an admission that the original Form 20-F, when filed, included
  any untrue statement of a material fact or omitted to state a material fact
  necessary to make a statement not misleading.

BUSINESS OF REG TECHNOLOGIES.

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 also referred to herein as the RadMax technology (RandCam or
RadMax or the Technology). Our ongoing operation is dependent upon cash
flow from successful operations and equity financing. The Company has incurred a
loss of $480,145 in the year ended April 30, 2008 (2007 -$641,453 (restated);
2006 -$263,594 (restated)). These consolidated financial statements do not
include adjustments that would be necessary should it be determined that we may
be unable to continue as a going concern.

FINANCIAL AND OTHER INFORMATION

In this Annual Report, unless otherwise specified, all dollar
amounts are expressed in Canadian Dollars (CDN$ or $). The Government of
Canada permits a floating exchange rate to determine the value of the Canadian
Dollar against the U.S. Dollar (US$).

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/A annual report format.

FORWARD-LOOKING STATEMENTS

Certain statements in this document constitute forward-looking
statements. Some, but not all, forward-looking statements can be identified by
the use of words such as anticipate, believe, plan, estimate, expect,
and intend, statements that an action or event may, might, could,
should, or will be taken or occur, or other similar expressions. Although we
have attempted to identify important factors that could cause actual results to
differ materially from expected results, such forward-looking statements involve
known and unknown risks, uncertainties and other factors which may cause our
actual results, performance or achievements, or other future events, to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
among others, the following risks: the risks associated with outstanding
litigation, if any, risks associated with project development; the need for
additional financing; operational risks; uncertainties and risks related to
carrying on business in foreign countries; reliance on key personnel; the
potential for conflicts of interest among certain officers, directors or
promoters with certain other projects; the absence of dividends; currency
fluctuations; competition; dilution; the volatility of our common share price
and volume; and tax consequences to U.S. Shareholders. All forward-looking
statements speak only as of the date on which they are made. We do not intend to
update the forward-looking information to reflect actual results or changes in
the factors affecting such forward-looking information. We advise you to
carefully review the reports and documents we file from time to time with the
Securities and Exchange Commission (the SEC), particularly our Annual Reports
on Form 20-F and our Current Reports on Form 6-K.

PART I

|ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND
      ADVISORS
|------- | -----------------------------------------------------------

This Form
  20-F/A 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”.

- 5 -

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|ITEM 2. | OFFER AND STATISTICS AND EXPECTED TIMETABLE
|------- | -------------------------------------------

This Form
  20-F/A 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, 2008 and 2007, 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, 2008 and 2007 have been audited by Smythe
Ratcliffe. The Consolidated Financial Statements are prepared in accordance with
Canadian GAAP. See Note 15 of the Notes to Consolidated Financial Statements for
a reconciliation to U.S. GAAP.

The information in the following table is derived from our
financial statements and 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
30, 2008, US$1.00 was equal to approximately C$1.0092. 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 Canada
and reconciliation of the data to U.S. GAAP and expressed in Canadian
dollars:

Fiscal Years Ended April 30

2008
    2007 (restated)
    2006 (restated)
    2005
    2004CANADIAN GAAPNet
      Revenues
    
    -
    -
    -
    -Income (loss) from continuing operations
    (1,763,967)
    (1,888,213)
    (1,892,299)
    (9,465,971)
    (610,728)Net
      income (loss)
    (480,145)
    (641,453)
    (263,594)
    (5,441,027)
    297,783Income (loss) from discontinued
      operations
    -
    -
    -
    -
    -Income (loss) from continuing operations
      per share
    (0.02)
    (0.03)
    (0.01)
    (0.25)
    -Total assets
    151,296
    424,876
    500,056
    191,586
    210,882Net
      assets
    106,707
    51,617
    375,207
    (95,686)
    (57,331)Working Capital (deficit)
    96,508
    38,886
    375,207
    (108,186)
    (57,331)Shareholders Equity (deficit)
    -
    -
    -
    -
    -Capital stock (excluding long term debt
      and redeemable preferred stock)
    11,356,689
    11,356,689
    11,343,564
    11,051,096
    11,011,046Number of shares as adjusted to reflect
      changes in capital
    23,942,759
    23,942,759
    23,899,009
    22,252,970
    22,101,470Cash Dividends per common share
    -
    -
    -
    -
    -


- 6 -

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U.S GAAP (2)
    2008
    2007 (restated)
    2006 (restated)
    2005
    2004Net
      Loss (1)
    (633,585)
    (812,153)
    (441,674)
    (441,007)
    (225,035)Loss Per Share
    (0.03)
    (0.03)
    (0.02)
    (0.02)
    (0.01)Shareholders Equity (Deficit)
    (14,696,263)
    (14,062,678)
    (13,250,525)
    (12,039,046)
    (11,598,039)Total Assets
    151,296
    424,876
    500,056
    191,586
    210,882Long-Term Debt
    -
    -
    -
    -
    -Capital Stock
    11,356,689
    11,356,689
    11,343,564
    11,051,096
    11,011,046


(1) Cumulative Net Loss since incorporation through April 30,
2008 under US GAAP was $14,700,000 approximately.

(2) Under US GAAP, options granted to non-employees as
compensation for services provided are fair valued and an expense recorded.

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$ 1.0092 to US$ 1.00, the
noon buying rate as certified for customs purposes by the Federal Reserve Bank
of New York (the "Noon Buying Rate") on April 30, 2008. 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 October 14, 2008, the Noon Buying Rate was CDN$ 1.1599 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$)
    Low
      (CAD$)April
    2008
    1.0268
    1.0021May
    2008
    1.0187
    0.984June
    2008
    1.0282
    1.0011July
    2008
    1.0261
    1.0015August
    2008
    1.0677
    1.0251September
    2008
    1.0697
    1.0597


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.

Year
    Average (US$)
    Low/High (US$)
    April 30 (US$)2008
    1.0226
    0.9168
      / 1.1136
    1.00922007
    1.1375
    1.0989
      / 1.1852
    1.10682006
    1.1863
    1.1203
      / 1.2703
    1.12032005
    1.2702
    1.1775
      / 1.397
    1.25682004
    1.344
    1.269
      / 1.4221
    1.3711


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|B. | CAPITALIZATION AND INDEBTEDNESS
|-- | -------------------------------

This Form
  20-F/A 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/A 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.

RISK FACTORS RELATED TO OUR BUSINESS AND OPERATIONS

We are a development stage enterprise.

We are a development stage enterprise and are 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, 2008, we had an accumulated deficit of ($13,274,814) in accordance
with Canadian. 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.

We have no assurance that we will be able to develop a
commercially feasible 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

- 8 -

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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.

We will require additional financing and we may not be able
to secure the financing necessary to continue our development and
operations.

There is no assurance that we will be able to secure the
financing necessary to continue our development and operations. 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.

We expect to incur 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.

We have no assurance that our products will receive 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 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 80 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.

We have not conducted a 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.

Our officers lack of experience to manufacture or market our
products.

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.

- 9 -

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Our auditors have indicated that our losses raise
substantial doubt about our ability to continue a going concern.

The report
  of our independent auditors with respect to our financial statements included
  in this Form 20-F/A 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.

We are dependent upon certain members of our staff, the loss
of which could adversely affect our business.

We are dependent on certain members of our management and
engineering staff, the loss of services of one or more of whom could adversely
affect our business. 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.

Certain of the Companys directors and officers are also
directors and/or officers and/or shareholders of potential competitors of the
Company, giving rise to potential conflicts of interest.

Several of the Companys directors and officers are also
directors, officers or shareholders of other companies. In particular, Mr.
Robertson, Ms. Lorette, and Mr. Vandeberg are directors and/or officers of both
REGI U.S., Inc. and IAS Energy, Inc., each a public company which trades on the
OTC BB. Additionally, Mr. Robertson and Ms. Lorette are directors/officers of
Linux Gold Corp., a public natural resource exploration company that shares
office space and administrative staff with the Company. Mr. Robertson is a
director and officer of SMR Investments Ltd. which holds approximately 15.7% of
the Common Shares of the Company (see the biographical sketches of our directors
and officers at Item 6.A, and Share Ownership at Item 6.E). Some of our
directors and officers are engaged and will continue to be engaged in the search
for additional business opportunities on behalf of other corporations, and
situations may arise where these directors and officers will be in direct
competition with the Company. Such associations may give rise to conflicts of
interest from time to time (see Item 7.B.). Such a conflict poses the risk that
the Company may enter into a transaction on terms which could place the Company
in a worse position than if no conflict existed. Conflicts, if any, will be
dealt with in accordance with the relevant provisions of the British Columbia
Business Corporations Act. The Board has resolved that any transaction involving
a related party to the Company is required to be reviewed and approved by the
Companys Audit Committee. The Companys directors are required by law to act
honestly and in good faith with a view to the best interests of the Company and
to disclose any interest which they many have in any project or opportunity in
respect of which the Company is proposing to enter into a transaction.

As a"foreign private issuer, we are exempt from the
Section 14 proxy rules and Section 16 of the Securities Act, which may result in
shareholders having less complete and timely data.

The submission of proxy and annual meeting of shareholder
information (prepared to Canadian standards) on Form 6-K may result in
shareholders having less complete and timely data. The exemption from Section 16
rules regarding sales of common shares by insiders may result in shareholders
having less data.

- 10 -

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We are dependant upon 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.

Our business may suffer if we are unable to adequately
protect our 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.

Our engines and planned applications may contain product
errors which could adversely affect our operations.

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.

Our competition possesses greater technical resources and
market recognition than us and there is no assurance that we will be able to
compete effectively with these companies.

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
which would have a material adverse effect on our business, financial condition
and results of operations.

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.

- 11 -

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New technology or refinement of existing technology could
render our Rand Cam products less attractive or obsolete.

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.

Product liability claims asserted against us in the future
could hurt our business.

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.

Our success may be dependent on the 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.

UNCERTAINTIES AND RISKS RELATING TO COMMON SHARES

There is only a limited public market for our common shares
on the OTC Bulletin Board and the TSX Venture Exchange and those markets are
extremely volatile.

There is only a limited public market for our common shares on
the OTC Bulletin Board and the TSX Venture Exchange, and there is a risk that a
broader or more active public trading market for our common shares will never
develop, or be sustained, or that current trading levels will not be
sustained.

The market price for our common shares on the OTC Bulletin
Board and the TSX Venture Exchange has been and we anticipate will continue to
be extremely volatile and subject to significant price and volume fluctuations
in response to a variety of external and internal factors. This is especially
true with respect to emerging companies such as ours. Examples of external
factors, which can generally be described as factors that are unrelated to the
operating performance or financial condition of any particular company, include
changes in interest rates and worldwide economic and market conditions, as well
as changes in industry conditions, such as regulatory and environment rules, and
announcements of technology innovations or new products by other companies.
Examples of internal factors, which can generally be described as factors that
are directly related to our consolidated financial condition or results of
operations, would include release of reports by securities analysts and
announcements we may make from time-to-time relative to our operating
performance, advances in technology or other business developments.

Because we have a limited operating history and no profits to
date, the market price for the common shares is more volatile than that of a
seasoned issuer. Changes in the market price of the common shares, for example,

- 12 -

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may have no connection with our operating results or prospects.
No predictions or projections can be made as to what the prevailing market price
for the common shares will be at any time, or as to what effect, if any, that
the sale of shares or the availability of common shares for sale at any time
will have on the prevailing market price.

You will be subject to the penny stock rules to the extent
our stock price on the OTC Bulletin Board is less than $5.00.

Since the common shares are not listed on a national stock
exchange or quoted on the NASDAQ Market within the United States, trading in the
common shares on the OTC Electronic Bulletin Board is subject, to the extent the
market price for the common shares is less than $5.00 per share, to a number of
regulations known as the "penny stock rules". The penny stock rules require a
broker-dealer to deliver a standardized risk disclosure document prepared by the
SEC, to provide the customer with additional information including current bid
and offer quotations for the penny stock, the compensation of the broker-dealer
and its salesperson in the transaction, monthly account statements showing the
market value of each penny stock held in the customer's account, and to make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written agreement to the transaction.
To the extent these requirements may be applicable they will reduce the level of
trading activity in the secondary market for the common shares and may severely
and adversely affect the ability of broker-dealers to sell the common
shares.

You should not expect to receive 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.

We may be affected by other factors which may have an
adverse effect on our business.

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.

|ITEM 4. | INFORMATION ON THE COMPANY
|------- | --------------------------

|A. | HISTORY AND DEVELOPMENT OF THE COMPANY
|-- | --------------------------------------

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, 23,942,759 shares
were issued and outstanding as of April 30, 2008 and 25,475,349 are outstanding
as at October 15, 2008. 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 #240 -11780 Hammersmith Way,
Richmond, B.C., V7A 5E9, Canada. Our telephone number is 604-278-5996 and our
fax number is 604-278-3409.

- 13 -

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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 ourselves, 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 new company was formed and incorporated in British Columbia
in November 1989, as Rand Energy Group Inc., 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 Rand Energy Group Inc. 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 Rand
Energy Group Inc. for 1,800,000 common shares of Rand Energy Group Inc. 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 Rand Energy Group Inc.

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 Rand Energy Group Inc., 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 ourselves,
Rand Energy Group, Rand Cam-Engine Corp. and James L. McCann (the "Agreement"),
Rand Cam-Engine Corporation agreed to sell to us 330,000 shares of Rand Energy
Group Inc., representing a further 11% interest in Rand Energy Group Inc. In
consideration for a controlling interest in Rand Energy Group Inc., we agreed to
pay Rand Cam-Engine Corporation $50,000 (paid), issue 600,000 shares (expired)
of our Common Stock (the "Purchase Price") and grant a participating royalty to
a maximum amount of $10,000,000, ("Participating Royalty"). The Participating
Royalty is to be paid in minimum annual installments of $50,000 per year
beginning on the date the first revenues are derived from the license or sale of
the patented technology and after shares are issued per above. As part of the
minimum payment, the Company is to pay 5% of all net profits from sales,
licenses, royalties or income derived from the patented technology.

Pursuant to an agreement with Brian Cherry ("Cherry Agreement")
dated July 30, 1992 , Rand Energy Group Inc. 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, REGI U.S. was
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 U.S., Inc. and Rand Energy Group Inc.
(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.

- 14 -

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REGI U.S., INC.

REGI U.S., Inc. ("REGI U.S.") was, until April 30, 2008 (See
Note 7 of the Notes to the Consolidated Financial Statements), controlled by
Rand Energy Group Inc., a privately held British Columbia corporation ("Rand
Energy") which holds approximately 9% of the common shares of REGI U.S. Rand
Energy Group Inc. is controlled 51% by Reg Technologies Inc. Reg Technologies
holds approximately 12% of the common shares of REGI U.S. 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 100,000,000 common shares. As of April 30, 2008, a total
of 27,926,824 shares of common stock of REGI U.S. were issued and outstanding of
which 2,532,816 are owned by Rand Energy Group Inc.

Reg Technologies Inc. and REGI U.S., Inc. are 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. (our Canadian subsidiary 51% owned by the Company) which holds a 9%
interest in 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 As at April 30, 2008 Rand Energy Group Inc.
owes Reg Technologies $1,898,357 (2007 - $1,961,533) which will be fully repaid
prior to royalty obligations due, and prior to dividends being paid to the
owners of Rand Energy Group Inc.

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

|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 CamTM Direct
Charge (RC/DC) Engine, which is a variation of the Original Engine. The
Original Engine is an axial vane rotary engine, the worldwide marketing rights
to which are held by the Company while the US marketing rights are held by REGI
U.S., Inc.. 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

- 15 -

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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.

Our strategy is to develop products 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. We have tested the Technology for interested
customers who want a license agreement. To date, REGI U.S. has granted an option
for a license for certain applications for a Fortune 100 company who is
evaluating the RadMax: design and is currently assisting in the development and
testing at no cost to the Company.

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.

On January 24, 2006 we 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 was confirmed during the months of December 2005, and January
2006.

Compressor

In 2001, we contracted Coltec, Inc., a Columbus, Indiana
engineering firm, to fabricate the Rand Cam (TM) air conditioning compressor for
buses. The testing was conducted by Trans/Air Manufacturing Corporation, one of
the largest manufacturers of air conditioning units for buses. A special 3.2
SCFM air compressor was designed and built for a large fuel cell customer. The
customer reviewed the design and its comments were incorporated and final
drawings were prepared.

In January 2004, testing commenced on the working prototype
compressor. Based on the successful completion of 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.

A license agreement for compressor applications has not been
finalized.

- 16 -

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RadMax Rand Cam Technology

In February 2004 we announced that a REGI licensee 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
licensee 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 was 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.

During 2006, the final modifications, which were successfully
implemented on the 42 H.P Rand Cam, for the 125 H.P. version of the RadMax
engine were completed by Ebco Industries. The 125 H.P. engine was assembled and
tested. The testing consisted 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. Biodiesel and ethanol
blended fuels will also be utilized in a series of tests.

Further tests lead to several important modifications which
eliminated oil leaks from entering the combustion chamber, and reduced
compression losses.

In January 2007, we completed a statement of work agreement
with an engineering, prototyping, and manufacturing services company to complete
a working model RadMax pump.

The Phase I program was to design, demonstrate, and deliver a
prototype RadMax pump within 16 weeks. The goal for the work program was to
complete a pump suitable for supporting demonstration to potential customers and
to prove that the RadMax pump is a positive displacement device, capable of
processing approximately twice its internal volume every revolution, which means
that a production unit could be half the size and weight of any competitive
unit.

The Phase II program will be to design and demonstrate a
working model RadMax compressor to prove the same efficiency as the RadMax
pump, which will be half the size and weight of any competitive centrifugal
compressor.

On January 30, 2007 we announced the following RadMax product
development status:

- RadMax 125 hp engine design is currently being evaluated through computer
  modeling to determine mechanical, rotational and thermal stress; analysis
  contact forces; and engine resonant frequencies.
- 42 horsepower RadMax engine and compressor prototypes designed and concept
  tested.
- RadMax125 hp engine and pump prototypes designed and concept currently in
  testing stage.
- RadMax 125 hp engine design is currently being scaled to produce other
  sizes of the engine.

Next testing steps include:

| |  | Construction of demonstration prototypes of RadMax pump
      and compressor configurations.             
| |  | ----------------------------------------------------------------------------------------------------------
| |  |                                                                                                           
| |  | Computer tests using advanced software for tests of
      RadMax 125 hp engine to determine and document:
| |  |                                                                                                           
| |  |                                                                                                           
| |  |                                                                                                           
| |  |                                                                                                           

- 17 -

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| |  |                                                                                                                                            | Engine seals performance                                                      
| |  | ------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------
| |  |                                                                                                                                            |                                                                               
| |  |                                                                                                                                            | Engine materials performance and material selection for
      durability      
| |  |                                                                                                                                            |                                                                               
| |  |                                                                                                                                            | Auxiliary engine systems (fuel, cooling, electrical,
      etc.) requirements.
| |  |                                                                                                                                            |                                                                               
| |  | After completion of computer analysis, build working
      model prototype of RadMax engines for end users and potential
      licensees.

On March 14, 2007, we announced RadMax
product development status:

- RadMax®125 hp prototype pump fabrication complete.
  Assembly and testing underway.
- RadMax®125 hp prototype radial shaft seals have been
  integrated to eliminate leakage between rotors and
  cams.
- RadMax® engine design is currently being scaled to
  produce other sizes of the engine, including smaller, air-cooled versions up to 10 horsepower for UAV
  applications.

Our next testing steps included:

- Performance measurements of prototypes of RadMax
  pump
- Validation of radial shaft seals performance for pump
  and compressor
- Pump durability and performance benchmarking

In July 2007 we completed the pump testing and announced the
following product development:

- Performance measurements of prototype of RadMax® pump completed.
- Axial Vane Positive Displacement Pump efficiency validated greater than
  80%.
- Proprietary RadMax® radial shaft seals have been qualified for all low
  temperature applications (pumps, compressors).
- Validated ability to run dry, self-prime, and re-acquire prime.
- Measured suction to exceed 20 feet, lift (head) more than 80 feet.
- RadMax® 10-inch diameter prototype compressor fabrication is underway.
- Proprietary material will coat internal surfaces to facilitate safe run-dry
  operation.
- RadMax® Compressor includes many components common to RadMax® Pump, which
  reduces production unit cost.
- RadMax® Compressor designed for any gaseous use (air, refrigerant, carbon
  dioxide, etc.)

Planned testing steps include:

- Performance measurements of prototype RadMax® compressor
- Validation of seals performance for compressor environment
- Compressor durability and performance benchmarking including volume per
  revolution, compression ratio, and temperature increase due to compression.

Our RadMax® technology compressors are one of the most
efficient designed and are an important part of our business model. Validation
of prototype design specifications, during this test period, will allow us to
quickly move forward to negotiate potential revenue opportunities related to
global refrigeration, air conditioning, industrial processes, and portable
compressor applications.

On October 18, 2007, we announced the completion of the
prototype, proof-of-concept pump. This pump is suitable for supporting
demonstration to potential customers. It proves performance that a RadMax Pump
is

- 18 -

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a positive displacement device, capable of processing
approximately twice its internal volume every revolution. This means that a
production unit could have identical performance with half the size and weight
of any competitive unit. Reduction of weight is a significant performance
parameter for all equipment, directly translating into reduction of energy
requirements.

Working with a customer's specifications, a production pump
would include definition of performance goals, which translate into size,
weight, materials, fluid to be pumped, etc. A production pump would require the
design and development of production tooling for lower cost castings (aluminum,
steel, other), or injection molded polymer devices.

Our completed efforts for the prototype RadMax Pump
include the following metrics and results:

|Size: 10-inch diameter                    
|------------------------------------------
|Weight: 140 pounds (estimated)            
|Material: All steel                       
|Fluid: Any oil or water                   
|Priming: Self-priming                     
|Metrics: Volume per revolution, lift, head
|Pressure: 500 psi (maximum)               
|Op Range: 0° C (32° F) to 100° C (212° F) 
|Speed: Up to 5000 RPM                     

We exhibited our RadMax technology at the SAE (Society of
Automotive Engineers) Commercial Vehicle Engineering Congress & Exhibition,
in Chicago, IL, from October 30 to November 1, 2007. We displayed the latest
RadMax prototype hardware and discussed product development and marketing plans
for RadMaxtechnology devices. The SAE Commercial Vehicle
Engineering Congress and Exhibition is a global assembly of both on and off-road
vehicle customers, engineers, supply managers and executives that allows for the
exchange of cutting edge technological information, high-profile networking and
enhance understanding concerning the issues and challenges facing the commercial
vehicle industry. The event was also held in conjunction with the Powertrain
& Fluid Systems Conference, a gathering of powerplant design engineers and
engine fluid experts.

In March 2008, we completed the RadMax® Pump performance
testing at our alpha test site. In recent tests measuring discharge volumes and
pressures, the Pump was operated at varying speeds at the Cleveland machine shop
facilities. Most notable, a recent breakthrough technology insertion promises to
eliminate virtually all noise and internal pump friction and internal leakage,
allowing the pump to achieve even greater efficiencies. Laboratory tests to date
show no wear or damage.

In addition to establishing baseline performance
characteristics, the prototype next generation RadMax® pump incorporated the
latest design enhancements and tested new prototype seal and materials
configurations being considered for use in compressor and engine tests to be
commenced in the next phase this year. Future tests will continue to focus on
durability, alternative materials and design improvement matters that are
applicable to the whole family of RadMax® devices.

Discussions are continuing with interested RadMax® pump,
compressor and engine licensees with the next step to build and test custom
RadMax® pumps/engine applications to customer specifications.

Subsequent to the year ended April 30, 2008, on May 14, 2008
REGI U.S., Inc. entered into an agreement with a Fortune 1000 company
(evaluation company) to evaluate the RadMax® technology. The agreement covers
the evaluation of RadMax® technology by the evaluation company to determine if
the RadMax® technology meets the evaluation companys requirements for certain
commercial and military market applications.

- 19 -

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REGI U.S. granted the evaluation company an option for a period
of 90 days after the completion of the evaluation period to execute a Letter of
Intent to exclusively license our Rotary Engine IP on reasonable commercial
terms for certain commercial and military markets. REGI U.S. also granted the
evaluation company the option, for a period of 12 months after the completion of
the evaluation period, to execute a Letter of Intent to non-exclusively license
our Rotary Engine IP on reasonable commercial terms for certain commercial and
military markets.

On June 23, 2008 we announced that based on a recent
independent engineering assessment, the RadMax® diesel engine will use 20% less
fuel than a gasoline engine, and 50% less fuel than a turboprop jet engine. The
engineering assessment, performed by an independent company to evaluate the
RadMax® technology, states The RadMax® Diesel Engine Specific Fuel Consumption
(SFC) will be less than 0.4 lb/hp/hr.

The SFC is a useful parameter for engine comparisons. The SFC
is the fuel flow rate per unit power (P) output, expressed as: SFC = mf / P. To
calculate the mass flow (mf), the mass of fuel is required. As an example, for
gasoline, 1 litre = 740 g (and 1 US gal = 6.17 lb). Typical average values of
SFC for spark ignition, gasoline reciprocating piston engines are 305 g/kW/h =
227 g/hp/h = 0.5 lb/hp/hr. For a turboprop engine, the typical value is 0.8
lb/hp/hr.

From these calculations, the RadMax® diesel engine uses 20%
less fuel than a gasoline (petrol) engine (0.4 vs. 0.5), and half of a turboprop
jet engine (0.4 vs 0.8) .

Rand Cam Generator and Fuel Cell Technology

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. REGI U.S. has 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 REGI U.S. During the year ended April 30, 2006,
REGI assigned the distribution rights to us and recovered $200,000 of research
and development expenses.

In May 2006, ANUVU commenced production and building of the
fuel cell components. Delivery to Reg Tech was scheduled to begin upon
successful training and export approvals. Due to financial problems, ANUVU
reneged on the agreement.

Corporate

On July 28, 2008 we announced that an independent research
firm, Emerging Issuer Growth Report, and its writer Ana Pastorfide, prepared a
research report for REGI U.S., Inc. and Reg Technologies, Inc. on the RadMax®
rotary engine. An interview of John Robertson, our President and CEO can also be
viewed on www.emergingissuer.com.

On September 25, 2008, Robert Grisar, Vice President of
Engineering for the RadMax® / Rand Cam technology, was appointed as a new
member of Reg Technologies Inc.s board of directors. Mr. Grisar has more than
30 years of progressive engineering experience designing and implementing
electronic and mechanical systems for the US Department of Defense and related
agencies. This includes: airborne radar for fixed and rotary wing aircraft,
shipboard-submarine-and torpedo sonar, and line-of-sight, meteor burst, and
satellite communications systems. His commercial experience includes designing
and implementing the user

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interface and software for medical imaging and diagnostic
systems. Prior, he was responsible for the Astrospace design, fabrication, test,
and implementation of the thermal protection system for Space Shuttle solid
rocket boosters. Most recently, Mr. Grisar directed MILPARTS (Military Parts
Reinvention Network), which continues to reinvent, produce, and deliver military
system repair and spare parts for legacy defense systems.

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.

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.

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

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

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.

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. 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 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.

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Dependence on Certain Commercial Agreements

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

Patents and Licenses

Patents

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

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

The world wide patents cover Canada and several countries in
Europe, namely, Germany, France, Great Britain, and Italy.

Royalty Payments

The August 1992 Agreement calls for us to pay Rand Energy Group
Inc. 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 Energy Group Inc. 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 Energy Group Inc., REGI U.S. and West Virginia University
Research Corporation (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.

Material Effects of Government Regulation

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.

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|C. | ORGANIZATIONAL STRUCTURE
|-- | ------------------------

REGI U.S., Inc. ("REGI U.S.") was, until April 30, 2008 (See
Note 7 of the Notes to the Consolidated Financial Statements), a 9% 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.OB.
Refer to Exhibit 8.1 outlining our subsidiary structure.

|D. | PROPERTY, PLANTS AND EQUIPMENT
|-- | ------------------------------

We own no properties. We currently utilize office space which
we lease in a commercial business park building located in Richmond, British
Columbia, Canada, a suburb of Vancouver. On June 15, 2006, the Company entered
into an agreement to lease office premises from a related public company. The
monthly rent for our portion of this office space is $1,100.00. In addition, we
lease a research and development facility in a commercial business park building
also located in Richmond. The lease is for a period of three years with an
annual rent of $16,994 per annum. 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.

Plan of Operations

The following
  contains forward-looking statements relating to revenues, expenditures and sufficiency
  of capital resources. Actual results may differ from those projected in the
  forward-looking statements for a number of reasons, including those described
  in this 20-F/A, We do not intend to update the forward-looking information to
  reflect actual results or changes in the factors affecting such forward-looking
  information.

Source of Funds for Fiscal 2008/2009

Our primary source of funds since incorporation has been
through the issuance of equity securities.

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.

The audited financial statements have been prepared assuming
that the Company will continue as a going-concern. As discussed in note 1 to the
financial statements, the Company has no revenues and limited capital, which
together raise substantial doubt about its ability to continue as a
going-concern. Management plans in regard to these matters are also described in
note 1. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

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.

Use of Funds for Fiscal 2008/2009

We anticipate that our cash requirements for the fiscal year
ending April 30, 2009 will remain consistent with those for the fiscal year
ended April 30, 2008.

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Anticipated Changes to Facilities/Employees

We anticipate there will not be any changes to either
facilities or employees in the near future.

|ITEM 4A. | UNRESOLVED STAFF COMMENTS
|-------- | -------------------------

This section is not applicable as we are not an accelerated
filer or a large accelerated filer, as defined in Rule 12b-2 of the Exchange
Act, or a well-known seasoned issuer as defined in Rule 405 of the Securities
Act.

|ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS
|------- | --------------------------------------------

The following
  contains forward-looking statements relating to revenues, expenditures and sufficiency
  of capital resources. Actual results may differ from those projected in the
  forward-looking statements for a number of reasons, including those described
  in this 20-F/A, We do not intend to update the forward-looking information to
  reflect actual results or changes in the factors affecting such forward-looking
  information.

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 15 to the consolidated financial statements for a
reconciliation to U.S. GAAP.

Overview

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") also referred to
herein as the RadMax technology.

As a development stage company, we devote most of our
activities to establishing our business. Planned principal activities have not
yet produced significant revenues. We have undergone mounting losses to date
totaling $13,274,814 and further losses are expected until we complete a
licensing agreement with a manufacturer and reseller. We have working capital of
$96,508. 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.

|A. | OPERATING RESULTS
|-- | -----------------

Results of Operations

Fiscal Year Ended April 30, 2008 compared to Fiscal year
Ended April 30, 2007 (restated)

Result of operations was a net loss of $480,145 ($0.02 per
share) for 2008 as compared to net loss of $641,453 ($0.03 per share) for
2007.

No revenues from the sale or licensing of any technology were
realized in 2008 or 2007.

In 2008, the Company recognized a gain of $292,149 as a result
of its subsidiary selling shares outside the consolidated group for cash
proceeds of $261,820 which resulted in a disposition of 0.67% of its ownership
in this subsidiary. The decrease in net loss is mainly due to the fact that the
Company had a decrease on administrative expenses expense of $249,524 in 2008.
Gain on sale of subsidiarys shares decreased by $324,825 from $616,974 in 2007
to $292,149 in 2008. Gain on issue by subsidiary of its own shares outside

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the consolidated group increased by $81,520 from $147,414 in
2007 to $228,934 in 2008. Interest income decreased from $14,414 in 2007 to
$1,276 in 2008. Non-controlling interest increased by $293,505 from $467,958 in
2007 to $761,463 in 2008. Research and development increased by $71,513 to
$276,616 in 2008 from $205,103 in 2007 while general and administrative expenses
decreased by $249,524 to $1,428,432 in 2008 from $1,677,956 in 2007. This net
decrease is a result of less activity in the Company. Professional fees
decreased by $31,865 from $263,838 in 2007 to $231,973 in 2008. Stock-based
compensation for 2007 was $296,528 compared to $247,059 in 2008.

Fiscal Year Ended April 30, 2007 (restated) compared to
Fiscal year Ended April 30, 2006 (restated)

Results of operations were a net loss of $641,453 ($0.03 per
share) for 2007 as compared to net loss of $263,594 ($0.01 per share) for
2006.

No revenues from the sale or licensing of any technology were
realized in 2007 or 2006.

In 2007, the Company recognized a gain of $616,974 as a result
of its subsidiary selling shares outside the consolidated group for cash
proceeds of $621,526 which resulted in a disposition of 0.99% of its ownership
in this subsidiary. General and administrative expenses increased by $259,008 to
$1,677,956 in 2007 from $1,418,948 in 2006. This increase is mainly a result of
increases in wages of $110,000 as well as increases in professional fees of
$141,000 to $251,000 in 2007 from $118,000 in 2006. Advertising increased by
$71,000 to $124,000 in 2007 as compared to $53,000 in 2006. In 2006, the Company
recorded an impairment loss for the costs of distribution rights for the Anuvu
fuel cell technology of $245,356.

In 2006, the Company recognized a gain of $385,853 as a result
of its subsidiary selling shares outside the consolidated group for cash
proceeds of $390,653, which resulted in a deemed disposition of 1.15% of its
ownership in the subsidiary.

Fiscal Year Ended April 30, 2006 (restated) compared to
Fiscal year Ended April 30, 2005

Results of operations were a net loss of $263,594 ($0.01 per
share) for 2006 as compared to net loss of $5,441,000 ($0.25 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 $385,853 as a result
of its subsidiary selling shares outside the consolidated group for cash
proceeds of $390,653 which resulted in a disposition of 1.15% of its ownership
in this subsidiary. General and administrative expenses increased by $747,000 to
$1,418,948 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 $263,000 to $584,000 in
2006 from $321,000 in 2005. During 2006, the Company expensed $155,136 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.

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

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|B. | LIQUIDITY AND CAPITAL RESOURCES
|-- | -------------------------------

LIQUIDITY AND CAPITAL RESOURCES

In the past, we have derived most of our development and
operating capital primarily from the issuance of our capital stock and our
equity accounted investee, 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 $1,792,800 at September 16, 2008. 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.

Liquidity

Fiscal Year Ended April 30, 2008 compared to Fiscal year Ended
April 30, 2007 (restated)

During the fiscal year ended April 30, 2008, we financed our
operations and received $651,140 by:

| | (i) | issuing capital stock for $651,140
| | --- | ----------------------------------

During the fiscal year ended April 30, 2008, we received
$418,949 cash from investing activities by:

| | (i)   | net repayment of financial support from companies
      affiliated with the President of the Company in the amount of $166,215.
      These amounts are unsecured, non-interest bearing and due on
  demand;
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)  | purchase of office equipment for $1,338;                                                                                                                                                                    
| | (iii) | cash to deemed disposition of equity accounted investee
      of $7,748;                                                                                                                                    
| | (iv)  | proceeds from sale of shares of equity accounted investee
      of $261,820.                                                                                                                                

During the fiscal year ended April 30, 2008, we used cash in
the amount of $1,348,819 on operating activities as compared to $1,197,762 for
the same period last year through:

| | (i)    | payment of consulting services and investor relations for
      $405,491
| | ------ | ------------------------------------------------------------------------
| | (ii)   | payment of research and development expenses
    $222,237               
| | (iii)  | payment of management and directors fees for
    $53,500;               
| | (iv)   | payment of professional fees for $149,443;                              
| | (v)    | payment of transfer agent and filing fees for
    $56,776;              
| | (vi)   | payment of travel and promotion for $111,703;                           
| | (vii)  | payment of wages and benefits for $223,473;                             
| | (viii) | payment of other general and administrative expenses for
      $126,196.

Our cash position has decreased to $258.

Fiscal Year Ended April 30, 2007 (restated) compared to
Fiscal year Ended April 30, 2006 (restated)

During the fiscal year ended April 30, 2007, we financed our
operations and received $552,935 by:

| | (i) | issuing capital stock for
$552,935;
| | --- | -----------------------------------

During the fiscal ended April 30, 2007, we used cash in the
amount of $1,197,762 on operating activities as compared to $1,600,856 for the
same period last year through:

| | (i)   | payment of consulting services for $93,000;               
| | ----- | ----------------------------------------------------------
| | (ii)  | payment of advertising expenses for $342,000;             
| | (iii) | payment for research and development for
  $197,000;      
| | (iv)  | payment of management and directors fees for
    $41,000; 
| | (v)   | payment of professional fees for $189,000;                
| | (vi)  | payment of transfer agent and filing fees for
    $34,000;

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| | (vii)  | payment of travel and promotion for $118,000;                         
| | ------ | ----------------------------------------------------------------------
| | (viii) | payment of wages and benefits for $134,000;                           
| | (ix)   | payment of other general and administrative expenses for
      $50,000

During the fiscal year ended April 30, 2007, we received
$504,582 cash from investing activities by:

| | (i)   | net repayment of financial support to companies
      affiliated with the President of the Company in the amount of $102,800.
      These amounts are unsecured, non-interest bearing and due on
  demand;
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)  | receiving proceeds from sale of subsidiarys shares for
      $621,526:                                                                                                                                   
| | (iii) | Purchasing office equipment for
$14,144.                                                                                                                                                                  

Our cash position had decreased to $294,463.

Fiscal Year Ended April 30, 2006 (restated) compared to
Fiscal year Ended April 30, 2005

During the fiscal year ended April 30, 2006, we financed our
operations and received $1,545,108 by:

| | (i)   | issuing capital stock for $262,468;                                                
| | ----- | -----------------------------------------------------------------------------------
| | (ii)  | receiving subscriptions for $4,452;                                                
| | (iii) | 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 $1,600,856 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
      $384,000  

During the fiscal year ended April 30, 2006, we received
$276,027 cash from investing activities 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) | receiving proceeds from sale of subsidiarys shares for
      $390,653.                                                                                                                                   

Our cash position had increased to $427,777

Capital Resources

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, 23,942,759 shares
were issued and outstanding as of April 30, 2008 and 25,475,349 are outstanding
as at October 15, 2008. 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.

The directors of the Company adopted the Reg Technologies Inc.
2002 Stock Option Plan (the Plan or the 2002 Plan), and received shareholder
approval of same on January 6, 2003. The Company has adopted a type of plan
under which options may be granted for a number of shares up to 10% of the
issued and outstanding shares of the Company from time to time. As the number of
shares reserved for issuance under the Plan increases with the issue of
additional shares by the Company, the Plan is considered to be a rolling stock
option plan. This rolling plan requires Shareholder approval annually.

Subsequent to the year ended April 30, 2008, Reg Technologies
Inc. issued 1,315,168 units at $0.40 per unit for proceeds of $526,067, net
finders fees of $23,070. Each unit consists of one share of common stock and

- 28 -

---

one warrant. Each warrant will enable the investor to purchase
one additional share at an exercise price of $0.50 per share in the first year
or $0.60 per share in the second year.

During the fiscal year ended April 30, 2008 REGI U.S., Inc.
raised $571,250 pursuant to a private placement of 833,950 units. The Units were
issued at a purchase price of US$1 per Unit for cash proceeds of $537,753, net
of issue costs of $33,497. Each Unit consisted of one share common stock of the
Company and one warrant. Each warrant may be exercised to enable the investor to
purchase one additional share of Common Stock at US$1.50 within five years of
the date of issuance to the purchaser. Also during 2008, REGI U.S. raised
$12,125 from the exercise of 38,500 stock options, and $86,666 from the exercise
of 99,166 share purchase warrants.

During the
  year ended April 30, 2008, no stock options were exercised, no stock options
  expired or were cancelled and no stock options were granted. As at April 30,
  2008 we had 1,125,000 stock options outstanding at exercise prices ranging from
  $0.14 per share to $0.30 per share with expiry dates ranging September 18, 2008
  to October 20, 2010. If exercised, the 1,125,000 stock options would increase
  our available cash by $306,000. The number of shares exercisable as at the date
  of this 20-F/A, pursuant to the vesting schedule of the Company’s stock
  option plan, is 300,000 shares which could increase our available cash by $81,000.
  Please refer to Note 5(c) of our financial statements.

Contributed surplus was $2,024,832 as at April 30, 2008 (2007 -
$849,839 restated). The increase of $1,174,993 represents stock-based
compensation, deconsolidation of subsidiary, deconsolidation adjustment and
foreign currency translation adjustment. The fair value of the outstanding
options and compensation options granted was calculated using the Black-Scholes
method of valuation. We do not have any long-term debt or other obligations.

US GAAP Reconciliation

Our financial statements are prepared in accordance with
Canadian GAAP. There are differences between Canadian and U.S. GAAP and such
differences are summarized in Note 15 to the financial statements included
herein.

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

The basic research and development work on the RadMax / Rand
Cam Engine and other products is being coordinated and funded by Reg Tech and
REGI U.S., Inc. and funded as to 50% each.

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 RadMax / Rand Cam Engine and
other products.

During the last two fiscal years, excluding foreign exchange
adjustment, we spent $481,719 on research and development. During the past year,
development costs have been assumed by a third party who are evaluating the
RadMax design.

|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/A and in our audited consolidated financial statements for
  the year ended April 30, 2008.

- 29 -

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|F. | TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
|-- | ---------------------------------------------

The following table provides information as of the latest
fiscal year end balance sheet date with respect to the Companys known
contractual obligations specified below.

We expect to fund these obligations from operating income and
equity financing:

Contractual Obligations
    Total
    Less than 1 year
    1-3 years
    3-5 years
    More than 5 yearsLong-term debt obligations
    Nil - -
    Nil - -
    Nil - -
    Nil - -
    Nil - -Capital (Finance) Lease obligations
    Nil - -
    Nil - -
    Nil - -
    Nil - -
    Nil - -Operating lease obligations
    19,118
    16,994
    2,124
    Nil - -
    Nil - -Purchase Obligations
    Nil - -
    Nil - -
    Nil - -
    Nil - -
    Nil - -Other Long-term liabilities reflected on the
      Companys Balance sheet under Canadian GAAP
    Nil - -
    Nil - -
    Nil - -
    Nil - -
    Nil - -Total
    US$19,118
    US$16,994
    US$2,124
    Nil
    Nil


Significant Accounting Policies

The Companys management is required to make judgments,
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the consolidated financial statements and the
reported amounts of revenues and expenses during the reporting period. On a
regular basis, we evaluate our estimates and assumptions. We base our estimates
on historical experience and on various other assumptions that are believed to
be reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.

These critical accounting policies include:

Basis of accounting and principles of consolidation

The consolidated financial statements are prepared using
Canadian generally accepted accounting principles (GAAP) and are presented in
Canadian dollars.

The financial statements include the accounts of the Company
and its 51% owned subsidiary, Rand, which owns a 9% interest in REGI. The
Company also owns a 12% (2007 - 12%) interest in REGI U.S., Inc. Prior to April
30, 2008, REGI was considered a controlled subsidiary for consolidation purposes
by way of control through an annually renewable voting trusts agreement, with
other affiliated companies. This trust agreement gave the Company 50% control of
the voting shares of REGI. The agreement could be cancelled by the President of
the 51% owned subsidiary with seven days written notice to the affiliated
companies. Effective April 30, 2008, the voting trusts agreement was
cancelled.

All inter-company accounts and transactions have been
eliminated.

- 30 -

---

Investments

Investments in which the Company has the ability to exert
significant influence but does not have control are accounted for using the
equity method whereby the original cost of the investment is adjusted annually
for the Company's share of earnings, losses and dividends during the current
year.

When the Companys carrying value in an equity method investee
company is reduced to zero, no further losses are recorded in the Companys
consolidated financial statements unless the Company guaranteed obligations of
the investee company or has committed additional funding. When the investee
company subsequently reports income, the Company will not record its share of
such income until it equals the amount of its share of losses not previously
recognized.

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.

Cash and cash equivalents

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

Use of estimates

The preparation of financial statements in conformity with
Canadian generally accepted accounting principles requires the Companys
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements, and the reported amounts of revenues and
expenses during the reporting period. Significant areas requiring the use of
management estimates relate to the impairment of mineral property interests,
useful life and recoverability of long-lived assets, accrued liabilities,
assumptions used in the determination of the fair value of stock-based
compensation and future income tax asset valuation allowances. Actual results
could differ from those estimates. The Company bases its estimates and
assumptions on current facts, historical experience and various other factors
that it believes to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities, and the accrual of costs and expenses that are not readily apparent
from other sources. The actual results experienced by the Company may differ
materially and adversely from the Companys estimates. To the extent there are
material differences between the estimates and the actual results, future
results of operations and future cash flows would be affected.

Intangible assets

The Company accounts for goodwill and intangible assets in
accordance with CICA Handbook Section 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.

- 31 -

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Equipment

Equipment consists of office furniture and equipment, and
computer hardware recorded at cost and amortized on a straight-line basis over a
five-year and three-year period, respectively.

Research and development costs

The Company is in the development stage and all costs relating
to research and development are charged to operations as incurred.

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.

Foreign currency translation

| | [i]  | Translation of foreign currency transactions and
      balances                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |      | Monetary balance sheet items are translated 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.

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 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.

Share issue costs

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

Stock-based compensation plans

The Company accounts for stock-based compensation using a fair
value based method with respect to all stock-based payments measured and
recognized, to directors, employees and non-employees. For directors and

- 32 -

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employees, the fair value of the options is measured at the
date of grant. For non-employees, the fair value of the options is measured on
the earlier of the date at which the counterparty performance is complete or the
date the performance commitment is reached or the date at which the equity
instruments are granted if they are fully vested and non-forfeitable. For
directors, employees and non-employees, the fair value of the options is accrued
and charged to operations over the vesting period, with the offset credited to
contributed surplus. If and when the stock options are ultimately exercised, the
applicable amounts of contributed surplus are transferred to share capital.

Loss per share

Basic loss per share is calculated using the weighted average
number of common shares outstanding during the year. The Company uses the
treasury stock method for calculating diluted loss per share. Under this method
the dilutive effect on loss per share is recognized on the use of the proceeds
that could be obtained upon exercise of options, warrants and similar
instruments. It assumes that the proceeds would be used to purchase common
shares at the average market price during the period.

However, diluted loss per share is not presented where the
effects of various conversions and exercise of options and warrants would be
anti-dilutive. Shares held in escrow, other than where their release is subject
to the passage of time, are not included in the calculation of the weighted
average number of common shares outstanding.

Future accounting changes

The following changes (i - iii) will apply for the Company to
interim and annual consolidated financial statements, commencing May 1, 2008,
while change (iv) will apply from May 1, 2009. The Company is in the process of
assessing the impact of these changes on its consolidated financial
statements.

| | [i] | Capital Disclosures
| | --- | -------------------

In February 2007, the CICA issued
Handbook Section 1535, Capital Disclosures, which requires the
disclosure of both qualitative and quantitative information that provides users
of financial statements with information to evaluate the entitys objectives,
policies and procedures for managing capital.

| | [ii] | Financial Instruments
| | ---- | ---------------------

In February 2007, the CICA issued two
new standards, Section 3862, Financial Instruments Disclosures, and
Section 3863, Financial Instruments Presentation. These sections will
replace the existing Section 3861, Financial Instruments Disclosure and
Presentation. Section 3862 provides users with information to evaluate the
significance of the financial instruments of the entitys financial position and
performances, nature and extent of risks arising from financial instrument, and
how the entity manages those risks. Section 3863 deals with the classification
of financial instruments, related interest, dividends, losses and gains, and the
circumstances in which financial assets and financial liabilities are
offset.

| | [iii] | Going concern
| | ----- | -------------

In June 2007, the CICA amended Handbook
Section 1400, General Standards of Financial Statement Presentation,
which requires management to make an assessment of a companys ability to
continue as a going-concern. When financial statements are not prepared on a
going-concern basis that fact shall be disclosed together with the basis on
which the financial statements are prepared and the reason why the Company is
not considered a going-concern.

| | [iv] | Goodwill and Intangible Assets
| | ---- | ------------------------------

In February 2008,
the CICAissued Handbook Section 3064,Goodwill and intangible assets,replacing Section 3062,Goodwill
and other intangible assets,and Section 3450,Research

- 33 -

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and development
costs.This section establishes standards for
the recognition, measurement, presentation and disclosure of goodwill subsequent
to its initial recognition and of intangible assets by profit-oriented
enterprises. Standards concerning goodwill are unchanged from the standards
included in the previous Section 3062.

| | [v] | International Financial Reporting Standards
      ("IFRS")
| | --- | ----------------------------------------------------------

In 2006, the Canadian Accounting
Standards Board ("AcSB") published a new strategic plan that will significantly
affect financial reporting requirements for Canadian companies. The AcSB
strategic plan outlines the convergence of Canadian generally accepted
accounting principles with IFRS over an expected five year transitional period.
In February 2008, the AcSB announced that 2011 is the changeover date for
publicly-listed companies to use IFRS, replacing Canada's own generally accepted
accounting principles. The date is for interim and annual financial statements
beginning on April 30, 2011. Implementation of the change will require the
restatement for comparative purposes of amounts reported by the Company for the
year ended April 30, 2010. While the Company has begun assessing the adoption of
IFRS for 2011, the financial reporting impact of the transition to IFRS cannot
be reasonably estimated at this time.

|G. | SAFE HARBOR
|-- | -----------

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

Our estimated or anticipated future results or other
non-historical facts are forward-looking and reflect our current perspective of
existing trends and information. The 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 factors include, among others, the following risks: the risks
associated with outstanding litigation, if any, risks associated with project
development; the need for additional financing; operational risks associated
with developing and testing an engine; reliance on key personnel; the potential
for conflicts of interest among certain officers, directors or promoters with
certain other projects; the absence of dividends; currency fluctuations;
competition; dilution; the volatility of our common share price and volume; and
tax consequences to U.S. Shareholders, 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 AND SENIOR MANAGEMENT
|-- | -------------------------------

As of April 30, 2008, 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, 2008.

- 34 -

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Name
    Position with Registrant
    Term
      of Office
    Office Held SinceJohn G. Robertson
    President, Secretary and Director
    Annual Shareholders Meeting for fiscal 2008
    1982Jennifer Lorette *
    Director
    Annual Shareholders Meeting for fiscal 2008
    2001James Vandeberg *
    Chief Financial Officer and Director
    Annual Shareholders meeting for fiscal 2008
    2004Susanne Robertson *
    Director
    Annual Shareholders meeting for fiscal 2008
    1984


* Indicates member of the Issuer's
audit committee.

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 1982,
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 Gold 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. REGI U.S. is ultimately controlled by Reg Technologies
Inc. Mr. Robertson has been the President and Chief Executive Officer and a
Director of IAS Energy, Inc. since its formation in December 1994, a U.S. public
company which trades on the OTC bulletin board. Mr. Robertson is also the
President and founder of Teryl Resources Corp., a British Columbia company
trading on the TSX Venture Exchange and the OTC bulletin board 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 JGR Petroleum, Inc a private company. 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 2001. Ms. Lorette is a director of Linux Gold Corp., a
British Columbia company traded on the OTC BB. 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.
Ms. Lorette is a founder, and has been Secretary and a director of IAS Energy,
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 and the OTC bulletin board involved in mineral 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.

- 35 -

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James L. Vandeberg, Sammamish, WAMr. Vandeberg has been
a director of the Company and its Chief Financial Officer 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.. He is also a director of IAS Energy, 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 ASAP Expo Inc. since 2005. 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.

The Directors have served in their respective capacities since
their election and/or appointment and will serve until the next Annual General
Meeting or until a successor is duly elected, unless the office is vacated in
accordance with our Articles.

The Board of Directors appoints Senior Management who serves at
the discretion of the Board of Directors.

On September 9, 2008 the British Columbia Securities Commission
(BCSC) issued a Cease Trade Order for Reg Technologies citing a failure to file
its annual audited financial statements and its annual management and
discussion. We filed the required documents on SEDAR on September 22, 2008, to
comply with the requirements to rectify the continuous disclosure deficiencies
and the Cease Trade Order was revoked by the BCSC on September 24, 2008.
Additionally, we received notification from the TSX Venture Exchange that it had
suspended trading in the Companys shares as a result of the cease trade order.
Reinstatement to trading can occur only when the cease trade order is revoked
and the Exchange has concluded its reinstatement review to ensure the Company
has satisfactorily complied with the Exchange requirements. The TSX Venture
Exchange reinstated the Companys shares for trading on October 7, 2008.

On December 3, 2007 the British Columbia Securities Commission
(BCSC) issued a Cease Trade Order for Linux Gold Corp., a company with related
directors and officers, citing a failure to file a technical report and
non-compliant disclosure. The commission staff found that the technical report
filed on SEDAR on February 22, 2006 was not prepared by a qualified person. The
commission staff also found that our disclosure in the offering memorandum dated
April 5, 2007 did not disclose repayment of debt to related parties. We filed
the required documents on SEDAR to comply with the requirements to rectify the
continuous disclosure deficiencies and the Cease Trade Order was revoked by the
BCSC on February 8, 2008.

Other than the Cease Trade Order issued against the Company and
against Linux Gold Corp, no Director and/or member of Senior Management had been
the subject of any order, judgement, or decree of any governmental agency or
administrator or of any court or competent jurisdiction, revoking or suspending
for cause any license, permit or other authority of such person or of any
corporation of which he is a Director and/or Senior Management, to engage in the
securities business or in the sale of a particular security or temporarily or
permanently restraining or enjoining any such person or any corporation of which
he is an officer or director from engaging in or continuing any
conduct/practice/employment in connection with the purchase or sale of
securities, or convicting such person of any felony or misdemeanour involving a
security or any aspect of the securities business or of theft or of any
felony.

There is a family relationship between two of the Directors or
Senior Management. John Robertson and Susanne Robertson are husband and
wife.

There are no arrangements or understandings with major
shareholders, customers, suppliers or others, pursuant to which any person
referred to above was selected as a Director or member of senior management.

- 36 -

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|B. | COMPENSATION
|-- | ------------

The following table sets out the compensation information for
the fiscal years April 30, 2008, April 30, 2007 and April 30, 2006 for our
directors and members of our administrative, supervisory or management
bodies.

Name and
      Principal Position
    Year
    Annual Compensation
    Long-Term CompensationSalary ($)
    Bonus ($)
    Other Annual
      Compensation ($)
    Awards
    PayoutsSecurities Granted under
      Options/SARS(1)Granted #
    Restricted Shares or Restricted Share
      Units ($)
    LTIP
      (2)Payouts ($)
    All Other
      Compensation ($)John G. Robertson,
      President
    2008 2007
      2006
    6,000 (4) 6,000
      (4) 12,000 (4)
    Nil Nil
      Nil
    30,000 (3)
      30,000 (3) 30,000 (3)
    Nil Nil
      Nil
    Nil Nil
      Nil
    Nil Nil
      Nil
    Nil Nil
      NilJames Vandeberg,
      CFO
    2008 2007
      2006
    Nil Nil
      Nil
    Nil Nil
      Nil
    Nil Nil
      Nil
    Nil Nil
      Nil
    Nil Nil
      Nil
    Nil Nil
      Nil
    Nil Nil
      NilJennifer Lorette,
      Director
    2008 2007
      2006
    18,000
      12,000 12,000
    Nil Nil
      Nil
    Nil Nil
      Nil
    Nil Nil
      Nil
    Nil Nil
      Nil
    Nil Nil
      Nil
    Nil Nil
      Nil


| | (1) | "SARS"or "stock appreciation right"means
      a right granted by the Company, as compensation for services rendered, to
      receive a payment of cash or an issue or transfer of securities based
      wholly or in part on changes in the trading price of publicly traded
      securities of the Company.                                        
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | "LTIP"or "long term incentive plan"means
      any plan which provides compensation intended to serve as incentive for
      performance to occur over a period longer than one financial year, but
      does not include option or stock appreciation right plans or plans for
      compensation through restricted shares or restricted share
units.
| | (3) | John Robertson is a director and Susanne Robertson is the
      sole shareholder of SMR Investments Ltd., which accrued $2,500 per month
      from the Company for management services provided to the
Company.                                                                                                                                        
| | (4) | A director's fee of $6,000 was paid to John G. Robertson,
      our President, during fiscal 2008 and 2007. Mr. Robertson was paid $12,000
      in fiscal 2006.                                                                                                                                                                                        

Option/SAR Grants

Name
    Number of Options Granted
    % of Total Options Granted as of April 30,
      2007
    Exercise or Base
      Price ($/Security) (1)
    Date of Grant
    Mkt. Value of Securities Underlying Options on
      Date of Grant ($)
    Expiry DateDirectors who are not Named
      Executive Officers
    Nil
    Nil% (1)
    $N/A(1)
    N/A
    $N/A
    N/A


(1) During the fiscal year ended April
30, 2008 no stock options were granted.

Compensation of Executive Officers and
Directors

The aggregate cash compensation (including salaries, fees,
directors fees, commissions, bonuses) paid for services rendered during the
fiscal year ended April 30, 2008, and any compensation other than bonuses earned
during the fiscal year ended April 30, 2008 (the payment of which was deferred)
paid to our executive officers and directors by the Company and its subsidiaries
for services rendered during the fiscal year ended April 30, 2008 was $54,000.
Other than as herein set forth, the Company did not pay any additional
compensation to our executive officers and directors (including personal
benefits and securities or properties paid or distributed which compensation was
not offered on the same terms to all full time employees). There was no other
cash compensation paid to directors by the Company for services rendered in
their capacities as directors for the year ended April 30, 2008.

- 37 -

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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 2008, 2007 and 2006.

A director's fee of $6,000 was paid to John G. Robertson, our
President, during fiscal 2008 and 2007, and $12,000 in fiscal 2006.

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, 2008 to provide pension, retirement or similar benefits for
our officers or directors.

During the fiscal year ended April 30, 2008, 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 2008 annual general meeting, which
is scheduled to be held on October 29, 2008.

During the fiscal year ended April 30, 2008, no new stock
options were granted, no stock options were exercised and no stock options
expired pursuant to stock option plans.

Total options
  currently outstanding at the date of this 20-F/A are 1,125,000. Of the total
  amount:

- 100,000 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
- 750,000 are exercisable at $0.30 per share expiring October 20, 2010.

Aggregated Stock Options Exercises in Fiscal 2008 Fiscal
Year End Unexercised Stock Options Fiscal Year End Stock Option Values
Senior Management/Directors

Name
    Number of Shares
      Acquired on Exercise
    Aggregate
      Value Realized
    Number of Unexercised
      Optionsat Fiscal Year-End
      Exercisable/Unexercisable
    Value of Unexercised
      In-the- **Money Options at Fiscal** Year-End
      Exercisable/ Unexercisable (*)John G. Robertson, President and Director
    N/A
    N/A
    187,500 / 562,500
    $84,375 / 253,125Jennifer Lorette, Director
    N/A
    N/A
    25,000 / 50,000
    $11,250 / 22,500Susanne Robertson,
      Director
    N/A
    N/A
    62,500 / 187,500
    $28,125 / 84,375James Vandeberg, Director,
      Chief Financial Officer
    N/A
    N/A
    12,500 / 25,000
    $ 5,625 / 11,250


* The closing price of the Companys shares on the TSX Venture
Exchange on April 30, 2008 was $0.45. During the fiscal year ended April 30,
2008 no stock options were granted pursuant to stock option plans. No stock
options were exercised and no stock options were cancelled or expired (see Note
5 to our Financial Statements).

- 38 -

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

NAME OF
      OPTIONEE
    NUMBER OF OPTIONS
    EXERCISE PRICE
    EXPIRY DATEJohn Robertson
    750,000
    $0.30
    October 20, 2010Jennifer Lorette
    50,000
    $0.30
    September 18, 200825,000
    $0.14
    April
      8, 2009Susanne Robertson
    250,000
    $0.19
    March
      4, 2009James Vandeberg
    37,500
    $0.30
    September 18, 2008TOTAL HELD AS A
      GROUP:
    1,112,500


Subsequent to April 30, 2008, the directors and officers were
granted the following options at $0.40 expiring on August 1, 2013: John
Robertson 100,000 options, James Vandeberg 50,000 options and Jennifer Lorette
50,000 options.

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 DATEArnie Winrob
    12,500
    $0.30
    September 18, 2008TOTAL:
    12,500


INDEBTEDNESS OF DIRECTORS AND OFFICERS

None of the directors and senior officers of the Company,
proposed nominees for election or associates of such persons is or has been
indebted to the Company or its subsidiaries, other than routine indebtedness, at
any time since the beginning of the last completed financial year of the
Company.

|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
|-- | ---------

As of April 30, 2008, we did not have any employees; 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 October 15, 2008:

- 39 -

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Shareholder
    Number of shares issued and outstanding
    Percentage ownership (1)John G. Robertson
      (2)
    3,290,199
    12.9%Jennifer Lorette
      (3)
    133,400
    *Susanne Robertson
      (4)
    4,838,728
    18.9%James Vandeberg
      (5)
    100,000
    *


| | (1) | As at October 15, 2008 there were 25,475,349 issued and
      outstanding common shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Includes 1,118,530 shares registered in the name of and
      beneficially owned by Access Information Services, Inc., a Washington
      corporation which is owned and controlled by the Robertson Family Trust,
      the beneficiary of which is Kelly Robertson, daughter of John G.
      Robertson. Mr. Robertson is one of three trustees of the Robertson Family
      Trust, which acts by the majority vote of the three trustees. Mr.
      Robertson disclaims beneficial ownership of the shares owned or controlled
      by the Robertson Family Trust. It also includes 850,000 stock
    options.
| | (3) | Includes 125,000 stock options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (4) | SMR Investments Ltd., a company wholly-owned by Susanne
      Robertson, is the beneficial owner of 3,998,753 common shares representing
      15.7% of our outstanding common shares. This amount also includes 250,000
      stock options.                                                                                                                                                                                                                                                                                                                                                                      
| | (5) | Includes 87,500 stock options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

* 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, foreign government or by any other natural
or legal person, except as set out below.

At April 30, 2008, we are aware of two shareholders who own 5%
or greater of the voting shares of the Company.

Susanne Robertson, our director, owns or controls 4,551,228 of
our issued and outstanding common shares. Of these, 589,975 common shares are
held directly and the balance of 3,998,753 common shares are held by SMR
Investments Ltd., a private company wholly-owned by Susanne M. Robertson. Mrs.
Robertson does not have any different voting rights.

John Robertson, our President and a director, owns or controls
2,440,199 of our issued and outstanding common shares. Of these 1,321,669 are
held directly; and 1,118,530 shares registered in the name of and beneficially
owned by Access Information Services, Inc., a Washington corporation which is
owned and controlled by the Robertson Family Trust, the beneficiary of which is
Kelly Robertson, daughter of John G. Robertson. Mr. Robertson is one of three
trustees of the Robertson Family Trust, which acts by the majority vote of the
three trustees. Mr. Robertson disclaims beneficial ownership of the shares owned
or controlled by the Robertson Family Trust.

Over the past three years, there has not been a significant
change in the percentage ownership held by any major shareholder.

- 40 -

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Canadian Share Ownership.

On October 15, 2008, our shareholders list showed 25,475,349
common shares outstanding with 499 registered shareholders. The direct and
indirect holding by depository institutions and other financial institutions is
estimated as 59 holders of record resident in Canada, holding an aggregate of
12,326,505 common shares; 415 holders of record resident in the United States,
holding an aggregate of 11,825,376 common shares; and 3 holders of record
resident elsewhere holding an aggregate of 8,300 common shares.

Control of the Company

We are a publicly owned Canadian corporation, with shareholders
in Canada, the United States and other foreign jurisdictions. We are not
controlled by any foreign government or other person.

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

|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 2008, 2007 and 2006.

A director's fee of $6,000 was paid to John G. Robertson, our
President, during fiscal 2008 and 2007, and $12,000 in fiscal 2006.

We had equity accounted investee advances owed to the Company
of $112,312 at April 30, 2008 compared to $Nil at April 2007 year-end, and we
also had related party advances owed to the Company of $16,491at April 30, 2008
compared to $58,420 at the end of April 2007 year end. These were unsecured,
non-interest bearing and with no fixed terms of repayment.

We believe that the terms of these transactions were incurred
in the normal course of operations and are equivalent or more favorable than
terms we would be able to negotiate in arms-length transactions with
unaffiliated parties.

During the fiscal year ended April 30, 2008 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, 2008 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 10 of the financial statements for the years ended
April 30, 2008 and 2007.

|C. | INTERESTS OF EXPERTS AND COUNSEL.
|-- | ---------------------------------

Not applicable.

- 41 -

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|ITEM 8. | FINANCIAL INFORMATION
|------- | ---------------------

|A. | CONSOLIDATED STATEMENTS AND OTHER FINANCIAL
      INFORMATION
|-- | -------------------------------------------------------------

See page F-1 to F-20 following Item 19.

Legal Proceedings

We are not a party to any material legal proceedings.

Dividend Distribution Policy

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

|B. | SIGNIFICANT CHANGES
|-- | -------------------

On September 25, 2008, the Companys Board of Directors
dismissed Smythe Ratcliffe LLP as its independent registered public accounting
firm. James Stafford, Chartered Accountants were appointed as the new
independent registered public accounting firm of the Company on September 25,
2008, which appointment was ratified by the shareholders of the Company at its
annual general meeting of shareholders on October 29, 2008. Smythe Ratcliffe
LLPs audit report of the Companys financial statements for each of the years
ended April 30, 2008 and 2007 included language expressing substantial doubt as
to the Companys ability to continue as a going concern. The audit report
contained no other adverse adverse opinion or disclaimer of opinion, and was not
qualified or modified as to uncertainty, audit scope, or accounting principles.

|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 Venture) (the principal non-United States trading
market) since August, 1983. Our trading symbol on the TSX Venture is RRE.V. 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 under
the symbol REGRF.OB. 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:

- 42 -

---

TSX Venture
    OTC BB*High
    Low
    High
    LowCDN
      $
    CDN
      $
    US $
    US $High-Bid*
    Low-Bid*20061stQuarter ended July 31/05
    0.50
    0.355
    0.401
    0.262ndQuarter ended October 31/05
    0.49
    0.33
    0.361
    0.293rdQuarter ended January 31/06
    0.43
    0.25
    0.36
    0.204thQuarter ended April 30/06
    0.86
    0.245
    0.75
    0.2020071stQuarter ended July 31/06
    0.90
    0.52
    0.79
    0.252ndQuarter ended October 31/06
    0.80
    0.38
    0.671
    0.313rdQuarter ended January 31/07
    0.71
    0.50
    0.56
    0.404thQuarter ended April 30/07
    0.75
    0.42
    0.66
    0.3020081stQuarter ended July 31/07
    0.76
    0.50
    0.66
    0.372ndQuarter ended October 31/07
    0.59
    0.45
    0.53
    0.403rdQuarter ended January 31/08
    0.59
    0.35
    0.51
    0.2814thQuarter ended April 30/08
    0.52
    0.415
    0.49
    0.39


_________________*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 Venture and the OTC Bulletin Board during the most
recent six months, for each month as follows:

- 43 -

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TSX Venture
    OTC BB*High
    Low
    High
    LowCDN
      $
    CDN
      $
    US $
    US $High-Bid*
    Low-Bid*Month (2008)March
    0.50
    0.42
    0.44
    0.40April
    0.51
    0.415
    0.475
    0.39May
    0.56
    0.425
    0.55
    0.35June
    0.57
    0.405
    0.57
    0.36July
    0.50
    0.39
    0.45
    0.35August
    0.47
    0.31
    0.361
    0.255September
    0.30
    0.29
    0.38
    0.16


* 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.)

As a foreign private issuer, our officers, directors and ten
percent beneficial owners we will not be subject to the reporting obligations of
the proxy rules of the Section 14 of the Securities Exchange Act of 1934
or the insider short-swing profit rules of Section 16 of the Securities
Exchange Act of 1934.

Common Share Description

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, 23,942,759 shares
were issued and outstanding as of April 30, 2008 and 25,475,349 are outstanding
as at October 15, 2008. 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.

Holders of common shares are entitled to one vote for each
share held of record on all matters to be acted upon by the shareholders.
Holders of common shares are entitled to receive such dividends as may be
declared from time to time by the Board of Directors, in its discretion, out of
funds legally available therefore.

Upon our liquidation, dissolution or winding up, holders of
common shares are entitled to receive pro rata our assets, if any,
remaining after payments of all debts and liabilities.

No shares have been issued subject to call or assessment. There
are no pre-emptive or conversion rights and no provisions for redemption or
purchase for cancellation, surrender, or sinking or purchase funds.

Provisions
  as to the modification, amendment or variation of such shareholder rights or
  provisions are contained in the Business Corporations Act (British
  Columbia). Unless the Act or our Articles otherwise provide, any action to be
  taken by a resolution of the shareholders may be taken by an ordinary
  resolution, being approved by a vote of a majority of the votes cast in respect
  of the matter at the shareholders meeting.

There are no restrictions on the
  repurchase or redemption of our common shares while there is any arrearage in
  the payment of dividends or sinking fund installments.

- 44 -

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|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.

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.

On March 29, 2004, the new British Columbia Business
Corporations Act (the "BCA") came into force in British Columbia and replaced
the former Company Act (Former Act), which is the statute under which we were
previously governed. Under the BCA, we have two years within which to transition
("Transition") under the new statute. In accordance with the BCA, we cannot
amend our Articles or Notice of Articles until the Transition to the BCA is
completed. We filed a transition application with the Registrar of Companies
British Columbia and completed the Transition on September 13, 2004.

On October 27, 2004, at the Annual General Meeting of
shareholders, our shareholders passed a special resolution that the Notice of
Articles, once filed, be altered to remove the Pre-existing Company Provisions
set forth in Part 16 of the Regulations to the Business Corporations Act(British Columbia); and delete and replace our Articles in their entirety
and no longer apply to Linux Gold Corp. The New Articles, among other things,
incorporate and amend certain of the information required by the Pre-Existing
Company Provisions. Our Incorporation Number is BC0255438. Our Articles do not
restrict the nature of the business that may be carried on by the Company.

|C. | MATERIAL CONTRACTS
|-- | ------------------

During the past two years ended April 30, 2008 and April 30,
2007, we were not subject to or entered into any material contracts.

|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.

- 45 -

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|E | TAXATION.
|- | ---------

Certain Canadian Federal Income Tax
Consequences

The discussion under this heading summarizes the principal
Canadian federal income tax consequences of acquiring, holding and disposing of
shares of our common stock for a shareholder of ours who is not a resident of
Canada but is a resident of the U.S. and who will acquire and hold our common
shares as capital property for the purposes of the Income Tax Act(Canada) (the Canadian Tax Act). This summary does not apply to a
shareholder who carries on business in Canada through a permanent
establishment situated in Canada or performs independent personal services
in Canada through a fixed base in Canada if the shareholders holding in Linux
Gold Corp. is effectively connected with such permanent establishment or fixed
base. This summary is based on the provisions of the Canadian Tax Act and the
regulations thereunder and on an understanding of the administrative practices
of Canada Revenue Agency, and takes into account all specific proposals to amend
the Canadian Tax Act or regulations made by the Minister of Finance of Canada as
of the date hereof. It has been assumed that there will be no other relevant
amendment of any governing law although no assurance can be given in this
respect. This discussion is general only and is not, nor is it intended to
provide a detailed analysis of the income tax implications of any particular
shareholders interest. Investors are advised to obtain independent advice from
a shareholders own Canadian and U.S. tax advisors with respect to income tax
implications pertinent to their particular circumstances. The provisions of the
Canadian Tax Act are subject to income tax treaties to which Canada is a party,
including the Canada-United States Income Tax Convention(1980), as
amended (the Convention).

Dividends on Common Shares and Other Income

Under the Canadian Tax Act, a non-resident of Canada is
generally subject to Canadian withholding tax at the rate of 25 percent on
dividends paid or deemed to have been paid to him or her by a corporation
resident in Canada. We are responsible for withholding of tax at the source. The
Convention limits the rate to 15 percent if the shareholder is a resident of the
U.S. and the dividends are beneficially owned by and paid to such shareholder,
and to 5 percent if the shareholder is also a corporation that beneficially owns
at least 10 percent of the voting stock of the payor corporation.

The amount of a stock dividend (for tax purposes) would
generally be equal to the amount by which the paid up or our stated capital had
increased by reason of the payment of such dividend. We will furnish additional
tax information to our shareholders in the event of such a dividend. Interest
paid or deemed to be paid on our debt securities held by non-Canadian residents
may also be subject to Canadian withholding tax, depending upon the terms and
provisions of such securities and any applicable tax treaty.

The Convention generally exempts from Canadian income tax
dividends paid to a religious, scientific, literary, educational or charitable
organization or to an organization constituted and operated exclusively to
administer a pension, retirement or employee benefit fund or plan, if the
organization is a resident of the U.S. and is exempt from income tax under the
laws of the U.S.

Dispositions of Common Shares

Under the Canadian Tax Act, a taxpayers capital gain or
capital loss from a disposition of a share of our common stock is the amount, if
any, by which his or her proceeds of disposition exceed (or are exceeded by,
respectively) the aggregate of his or her adjusted cost base of the share and
reasonable expenses of disposition. The capital gain or loss must be computed in
Canadian currency using a weighted average adjusted cost base for identical
properties. The capital gains net of losses included in income are as follows.
For gains net of losses realized before February 28, 2000, as to 75%. For gains
net of losses realized after February 27, 2000 and before October 18, 2000, as
to 66 2/3%. For gains net of losses realized after October 17, 2000, as to 50%.
There are special transitional rules to apply capital losses against capital
gains that arose in different periods. The amount by which a shareholders
capital loss exceeds the capital gain in a year may be deducted from a

- 46 -

---

capital gain realized by the shareholder in the three previous
years or any subsequent year, subject to certain restrictions in the case of a
corporate shareholder.

Under the Canadian Tax Act, a non-resident of Canada is subject
to Canadian tax on taxable capital gains, and may deduct allowable capital
losses, realized on a disposition of taxable Canadian property. Shares of our
common stock will constitute taxable Canadian property of a shareholder at a
particular time if the shareholder used the shares in carrying on business in
Canada, or if at any time in the five years immediately preceding the
disposition 25% or more of the issued shares of any class or series in our
capital stock belonged to one or more persons in a group comprising the
shareholder and persons with whom the shareholder and persons with whom the
shareholder did not deal at arms length and in certain other circumstances.

The Convention relieves U.S. residents from liability for
Canadian tax on capital gains derived on a disposition of shares unless:

|(a) | the value of the shares is derived principally from
      real property in Canada, including the right to explore for or
      exploit natural resources and rights to amounts computed by reference to
      production;                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | the shareholder was resident in Canada for 120 months
      during any period of 20 consecutive years preceding, and at any time
      during the 10 years immediately preceding, the disposition and the shares
      were owned by him when he or she ceased to be resident in Canada;
  or
|(c) | the shares formed part of the business property of a
      permanent establishment that the holder has or had in Canada
      within the 12 months preceding the
disposition.                                                                                                              

|F. | DIVIDENDS AND PAYING AGENTS
|-- | ---------------------------

Not applicable.

|G. | STATEMENT BY EXPERTS.
|-- | ---------------------

Our financial statements included in this Annual Report for the
years ended April 30, 2008 and 2007 were audited by Smythe Ratcliffe LLP,
Chartered Accountants as stated in their reports appearing herein (which reports
express an unqualified opinion), and are included in reliance upon the reports
of such firm given upon their authority as experts in accounting and
auditing.

|H. | DOCUMENTS ON DISPLAY.
|-- | ---------------------

Material contracts and publicly available corporate records may
be viewed at our registered and records office located at Suite 240, 11780
Hammersmith Way, Richmond, British Columbia.

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

The Company files annual reports and furnishes other
information with the SEC. You may read and copy any document that we file at the
SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 or by
accessing the Commissions website (http://www.sec.gov). The Company also files
its annual reports and other information with the Canadian Securities
Administrators via SEDAR (www.sedar.com).

- 47 -

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|I. | SUBSIDIARY INFORMATION.
|-- | -----------------------

REGI U.S., Inc. ("REGI U.S.") was, until April 30, 2008 (see
Note 7 of the Notes to the Consolidated Financial Statements), a 9% 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 8.1 outlining our subsidiary structure.

|ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
      MARKET RISK
|-------- | ----------------------------------------------------------------

The Company is a smaller reporting company as defined in Rule
405 of the Securities Act of 1933, as amended, and Rule 12b-2 of the Securities
Exchange Act of 1934, as amended, and therefore need not provide the information
requested by this item.

|ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY
      SECURITIES
|-------- | ------------------------------------------------------------

Not applicable.

PART II

|ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELIQUENCIES
|-------- | ----------------------------------------------

None.

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

|A. | MATERIAL MODIFICATIONS TO THE RIGHTS OF
      SECURITY HOLDERS
|-- | --------------------------------------------------------------

None.

|B. | USE OF PROCEEDS.
|-- | ----------------

Not applicable

|ITEM 15. | CONTROLS AND PROCEDURES
|-------- | -----------------------

Disclosure
  Controls and Procedures

Disclosure
  controls and procedures are controls and other procedures that are designed
  to ensure that information required to be disclosed in company reports filed
  or submitted under the Securities Exchange Act of 1934, or the Exchange Act,
  is recorded, processed, summarized and reported, within the time periods specified
  in the SEC’s rules and forms. Disclosure controls and procedures include
  without limitation, controls and procedures designed to ensure that information
  required to be disclosed in company reports filed or submitted under the Exchange
  Act is accumulated and communicated to management, including our principal executive
  officer and principal financial officer, as appropriate to allow timely decisions
  regarding disclosure.

- 48 -

---

Managements Report on Internal Control Over Financial
Reporting

Management
  is responsible for establishing and maintaining adequate internal control over
  financial reportingas defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
  Act. Internal control over financial reporting refers to the process designed
  by, or under the supervision of, our Chief Executive Officer and Chief Financial
  Officer, and effected by our Board of Directors, management and other personnel,
  to provide reasonable assurance regarding the reliability of financial reporting
  and the preparation of financial statements for external purposes in accordance
  with generally accepted accounting principles, and includes those policies and
  procedures that:

- pertain
      to the maintenance of records that, in reasonable detail, accurately and
      fairly reflect the transactions and dispositions of our assets;
- provide reasonable assurance
      that transactions are recorded as necessary to permit preparation of financial
      statements in accordance with generally accepted accounting principles,
      and that receipts and expenditures are being made only in accordance with
      authorizations of our management and directors; and
- provide reasonable assurance
      regarding prevention or timely detection of unauthorized acquisition, use
      or disposition of our assets that could have a material effect on our financial
      statements.

Management recognizes that there are inherent limitations in
the effectiveness of any system of internal control, and accordingly, even
effective internal control can provide only reasonable assurance with respect to
financial statement preparation and may not prevent or detect material
misstatements. In addition, effective internal control at a point in time may
become ineffective in future periods because of changes in conditions or due to
deterioration in the degree of compliance with our established policies and
procedures.

Our management,
  including our principal executive officer and principal financial officer, has
  used the framework set forth in the report entitled Internal Control Integrated
  Framework published by the Committee of Sponsoring Organizations of the Treadway
  Commission to conduct an evaluation of the effectiveness of our internal control
  over financial reporting. Based on its evaluation, our management concluded
  that our internal control over financial reporting was not effective because
  certain deficiencies involving internal controls constituted a material weakness.
  A material weakness is a deficiency, or a combination of control deficiencies,
  in internal control over financial reporting such that there is a reasonable
  possibility that a material misstatement of the Company’s annual or interim
  financial statements will not be prevented or detected on a timely basis.

The Company’s
  material weakness in its internal control over financial reporting relates to
  the monitoring and review of work performed by our management accountants in
  the preparation of financial statements, footnotes and financial data provided
  to the Company’s registered public accounting firm in connection with
  the annual audit. All of our financial reporting is carried out by our contracted
  management accountants.

The material
  weakness identified resulted in the restatement of previously reported financial
  statements for the fiscal years ended April 30, 2007 and 2006. Management believes
  that it did not have any effect on the accuracy of the Company’s financial
  statements for the current reporting period.

During the audit for the year ended April 30, 2008, the Company
restated past years financial statements, as follows, based upon advice of its
management accountants due to certain highly technical accounting issues:

| | a) | To adjust dilution of the parent companys ownership due
      to the subsidiary issuing shares to third parties,
| | -- | -----------------------------------------------------------------------------------------------------------------
| | b) | To reinstate previously eliminated foreign currency
      translation adjustments upon consolidation,            
| | c) | To reclassify subscriptions received by a subsidiary as
      equity,                                            
| | d) | To reclassify research and development, and amortization,
      and                                              
| | e) | To adjust non-controlling interest as a result of the
      changes in a) and b) above.                          

- 49 -

---

The effect of the restatements was an increase to net loss for
the year ended April 30, 2007, of $121,755 from $519,698 to $641,453 and to
increase basic and diluted net loss per share by $0.01 per share from $0.02 to
$0.03 per share.

The effect for the year ended April 30, 2006, was a decrease to
net loss of $769,804 to $263,594 from $1,033,398, and to decrease basic and
diluted net loss per share by $0.03 per share from $0.04 to $0.01 per share.

This discovery
  represented a deficiency due to sophisticated and highly technical accounting
  issues which were discovered by the Company’s then management accountants.
  In order to mitigate this material weakness to the fullest extent possible,
  subsequent to the year ended April 30, 2008, the Company replaced its management
  accounting professionals with new management accountants with the requisite
  technical accounting knowledge, and will more closely monitor the work of, and
  communicate with, our new management accountants.

With the
  exception of the change of our management accountants subsequent to the fiscal
  year ended April 30, 2008, there were no changes in the Company’s internal
  controls that have materially affected, or are reasonably likely to materially
  affect these controls subsequent to the date of their evaluation. This
  annual report does not include an attestation report of the Company's registered
  public accounting firm regarding internal control over financial reporting.
  Management's report was not subject to attestation by the Company's registered
  public accounting firm pursuant to temporary rules of the Securities and Exchange
  Commission that permit the Company to provide only management's report in this
  annual report.

|ITEM 15T. | CONTROLS AND PROCEDURES
|--------- | -----------------------

Not applicable.

|ITEM 16.  | [RESERVED]                      
|--------- | --------------------------------
|          |                                 
|ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT

We do not currently have a financial expert in our audit
committee due to our relatively small size. In 2008, we had no employees and we
relied upon the services of a chartered accounting firm in Vancouver, BC,
Canada, to prepare our interim unaudited quarterly consolidated financial
statements. Also, we retained the audit services of Smythe Ratcliffe LLP,
Chartered Accountants to perform the audit on our year-end consolidated
financial statements.

Moreover, the audit committee is comprised of seasoned business
professionals, whereby the members have over 60 years of experience in the
investment business and are board members of several corporations.

On these bases, we believe that the audit committee has
adequate resources available to it when financial expertise and advice are
necessary.

|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 2008.

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.

- 50 -

---

|ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|--------- | --------------------------------------

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

|                                | 2008        | 2007       
|------------------------------- | ----------- | -----------
|                                | Fiscal Year | Fiscal Year
|Type of
      Services Rendered | (CAD$)      | (CAD$)     
|(a) Audit Fees                  | $59,500     | $29,750    
|(b) Audit-Related Fees          | $nil        | $nil       
|(c) Tax Fees                    | $nil        | $nil       
|(d) All Other Fees              | $nil        | $nil       

Our Audit Committee assists the Board in fulfilling its
responsibilities relating to the Companys corporate accounting and reporting
practices. The Audit Committee is responsible for ensuring that management has
established appropriate processes for monitoring the Companys systems and
procedures for financial reporting and controls, reviewing all financial
information in disclosure documents; monitoring the performance and fees and
expenses of the Companys external auditors and recommending external auditors
for appointment by shareholders. The Audit Committee is also responsible for
reviewing the Companys annual financial statements prior to approval by the
Board and release to the public. Currently the members are Jennifer Lorette,
James Vandeberg and Susanne Robertson. Upon recommendation of our Audit
Committee, our board of directors appointed Smythe Ratcliffe LLP Chartered
Accountants, as our principal accountant to audit our consolidated financial
statements for the fiscal year ended April 30, 2008.

Subject to the requirements in Canada under National Instrument
52-110 (Audit Committees) (NI 52-110), the Audit Committee has not adopted
specific policies and procedures for the engagement of non-audit services,
however, as provided for under NI 52-110, the Audit Committee must pre-approve
all non-audit services to be provided to the Company or its subsidiaries, unless
otherwise permitted by NI 52-110.

Our Audit Committee pre-approved all non-audit services
(audit-related services, tax services, and all other services) provided to the
Company prior to the commencement of the services.

In the table above, and the disclosure below, audit fees are
fees billed by the Companys external auditor for services provided in auditing
the Companys annual financial statements for the subject year. Audit-related
fees are fees not included in audit fees that are billed by the auditor for
assurance and related services that are reasonably related to the performance of
the audit or review of the Companys financial statements. Tax fees are fees
billed by the auditor for professional services rendered for tax compliance, tax
advice and tax planning. All other fees are fees billed by the auditor for
products and services not included in the foregoing categories.

Audit Fees

The aggregate fees billed by Smythe Ratcliffe LLP Chartered
Accountants for professional services rendered for the audit of our annual
consolidated financial statements for the fiscal years ended April 30, 2008 and
April 30, 2007 were $59,500 and $29,750, respectively. For Audit Fees incurred
during fiscal 2008 and 2007, it is our policy for our Audit Committee to
pre-approve 100% of these fees prior to commencement of the services. The
percentage of Audit Fees pre-approved by our Audit Committee during fiscal 2008
and 2007 was 100%.

Audit Related Fees

The aggregate fees billed for assurance and related services by
Smythe Ratcliffe LLP Chartered Accountants, as applicable, relating to the
performance of the audit of our consolidated financial statements for the fiscal
years ended April 30, 2008 and April 30, 2007, which are not reported under the
heading "Audit Fees" above, were $Nil and $Nil, respectively. Had there been any
Audit Related Fees incurred during fiscal 2008 and 2007, it is our policy for
our Audit Committee to pre-approve 100% of these fees prior to commencement of
the services.

- 51 -

---

Tax FeesFor the fiscal years ended April 30, 2008
and April 30, 2007, the aggregate fees billed for tax compliance, tax advice and
tax planning by Smythe Ratcliffe LLP Chartered Accountants, as applicable, were
$Nil and $Nil, respectively. For Tax Fees incurred during fiscal 2008 and 2007,
it is our policy for our Audit Committee to pre-approve 100% of these fees prior
to commencement of the services. The percentage of Audit Related Fees
pre-approved by our Audit Committee during fiscal 2008 was 100%.

All Other FeesFor the fiscal years ended April 30,
2008 and April 30, 2007, the aggregate fees billed by Smythe Ratcliffe LLP
Chartered Accountants, as applicable, for products and services other than the
services set out above, were $Nil and $Nil, respectively. Had there been any
Other Fees incurred during fiscal 2008 and 2007, it is our policy for our Audit
Committee to pre-approve 100% of these fees prior to commencement of the
services.

|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 15 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
  LLP for fiscal 2008, 2007, and 2006, 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/A:

|Index to Consolidated Financial Statements       
|-------------------------------------------------
|Independent Auditors Reports                    
|Consolidated Balance Sheets                      
|Consolidated Statements of Operations and Deficit
|Consolidated Statements of Cash Flows            
|Notes to the Consolidated Financial Statements   

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

- 52 -

---

Number
    Description1.1
    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)


- 53 -

---

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
      (10)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)
      (10)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)
      (10)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)
      (10)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)
      (10)15.1
      Consent
        of Smythe Ratcliffe LLP
      (10)


|(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) | Exhibits filed herewith.                                                                                                                                           

- 54 -

---

Reg Technologies Inc.
  (A Development Stage Company)

Consolidated Financial Statements

April 30, 2008







- 55 -

---

MANAGEMENTS RESPONSIBILITY FOR FINANCIAL REPORTING

Management is responsible for preparing the Company's consolidated
  financial statements and the other information that appears in this annual report.
  Management believes that the consolidated financial statements fairly reflect
  the form and substance of transactions and reasonably present the Company's
  consolidated financial condition and results of operations in conformity with
  Canadian generally accepted accounting principles. Management has included in
  the Company's consolidated financial statements amounts that are based on estimates
  and judgments, which it believes are reasonable under the circumstances.

The Company maintains a system of internal accounting policies,
  procedures and controls intended to provide reasonable assurance, at appropriate
  cost, that transactions are executed in accordance with Company authorization
  and are properly recorded and reported in the financial statements and that
  assets are adequately safeguarded.

The Board of Directors approves the financial statements and
  ensures that management discharges its financial responsibilities. The Boards
  review is accomplished principally through the audit committee.

The financial statements have been audited by Smythe Ratcliffe
  LLP, Chartered Accountants, on behalf of the shareholders and their report follows.

|John Robertson            | Jennifer Lorette
|--------------------------- | ------------------
|                            |                   
|..........                  | ..........        
|President/Director          | Director          
|                            |                   
|Vancouver, British Columbia |                   
|September 12, 2008          |                   

F-1

---



REPORT OF INDEPENDENT REGISTERED 
  PUBLIC ACCOUNTING FIRM

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

We have audited the consolidated balance sheets of Reg Technologies
  Inc. (A Development Stage Company) as at April 30, 2008 and 2007 and the consolidated
  statements of operations, cash flows and shareholders equity for the years
  ended April 30, 2008, 2007 and 2006. These financial statements are the responsibility
  of the Company's management. Our responsibility is to express an opinion on
  these financial statements based on our audits.

We conducted
  our audits in accordance with Canadian generally accepted auditing standards
  and the standards of the Public Company Accounting Oversight Board (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, 2008 and 2007 and the results of its operations and its cash flows
  for the years ended April 30, 2008, 2007 and 2006 in conformity with Canadian
  generally accepted accounting principles.

Smythe
  Ratcliffe LLP(signed)

Chartered Accountants

Vancouver, British Columbia 
  August 22, 2008

Comments
  by Auditors 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 22, 2008 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.

The consolidated financial statements for the years ended April
  30, 2007 and 2006 have been restated to adjust for the dilution of the parent
  companys ownership due to the subsidiary issuing shares to third parties,
  to reinstate previously eliminated foreign currency translation adjustments
  upon consolidation, and to reclassify subscriptions received by a subsidiary
  as equity, as described in Note 13.

Smythe
  Ratcliffe LLP(signed)

Chartered Accountants

Vancouver, British Columbia 
  August 22, 2008

F-2

|7thFloor,
      Marine Building   | Fax:       | 604.688.4675        | 
|--------------------------------- | ---------- | ------------------- | 
|355 Burrard Street, Vancouver, BC | Telephone: | 604.687.1231       
|Canada V6C 2G8                    | Web:       | SmytheRatcliffe.com

---

|Reg Technologies Inc.          
|-------------------------------
|(A Development Stage Company)  
|Consolidated Balance Sheets    
|(Expressed in Canadian dollars)

|                                                     |  |             |   |  | April 30,            |  
|---------------------------------------------------- |  | ----------- | - |  | -------------------- | -
|                                                     |  | April 30,   |   |  | 2007                 |  
|                                                     |  | 2008        |   |  | (Restated  Note 13) |  
|                                                     |  | $           |   |  | $                    |  
|ASSETS                                               |  |             |   |  |                      |  
|Current Assets                                       |  |             |   |  |                      |  
|Cash                                                 |  | 258         |   |  | 294,463              |  
|GST and interest receivable                          |  | 7,020       |   |  | 11,329               |  
|Prepaid expenses                                     |  | 5,016       |   |  | 47,933               |  
|Due from related parties [Note 10(a)]                |  | 16,491      |   |  | 58,420               |  
|Advances to equity accounted investee
      [Note 8] |  | 112,312     |   |  |                     |  
|Total Current Assets                                 |  | 141,097     |   |  | 412,145              |  
|Equipment
      [Note 9]                             |  | 10,199      |   |  | 12,731               |  
|                                                     |  | 151,296     |   |  | 424,876              |  
|                                                     |  |             |   |  |                      |  
|LIABILITIES AND SHAREHOLDERS EQUITY                 |  |             |   |  |                      |  
|Current Liabilities                                  |  |             |   |  |                      |  
|Accounts
      payable and accrued liabilities       |  | 44,589      |   |  | 373,259              |  
|                                                     |  |             |   |  |                      |  
|Shareholders Equity                                 |  |             |   |  |                      |  
|Share Capital [Note 5]                               |  | 11,356,689  |   |  | 11,356,689           |  
|Contributed Surplus [Note 7]                         |  | 2,024,832   |   |  | 849,839              |  
|Foreign Currency Translation Adjustments             |  |            |   |  | 639,758              |  
|Deficit                                              |  | (13,274,814 | ) |  | (12,794,669          | )
|                                                     |  | 106,707     |   |  | 51,617               |  
|                                                     |  | 151,296     |   |  | 424,876              |  

Going Concern [Note 1] 
  Commitments [Note 12] 
  Subsequent Events [Note 14]

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)

F-3

---

|Reg Technologies Inc.                
|-------------------------------------
|(A Development Stage Company)        
|Consolidated Statements of Operations
|(Expressed in Canadian dollars)      

|                                                     |  |                 |   |  | For the Year    |   |  | For the year    |  
|---------------------------------------------------- |  | --------------- | - |  | --------------- | - |  | --------------- | -
|                                                     |  |                 |   |  | Ended April 30, |   |  | Ended April 30, |  
|                                                     |  | For the Year    |   |  | 2007            |   |  | 2006            |  
|                                                     |  | Ended April 30, |   |  | (Restated      |   |  | (Restated      |  
|                                                     |  | 2008            |   |  | Note 13)        |   |  | Note 13)        |  
|                                                     |  | $               |   |  | $               |   |  | $               |  
|                                                     |  |                 |   |  |                 |   |  |                 |  
|Operating Expenses                                   |  |                 |   |  |                 |   |  |                 |  
|General and administrative
      [Note 10 (b)(c)(e)] |  | 1,428,432       |   |  | 1,677,956       |   |  | 1,418,948       |  
|Research and development [Note 10 (d)]               |  | 276,616         |   |  | 205,103         |   |  | 155,135         |  
|Impairment loss on intangible
      assets [Note 4]  |  |                |   |  |                |   |  | 245,356         |  
|Foreign exchange                                     |  | 46,850          |   |  | (3,819          | ) |  | 72,860          |  
|Mineral property maintenance
      costs             |  | 8,200           |   |  | 7,560           |   |  |                |  
|Amortization                                         |  | 3,869           |   |  | 1,413           |   |  |                |  
|Operating Loss                                       |  | (1,763,967      | ) |  | (1,888,213      | ) |  | (1,892,299      | )
|Other Income                                         |  |                 |   |  |                 |   |  |                 |  
|Gain on sale of subsidiarys
      shares            |  | 292,149         |   |  | 616,974         |   |  | 385,853         |  
|Gain on issue by subsidiary of its own
      shares  |  |                 |   |  |                 |   |  |                 |  
|outside the consolidated group [Note 6]              |  | 228,934         |   |  | 147,414         |   |  | 331,949         |  
|Interest                                             |  | 1,276           |   |  | 14,414          |   |  | 428             |  
|Non-controlling interest                             |  | 761,463         |   |  | 467,958         |   |  | 910,475         |  
|Net Loss and Comprehensive
      Loss for the Year   |  | (480,145        | ) |  | (641,453        | ) |  | (263,594        | )
|                                                     |  |                 |   |  |                 |   |  |                 |  
|Basic Loss Per Share                                 |  | (0.02           | ) |  | (0.03           | ) |  | (0.01           | )
|                                                     |  |                 |   |  |                 |   |  |                 |  
|Weighted Average Number of Common Shares             |  |                 |   |  |                 |   |  |                 |  
|outstanding                                          |  | 23,849,000      |   |  | 23,831,000      |   |  | 23,404,000      |  

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

F-4

---

|Reg Technologies Inc.                
|-------------------------------------
|(A Development Stage Company)        
|Consolidated Statements of Cash Flows
|(Expressed in Canadian dollars)      

|                                                     |  |                 |   |  | For the Year   |   |  | For the Year    |  
|---------------------------------------------------- |  | --------------- | - |  | -------------- | - |  | --------------- | -
|                                                     |  |                 |   |  | Ended April30, |   |  | Ended April 30, |  
|                                                     |  | For the Year    |   |  | 2007           |   |  | 2006            |  
|                                                     |  | Ended April 30, |   |  | (Restated     |   |  | (Restated      |  
|                                                     |  | 2008            |   |  | Note 13)       |   |  | Note 13)        |  
|                                                     |  | $               |   |  | $              |   |  | $               |  
|                                                     |  |                 |   |  |                |   |  |                 |  
|Operating Activities                                 |  |                 |   |  |                |   |  |                 |  
|Net loss                                             |  | (480,145        | ) |  | (641,453       | ) |  | (263,594        | )
|Items not involving cash                             |  |                 |   |  |                |   |  |                 |  
|Accounts
      payable written-off                   |  |                |   |  |               |   |  | (87,209         | )
|Stock-based compensation                             |  | 247,059         |   |  | 296,528        |   |  | 129,830         |  
|Non-controlling
      interest                       |  | (761,463        | ) |  | (467,958       | ) |  | (910,475        | )
|Gain on issue by subsidiary
      of its own shares  |  | (228,934        | ) |  | (147,414       | ) |  | (331,949        | )
|Gain
      on sale of subsidiarys shares            |  | (292,149        | ) |  | (616,974       | ) |  | (385,853        | )
|Shares issued for
      services                     |  | 36,722          |   |  | 54,055         |   |  |                |  
|Impairment
      loss on intangible assets           |  |                |   |  |               |   |  | 245,356         |  
|Amortization of deferred
      compensation          |  |                |   |  | 1,138          |   |  | 14,246          |  
|Amortization                                         |  | 3,869           |   |  | 1,413          |   |  |                |  
|Changes in non-cash working capital items            |  |                 |   |  |                |   |  |                 |  
|GST
      and interest receivable                    |  | 4,309           |   |  | (6,256         | ) |  | (1,883          | )
|Prepaid expenses                                     |  | 25,325          |   |  | 33,852         |   |  | (50,961         | )
|Accounts payable
      and accrued liabilities       |  | 96,588          |   |  | 295,307        |   |  | 41,636          |  
|Net Cash Used In Operating
      Activities          |  | (1,348,819      | ) |  | (1,197,762     | ) |  | (1,600,856      | )
|Financing
      Activities                           |  |                 |   |  |                |   |  |                 |  
|                                                     |  |                 |   |  |                |   |  |                 |  
|Shares issued                                        |  |                |   |  |               |   |  | 262,468         |  
|Shares issued by subsidiary                          |  | 651,140         |   |  | 552,935        |   |  | 1,278,188       |  
|Subscriptions received by subsidiary                 |  |                |   |  |               |   |  | 4,452           |  
|Net
      Cash Provided by Financing Activities      |  | 651,140         |   |  | 552,935        |   |  | 1,545,108       |  
|Investing Activities                                 |  |                 |   |  |                |   |  |                 |  
|Advances from (to) investee and other affiliates     |  | 166,215         |   |  | (102,800       | ) |  | (114,626        | )
|Net cash from deemed disposition
      of subsidiary |  | (7,748          | ) |  |               |   |  |                |  
|Proceeds on sale of subsidiarys shares              |  | 261,820         |   |  | 621,526        |   |  | 390,653         |  
|Purchase
      of equipment                          |  | (1,338          | ) |  | (14,144        | ) |  |                |  
|Net Cash Provided
      by Investing Activities      |  | 418,949         |   |  | 504,582        |   |  | 276,027         |  
|Effect of Exchange Rate Changes on Cash              |  | (15,475         | ) |  | 6,931          |   |  | 40,764          |  
|(Decrease)/Increase in Cash                          |  | (294,205        | ) |  | (133,314       | ) |  | 261,043         |  
|                                                     |  |                 |   |  |                |   |  |                 |  
|Cash - Beginning of
      Year                       |  | 294,463         |   |  | 427,777        |   |  | 166,734         |  
|Cash - End of Year                                   |  | 258             |   |  | 294,463        |   |  | 427,777         |  
|Supplemental Disclosures                             |  |                 |   |  |                |   |  |                 |  
|Interest paid                                        |  |                |   |  |               |   |  |                |  
|Income
      tax paid                                |  |                |   |  |               |   |  |                |  

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

F-5

---

|Reg Technologies Inc.                          
|-----------------------------------------------
|(A Development Stage Company)                  
|Consolidated Statements of Shareholders Equity
|From April 30, 2006 to April 30, 2008          
|(Expressed in Canadian Dollars)                

|                               |  |            |  |  |            |  |  |             |   |  |               |   |  | Deficit     |   |  |               |  
|------------------------------ |  | ---------- |  |  | ---------- |  |  | ----------- | - |  | ------------- | - |  | ----------- | - |  | ------------- | -
|                               |  |            |  |  |            |  |  |             |   |  |               |   |  | Accumulated |   |  |               |  
|                               |  | Common     |  |  |            |  |  |             |   |  | Other         |   |  | During the  |   |  | Total         |  
|                               |  | Shares     |  |  | Common     |  |  | Contributed |   |  | Comprehensive |   |  | Exploration |   |  | Shareholders |  
|                               |  | Issued     |  |  | Shares     |  |  | Surplus     |   |  | Income (Loss) |   |  | Stage       |   |  | Equity        |  
|                               |  | #          |  |  | $          |  |  | $           |   |  | $             |   |  | $           |   |  | $             |  
|Balance  April 30, 2006       |  |            |  |  |            |  |  |             |   |  |               |   |  |             |   |  |               |  
|[Restated - Note 13]           |  | 23,899,009 |  |  | 11,343,564 |  |  | 552,173     |   |  | 631,794       |   |  | (12,153,216 | ) |  | 374,315       |  
|Options exercised              |  | 43,750     |  |  | 13,125     |  |  |            |   |  |              |   |  |            |   |  | 13,125        |  
|Stock-based compensation       |  |           |  |  |           |  |  | 296,528     |   |  |              |   |  |            |   |  | 296,528       |  
|Deferred compensation          |  |           |  |  |           |  |  | 1,138       |   |  |              |   |  |            |   |  | 1,138         |  
|Foreign currency translation   |  |            |  |  |            |  |  |             |   |  |               |   |  |             |   |  |               |  
|adjustment                     |  |           |  |  |           |  |  |            |   |  | 7,964         |   |  |            |   |  | 7,964         |  
|Net loss for the year          |  |           |  |  |           |  |  |            |   |  |              |   |  | (641,453    | ) |  | (641,453      | )
|Balance  April 30, 2007       |  |            |  |  |            |  |  |             |   |  |               |   |  |             |   |  |               |  
|[Restated - Note 13]           |  | 23,942,759 |  |  | 11,356,689 |  |  | 849,839     |   |  | 639,758       |   |  | (12,794,669 | ) |  | 51,617        |  
|Stock- based compensation      |  |           |  |  |           |  |  | 247,059     |   |  |              |   |  |            |   |  | 247,059       |  
|Deconsolidation adjustment     |  |            |  |  |            |  |  |             |   |  |               |   |  |             |   |  |               |  
|[Note 7]                       |  |           |  |  |           |  |  | (886,589    | ) |  | (648,763      | ) |  |            |   |  | (1,535,352    | )
|Deconsolidation of subsidiary  |  |            |  |  |            |  |  |             |   |  |               |   |  |             |   |  |               |  
|[Note 7]                       |  |           |  |  |           |  |  | 1,808,851   |   |  |              |   |  |            |   |  | 1,808,851     |  
|Foreign currency translation   |  |            |  |  |            |  |  |             |   |  |               |   |  |             |   |  |               |  
|adjustment                     |  |           |  |  |           |  |  | 5,672       |   |  | 9,005         |   |  |            |   |  | 14,677        |  
|Net loss for the year          |  |           |  |  |           |  |  |            |   |  |              |   |  | (480,145    | ) |  | (480,145      | )
|Balance  April
      30, 2008 |  | 23,942,759 |  |  | 11,356,689 |  |  | 2,024,832   |   |  |              |   |  | (13,274,814 | ) |  | 106,707       |  

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

F-6

---

|Reg Technologies Inc.                         
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2008 and 2007           
|(Expressed in Canadian dollars)               

|1. | NATURE OF OPERATIONS AND GOING CONCERN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Reg Technologies Inc. (the Company)
        is a development stage company engaged in the business of developing and
        commercially exploiting an improved axial vane type rotary engine known
        as the RandCam/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. REGI U.S., Inc. (REGI) owns the U.S. marketing and
        intellectual rights (Note 7). The Company and REGI have a project cost
        sharing agreement whereby these companies each fund 50% of the development
        of the Technology.                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | In a development stage company, management
        devotes most of its activities to establishing a new business. Planned
        principal activities have not yet produced any revenues and the Company
        has suffered recurring operating losses as is normal in development stage
        companies. The Company has accumulated losses of $13,274,814 since inception.
        These factors raise substantial doubt about the Companys ability
        to continue as a going-concern. The ability of the Company to emerge from
        the development stage with respect to its planned principal business activity
        is dependent upon its successful efforts to raise additional equity financing,
        receive funding from affiliates and controlling shareholders, and develop
        a market for its products.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The Company plans to raise funds through loans
        from Rand Energy Group Inc. (Rand), a 51% owned subsidiary.
        The Company also receives interim support from affiliated companies and
        plans to raise additional capital through debt and/or equity financings.
        There continues to be insufficient funds to provide enough working capital
        to fund ongoing operations for the next twelve months. The Company may
        also raise additional funds through the exercise of warrants and stock
        options.                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|2. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | [a]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | [b]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

F-7

---

|Reg Technologies Inc.                         
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2008 and 2007           
|(Expressed in Canadian dollars)               

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | [c]                                       
|   |                                           
|   |                                           
|   |                                           
|   | [d]                                       
|   |                                           
|   |                                           
|   |                                           
|   | [e]                                       
|   |                                           
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|   |                                           
|   | [f]                                       
|   |                                           
|   |                                           
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|   | [g]                                       
|   |                                           
|   |                                           
|   |                                           
|   | [h]                                       
|   |                                           
|   |                                           
|   |                                           
|   | [i]                                       
|   |                                           
|   |                                           

F-8

---

|Reg Technologies Inc.                         
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2008 and 2007           
|(Expressed in Canadian dollars)               

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | [j]                                       
|   |                                           
|   |                                           
|   |                                           
|   |                                           
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|   | [l]                                       
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|   | [m]                                       
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|   | [n]                                       
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|   |                                           
|   |                                           
|   |                                           

F-9

---

|Reg Technologies Inc.                         
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2008 and 2007           
|(Expressed in Canadian dollars)               

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | [o]                                       
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
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|   |                                           
|   |                                           
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|   |                                           
|   |                                           
|   |                                           

F-10

---

|Reg Technologies Inc.                         
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2008 and 2007           
|(Expressed in Canadian dollars)               

|3. | FINANCIAL INSTRUMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Effective May 1, 2007, the Company adopted the CICA
        Handbook Section 3855 - Financial Instruments, Recognition and Measurement.
        This new standard requires the Company to account for certain financial
        assets and liabilities at each balance sheet date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Financial instruments must be classified into one of
        these five categories: held-for-trading, held-to- maturity, loans and
        receivables, available-for-sale financial assets or other financial liabilities.
        All financial instruments are measured in the balance sheet at fair value
        except for loans and receivables, held-to-maturity investments and other
        financial liabilities, which are measured at amortized cost. Subsequent
        measurement and changes in fair value will depend on their initial classification
        as follows: held-for-trading financial assets are measured at fair value
        and changes in fair value are recognized in net income; available-for-sale
        financial instruments are measured at fair value with changes in fair
        value recorded in other comprehensive income until the investment is no
        longer recognized or impaired, at which time the amounts would be recorded
        in net income.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Transaction costs other than those related to financial
        instruments classified as held-for-trading, which are expensed as incurred,
        are added to the fair value of the financial asset or financial liability
        on initial recognition and amortized using the effective interest method.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The Company has implemented the following classification:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

| |  | Cash and cash equivalents                 | Held for trading           
| |  | ----------------------------------------- | ---------------------------
| |  | Accounts receivable and other receivables | Other receivables          
| |  | Accounts payable and accrued liabilities  | Other financial liabilities

Effective May 1, 2007, the Company adopted
  the CICA Handbook Section 1530  Comprehensive Income, which establishes
  standards for presentation and disclosure of a statement of comprehensive income
  (loss). Comprehensive income (loss) is the overall change in the net assets
  of the Company for a period, other than changes attributable to transactions
  with shareholders. It is made up of net income (loss) and other comprehensive
  income (loss). Other comprehensive income (loss) consists of gains and losses
  affecting shareholders equity that, under generally accepted accounting
  principles are excluded from net income (loss).

The Company has no items of other comprehensive
  income (loss) in any period presented. Therefore, net loss as presented in the
  Companys statement of operations equals comprehensive loss.

Fair values

The fair values of cash and cash equivalents,
  amounts receivable, accounts payable and accrued liabilities, and due from related
  parties approximate their carrying values because of the short-term maturity
  of these financial instruments.

Credit risk

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

Interest rate risk

Interest rate risk consists of two components:

| | [a] | To the extent that payments made or received on the
        Companys monetary assets and liabilities are affected by changes
        in prevailing market interest rates, the Company is exposed to interest
        rate cash flow risk.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                           
| | [b] | To the extent that changes in prevailing market interest
        rates differ from the interest rates in the Companys monetary assets
        and liabilities, the Company is exposed to interest rate price risk.                       

F-11

---

|Reg Technologies Inc.                         
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2008 and 2007           
|(Expressed in Canadian dollars)               

|3. | FINANCIAL INSTRUMENTS(Continued)                                                                                                                                                                                                                                                                                                          
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                           
|   | Interest rate risk (Continued)                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                           
|   | Currency risk                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                           
|   | The Company is exposed to foreign currency
        fluctuations to the extent expenditures incurred by the Company are not
        denominated in Canadian dollars. The Company has not entered into derivative
        instruments or other currency management techniques to offset the impact
        of foreign currency fluctuations.
|   |                                                                                                                                                                                                                                                                                                                                           
|4. | INTANGIBLE ASSETS                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                           
|   | 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.                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                           
|5. | 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.                                     

| | [a] | Treasury shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | At April 30, 2008, Rand owns 217,422 (2007
         217,422) shares of the Company valued at $43,485 that have been
        deducted from the total shares issued and outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | [b] | Escrowed shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | There are 93,750 shares held in escrow, the
        release of which is subject to the direction and determination of regulatory
        authorities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | [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.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | These options have the following vesting schedule:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | [i]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | [ii]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | [iii]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | [iv]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | [v]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                 

F-12

---

|Reg Technologies Inc.                         
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2008 and 2007           
|(Expressed in Canadian dollars)               

|5. | SHARE CAPITAL(Continued)
|-- | ------------------------
|   |                         
|   |                         

| |                                  |  | 2008      |  |  | 2007           | 
| | -------------------------------- |  | --------- |  |  | -------------- | 
| |                                  |  |           |  |  | Weighted       | 
| |                                  |  |           |  |  | Average        | 
| |                                  |  | Options   |  |  | Exercise Price | 
| |                                  |  | #         |  |  | $              | 
| | Outstanding at beginning of year |  | 1,125,000 |  |  | 0.27           | 
| | Exercised                        |  |          |  |  |               | 
| | Outstanding at end of year       |  | 1,125,500 |  |  | 0.27           | 
| | Exercisable at end
      of year |  | 300,000   |  |  | 0.27           | 

Additional information regarding options
  outstanding and exercisable as at April 30, 2008 is as follows:

| |                                     |  |          |  |  |         |  |  |           |  |  | Weighted    | 
| | ----------------------------------- |  | -------- |  |  | ------- |  |  | --------- |  |  | ----------- | 
| |                                     |  |          |  |  |         |  |  |           |  |  | Average     | 
| |                                     |  |          |  |  |         |  |  |           |  |  | Remaining   | 
| |                                     |  |          |  |  | Shares  |  |  | Aggregate |  |  | Contractual | 
| |                                     |  | Exercise |  |  | Under   |  |  | Intrinsic |  |  | Life        | 
| | Expiry Date                         |  | Price    |  |  | Option  |  |  | Value     |  |  | (in years)  | 
| |                                     |  | $        |  |  | #       |  |  | $         |  |  | #           | 
| | September 18, 2008                  |  | 0.30     |  |  | 37,500  |  |  | 4,500     |  |  | 0.39        | 
| | March 4, 2009                       |  | 0.19     |  |  | 62,500  |  |  | 14,375    |  |  | 0.84        | 
| | April 8, 2009                       |  | 0.14     |  |  | 12,500  |  |  | 3,500     |  |  | 0.94        | 
| | October 20, 2010                    |  | 0.30     |  |  | 187,500 |  |  | 22,500    |  |  | 2.47        | 
| | Options outstanding and exercisable |  |          |  |  | 300,000 |  |  | 44,875    |  |  | 1.81        | 

The fair value of each option granted
  was estimated on the grant date using the Black-Scholes option pricing model.
  There were no stock options granted during the fiscal years ended April 30,
  2008 and 2007.

|6. | GAIN ON SHARES ISSUED BY SUBSIDIARY                                                                                                                                                                                                                                 
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                     
|   | During 2008, 2007 and 2006, REGI issued shares outside
        the consolidated group. These issuances effectively reduced the Companys
        interest (through RAND) in REGI, which resulted in a deemed gain on sale
        of subsidiarys shares as follows:

| |                                                    |  | 2008    |  |  | 2007    |  |  | 2006    | 
| | -------------------------------------------------- |  | ------- |  |  | ------- |  |  | ------- | 
| |                                                    |  | $       |  |  | $       |  |  | $       | 
| | Gain due to ownership of new assets resulting from |  |         |  |  |         |  |  |         | 
| | subsidiary shares issued                           |  | 228,934 |  |  | 147,414 |  |  | 331,949 | 

F-13

---

|Reg Technologies Inc.                         
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2008 and 2007           
|(Expressed in Canadian dollars)               

|7. | DECONSOLIDATION OF SUBSIDIARY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Prior to April 30, 2008, REGI was considered a controlled
        subsidiary of Rand for consolidation purposes by way of control through
        an annually renewable voting trusts agreement with certain affiliated
        companies. This trusts agreement gave the Company approximately over 50%
        control of the voting shares of REGI. The consolidation process resulted
        in the Company recognizing $1,808,851 of assets, liabilities and certain
        equity amounts of REGI at April 30, 2008. The consolidated statements
        of operations and cash flows include the operations of REGI to April 30,
        2008.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Effective April 30, 2008, the voting trusts agreement
        was cancelled, and REGI was deconsolidated . The investment in REGI is
        now accounted for under the equity method. The following shows the result
        of no longer recognizing the assets, liabilities and certain equity amounts
        of REGI as a result of the deconsolidation.                                                                                                                                                                                                                                                                                         

| |                                               |  | 2008      |  
| | --------------------------------------------- |  | --------- | -
| |                                               |  | $         |  
| | Assets                                        |  | (8,632    | )
| | Liabilities                                   |  | 169,820   |  
| | Due to related parties                        |  | 112,311   |  
| | Contributed surplus                           |  | 886,589   |  
| | Accumulated foreign exchange adjustments      |  | 648,763   |  
| | Result of deconsolidation
      of subsidiary |  | 1,808,851 |  

All parties involved in the voting trusts
  agreement are deemed related parties as they are all under common control. Accordingly,
  the result of deconsolidation has been stated as an addition to contributed
  surplus at carrying amounts as there was no independent evidence that the consideration
  paid or received (nil) represented the fair value of the percentage ownership
  given up.

|8. | EQUITY ACCOUNTED INVESTEE                                                                                                                                               
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                         
|   | The investment in REGI is now accounted for under the
        equity method. The Company recognizes its share of losses to the extent
        of its investment in REGI:

| |                                             |  | 2008     |  
| | ------------------------------------------- |  | -------- | -
| |                                             |  | $        |  
| | Investment at cost                          |  | 215,800  |  
| | Cumulative share of
      losses recognized |  | (215,800 | )
| |                                             |  |         |  

At April 30, 2008, the Company is owed
  an aggregate of $112,312 (2007 - $nil). The amounts owed are unsecured, non-interest
  bearing and due on demand.

|9. | EQUIPMENT
|-- | ---------

| |                                |  |        |  |  | 2008         |  |  |          | 
| | ------------------------------ |  | ------ |  |  | ------------ |  |  | -------- | 
| |                                |  |        |  |  | Accumulated  |  |  | Net Book | 
| |                                |  | Cost   |  |  | Amortization |  |  | Value    | 
| |                                |  | $      |  |  | $            |  |  | $        | 
| | Computer Hardware              |  | 6,632  |  |  | 2,776        |  |  | 3,856    | 
| | Office furniture and equipment |  | 8,849  |  |  | 2,506        |  |  | 6,343    | 
| |                                |  | 15,481 |  |  | 5,282        |  |  | 10,199   | 

F-14

---

|Reg Technologies Inc.                         
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2008 and 2007           
|(Expressed in Canadian dollars)               

|9. | EQUIPMENT
        (Continued)
|-- | -----------------------------

| |                                |  |        |  |  | 2007         |  |  |          | 
| | ------------------------------ |  | ------ |  |  | ------------ |  |  | -------- | 
| |                                |  |        |  |  | Accumulated  |  |  | Net Book | 
| |                                |  | Cost   |  |  | Amortization |  |  | Value    | 
| |                                |  | $      |  |  | $            |  |  | $        | 
| | Computer Hardware              |  | 5,295  |  |  | 677          |  |  | 4,618    | 
| | Office furniture and equipment |  | 8,849  |  |  | 736          |  |  | 8,113    | 
| |                                |  | 14,144 |  |  | 1,413        |  |  | 12,731   | 

|10. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | Related party transactions not otherwise disclosed
        in these financial statements are as follows:                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | [a]                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | [b]                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | [c]                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | [d]                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | [e]                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | [f]                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | The above transactions have been in the
        normal course of operations and are recorded at their exchange amounts
        with the exception of (f), which is recorded at carrying amounts.                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|11. | INCOME TAXES                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | As at April 30, 2008, the Company has non-capital
        losses carried forward totalling $2,110,000 for Canadian tax purposes,
        which expire starting in the tax year commencing 2008. 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 years ended April 30, 2008, 2007 and 2006 is
        as follows:                                                                                                                                                                                                                                                                                  

| |                           |  | 2008    |   |  | 2007    |   |  | 2006 |  
| | ------------------------- |  | ------- | - |  | ------- | - |  | ---- | -
| | Statutory income tax rate |  | 33.25%  |   |  | 34.12%  |   |  | 35%  |  
| | Adjust foreign country    |  |        |   |  | 0.50%   |   |  |     |  
| | Adjust for change in rate |  | (7.25%  | ) |  |        |   |  |     |  
| | Valuation adjustment      |  | (26.00% | ) |  | (34.62% | ) |  | (35% | )
| | Effective income tax rate |  |        |   |  |        |   |  |     |  

F-15

---

|Reg Technologies Inc.                         
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2008 and 2007           
|(Expressed in Canadian dollars)               

|11. | INCOME TAXES(Continued)                                                                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                              
|    | The tax effect (computed by applying the federal statutory
        rates as stated above) of the significant temporary differences, which
        comprise future tax assets and liabilities, are as follows:

| |                                                 |  |  | 2008     |   |  | 2007       |  
| | ----------------------------------------------- |  |  | -------- | - |  | ---------- | -
| |                                                 |  |  | $        |   |  | $          |  
| | Future income tax assets                        |  |  |          |   |  |            |  
| | Tax value in excess
      of carrying values of |  |  |          |   |  |            |  
| | -
      Intangible assets                       |  |  | 153,000  |   |  | 144,000    |  
| | -
      Property and equipment                  |  |  | 53,000   |   |  | 70,000     |  
| | Non-capital
        loss carry forwards         |  |  | 549,000  |   |  | 642,000    |  
| | Total gross future income tax assets            |  |  | 755,000  |   |  | 856,000    |  
| | Valuation allowance                             |  |  | (755,000 | ) |  | (856,000   | )
| | Net future income
      tax asset               |  |  |         |   |  |           |  
| | Future income tax assets (of subsidiary)        |  |  |          |   |  |            |  
| | Non-capital
        loss carry forwards         |  |  |         |   |  | 2,711,000  |  
| | Total gross future income tax assets            |  |  |         |   |  | 2,711,000  |  
| | Valuation allowance                             |  |  |         |   |  | (2,711,000 | )
| | Net future income tax asset                     |  |  |         |   |  |           |  

The Company and Rand have combined Canadian
  income tax losses of approximately $2,110,000, which are available to reduce
  Canadian taxable income of future years. The losses expire as follows:

|     | $        
|---- | ---------
|2008 | 135,000  
|2009 | 138,000  
|2010 | 190,000  
|2014 | 145,000  
|2015 | 212,000  
|2026 | 402,000  
|2027 | 317,000  
|2028 | 571,000  
|     | 2,110,000

In assessing the realizability of future
  tax assets, management considers whether it is more likely than not that some
  portion or 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 assets considered realizable could change materially in the near
  term based on future taxable income during the carry-forward period.

|12. | COMMITMENTS
|--- | -----------
|    |            
|    | [a]        
|    |            
|    |            

F-16

---

|Reg Technologies Inc.                         
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2008 and 2007           
|(Expressed in Canadian dollars)               

|12. | COMMITMENTS(Continued)
|--- | ----------------------
|    |                       
|    |                       
|    |                       
|    |                       
|    |                       
|    | [b]                   

|     | Amount
|---- | ------
|     | $     
|2009 | 16,994
|2010 | 2,124 
|     | 19,118

|13. | RESTATEMENT                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                    
|    | The Company has restated its consolidated financial
        statements for the years ended April 30, 2007 and 2006:

| |  | To adjust dilution of the parent companys
      ownership due to the subsidiary issuing shares to third parties,
| |  | -----------------------------------------------------------------------------------------------------------------
| |  | To reinstate previously eliminated foreign currency
      translation adjustments upon consolidation, and        
| |  | To reclassify subscriptions received by a subsidiary
      as equity.                                            

Prior period statements have been retroactively
  restated as follows:

| |                                            |  | April 30, 2007 |   |  |            |   |     |  |                |  
| | ------------------------------------------ |  | -------------- | - |  | ---------- | - | --- |  | -------------- | -
| |                                            |  | As Previously  |   |  |            |   |     |  | April 30, 2007 |  
| |                                            |  | Reported       |   |  | Adjustment |   |     |  | As Restated    |  
| |                                            |  | $              |   |  | $          |   |     |  | $              |  
| |                                            |  |                |   |  |            |   |     |  |                |  
| | Consolidated Balance Sheet                 |  |                |   |  |            |   |     |  |                |  
| | Current Liabilities                        |  |                |   |  |            |   |     |  |                |  
| | Accounts payable and accrued liabilities   |  | 83,952         |   |  | 289,307    |   | (a) |  | 373,259        |  
| | Shareholders Equity                       |  |                |   |  |            |   |     |  |                |  
| | Subscriptions Received                     |  | 289,307        |   |  | (289,307   | ) | (a) |  |               |  
| | Contributed Surplus                        |  | 850,733        |   |  | (894       | ) | (b) |  | 849,839        |  
| | Foreign Currency Translation Adjustments   |  | (74,706        | ) |  | 714,464    |   | (c) |  | 639,758        |  
| | Deficit Accumulated During the Development |  |                |   |  |            |   |     |  |                |  
| | Stage                                      |  | (12,081,099    | ) |  | (713,570   | ) |     |  | (12,794,669    | )

| | (a) | To reclassify subscriptions received by a subsidiary
        from equity to accounts payable and accrued liabilities.
| | --- | ---------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                      
| | (b) | To adjust for foreign exchange changes.                                                                              
| |     |                                                                                                                      
| | (c) | To record foreign currency translation adjustments previously
        eliminated upon consolidation.                 

F-17

---

|Reg Technologies Inc.                         
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2008 and 2007           
|(Expressed in Canadian dollars)               

|13. | RESTATEMENT(Continued)
|--- | ----------------------

| |                                            |  | April 30, 2007 |   |  |            |   |     |  |                |  
| | ------------------------------------------ |  | -------------- | - |  | ---------- | - | --- |  | -------------- | -
| |                                            |  | As Previously  |   |  |            |   |     |  | April 30, 2007 |  
| |                                            |  | Reported       |   |  | Adjustment |   |     |  | As Restated    |  
| |                                            |  | $              |   |  | $          |   |     |  | $              |  
| | Consolidated Statement of Operations       |  |                |   |  |            |   |     |  |                |  
| | General and administration                 |  | (1,884,471     | ) |  | 206,515    |   | (a) |  | (1,677,956     | )
| | Research and development                   |  |               |   |  | (205,103   | ) | (a) |  | (205,103       | )
| | Foreign exchange                           |  | 23,130         |   |  | (19,311    | ) | (a) |  | 3,819          |  
| | Non-controlling interest                   |  | 570,401        |   |  | (102,443   | ) | (b) |  | 467,958        |  
| | Amortization                               |  |               |   |  | (1,413     | ) | (a) |  | (1,413         | )
| | Net loss
      for the year                |  | (519,698       | ) |  | (121,755   | ) |     |  | (641,453       | )
| |                                            |  |                |   |  |            |   |     |  |                |  
| | Deficit Accumulated During the Development |  |                |   |  |            |   |     |  |                |  
| | Stage                                      |  |                |   |  |            |   |     |  |                |  
| | Deficit, beginning of the year             |  | (11,561,401    | ) |  | (591,815   | ) |     |  | (12,153,216    | )
| | Deficit, end of the year                   |  | (12,081,099    | ) |  | (713,570   | ) |     |  | (12,794,669    | )
| |                                            |  |                |   |  |            |   |     |  |                |  
| | Loss Per Share  Basic and Diluted         |  | (0.02          | ) |  | (0.01      | ) |     |  | (0.03          | )

| | (a) | To adjust for foreign exchange changes and reclassify
        research and development and amortization.
| | --- | --------------------------------------------------------------------------------------------------------
| |     |                                                                                                         
| | (b) | To adjust non-controlling interest as a result of the
        above changes.                            

| |                                            |  | April 30, 2006 |   |  |            |   |     |  |                |  
| | ------------------------------------------ |  | -------------- | - |  | ---------- | - | --- |  | -------------- | -
| |                                            |  | As Previously  |   |  |            |   |     |  | April 30, 2006 |  
| |                                            |  | Reported       |   |  | Adjustment |   |     |  | As Restated    |  
| |                                            |  | $              |   |  | $          |   |     |  | $              |  
| | Consolidated Statement of Operations       |  |                |   |  |            |   |     |  |                |  
| | General and administration                 |  | (1,574,083     | ) |  | 155,135    |   | (a) |  | (1,418,948     | )
| | Research and development                   |  |               |   |  | (155,135   | ) | (a) |  | (155,135       | )
| | Foreign exchange                           |  | (15,609        | ) |  | (57,251    | ) | (a) |  | (72,860        | )
| | Non-controlling
      interest             |  | 83,420         |   |  | 827,055    |   | (b) |  | 910,475        |  
| | Net loss for the year                      |  | (1,033,398     | ) |  | 769,804    |   |     |  | (263,594       | )
| |                                            |  |                |   |  |            |   |     |  |                |  
| | Deficit Accumulated During the Development |  |                |   |  |            |   |     |  |                |  
| | Stage                                      |  |                |   |  |            |   |     |  |                |  
| | Deficit, beginning of the year             |  | (10,528,003    | ) |  | (1,361,619 | ) |     |  | (11,889,622    | )
| | Deficit,
      end of the year             |  | (11,561,401    | ) |  | (591,815   | ) |     |  | (12,153,216    | )
| |                                            |  |                |   |  |            |   |     |  |                |  
| | Loss
      Per Share  Basic and Diluted   |  | (0.01          | ) |  |           |   |     |  | (0.01          | )

| | (a) | To adjust for foreign exchange changes and reclassify
        research and development.
| | --- | ---------------------------------------------------------------------------------------
| |     |                                                                                        
| | (b) | To adjust non-controlling interest as a result of the
        above changes.           

F-18

---

|Reg Technologies Inc.                         
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2008 and 2007           
|(Expressed in Canadian dollars)               

|14. | SUBSEQUENT EVENTS                                                                                                                                                                                                                                                                                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                  
|    | [a]                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                  
|    | [b]                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                  
|15. | RECONCILIATION OF UNITED STATES AND CANADIAN
        GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (US GAAP AND
        CANADIAN GAAP)                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                  
|    | These
        consolidated financial statements have been prepared in accordance with
        Canadian generally accepted accounting principles (Canadian GAAP). A description
        of US GAAP and practices prescribed by the US Securities and Exchange
        Commission (collectively US GAAP) that result in material measurement
        differences from Canadian GAAP are as follows:
|    |                                                                                                                                                                                                                                                                                                                                                                                                  
|    | [a]                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                  
|    | [b]                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                  
|    | [c]                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                  
|    | [d]                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                  
|    | [e]                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                  

F-19

---

|Reg Technologies Inc.                         
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2008 and 2007           
|(Expressed in Canadian dollars)               

|15. | RECONCILIATION
        OF UNITED STATES AND CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
        (US GAAP AND CANADIAN GAAP)(Continued)
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                 
|    | [f]                                                                                                                                             
|    |                                                                                                                                                 
|    |                                                                                                                                                 
|    |                                                                                                                                                 
|    | [g]                                                                                                                                             
|    |                                                                                                                                                 
|    |                                                                                                                                                 
|    |                                                                                                                                                 
|    | [h]                                                                                                                                             
|    |                                                                                                                                                 
|    |                                                                                                                                                 
|    |                                                                                                                                                 
|    |                                                                                                                                                 
|    |                                                                                                                                                 
|    |                                                                                                                                                 
|    |                                                                                                                                                 
|    |                                                                                                                                                 
|    |                                                                                                                                                 
|    |                                                                                                                                                 

F-20

---

|Reg Technologies Inc.                         
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2008 and 2007           
|(Expressed in Canadian dollars)               

|15. | RECONCILIATION OF UNITED STATES AND CANADIAN
        GENERALLY ACCEPTEDACCOUNTING PRINCIPLES (US GAAP AND
        CANADIAN GAAP)(Continued)
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                
|    | [h]                                                                                                                                            
|    |                                                                                                                                                
|    |                                                                                                                                                
|    |                                                                                                                                                
|    | [i]                                                                                                                                            

| |                                            |  | 2008        |   |  | 2007        |   |  | 2006        |  
| | ------------------------------------------ |  | ----------- | - |  | ----------- | - |  | ----------- | -
| |                                            |  | $           |   |  | $           |   |  | $           |  
| |                                            |  |             |   |  | (Restated  |   |  | (Restated  |  
| |                                            |  |             |   |  | Note13)     |   |  | Note 13)    |  
| | Net loss, as determined under              |  |             |   |  |             |   |  |             |  
| | Canadian GAAP                              |  | (480,145    | ) |  | (641,453    | ) |  | (263,594    | )
| | Donated
      services                     |  | (153,440    | ) |  | (170,700    | ) |  | (178,080    | )
| | Net loss, as determined under U.S. GAAP    |  | (633,585    | ) |  | (812,153    | ) |  | (441,674    | )
| | Deficit accumulated during the development |  |             |   |  |             |   |  |             |  
| | stage, as determined under
      U.S. GAAP |  |             |   |  |             |   |  |             |  
| | - Beginning of year                        |  | (13,901,189 | ) |  | (13,089,036 | ) |  | (12,647,362 | )
| | - End of year                              |  | (14,534,774 | ) |  | (13,901,189 | ) |  | (13,089,036 | )
| | Loss per share, weighted average basis     |  |             |   |  |             |   |  |             |  
| | (excluding escrowed shares)                |  | (0.03       | ) |  | (0.03       | ) |  | (0.02       | )

| | [j] | Material effects of the different generally accepted
        accounting principles on the Company's balance sheet as at April 30, 2008
        and 2007 are as follows:
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                                        |  | 2008       |  |  | 2007           | 
| | ------------------------------------------------------ |  | ---------- |  |  | -------------- | 
| |                                                        |  | $          |  |  | $              | 
| |                                                        |  |            |  |  | (Restated     | 
| |                                                        |  |            |  |  | Note
      13) | 
| |                                                        |  |            |  |  |                | 
| | Donated capital, as determined in Canada               |  |           |  |  |               | 
| | Donated services                                       |  | 1,259,960  |  |  | 1,106,520      | 
| | Increase to donated capital, as determined in the US   |  | 1,259,960  |  |  | 1,106,520      | 
| | Deficit, ending balance, as determined in Canada       |  | 13,274,814 |  |  | 12,794,669     | 
| | Deficit, as determined in the US                       |  | 14,534,774 |  |  | 13,901,189     | 
| | Net increase to deficit,
      as determined in the US |  | 1,259,960  |  |  | 1,106,520      | 

F-21

---

SIGNATURE PAGE

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

REG TECHNOLOGIES INC.REGISTRANT

|Dated: November
      27 , 2008 | By: | /s/
      John G. Robertson 
|------------------------------- | --- | ----------------------------
|                                |     | John G. Robertson           
|                                |     | President/Secretary/Director

- 56 -

---