United States Securities and Exchange Commission
  Washington, D.C. 20549 ________________________________________________ 
  FORM 20-F/A

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

OR


| | ANNUAL
        REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
        OF 1934 - For the fiscal year ended April 30, 2002
| | -----------------------------------------------------------------------------------------------------------------------------------------------

OR

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

Commission File Number****0-24342Reg Technologies, Inc. (Exact name of registrant as specified in its charter)

British Columbia, Canada  (Jurisdiction of incorporation or organization)

1103 - 11871 Horseshoe Way


Richmond, British Columbia
  V7A 5H5, Canada(Address of principal executive offices)


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

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, 2002
|----------------------------------------------------------------------------------------------- |  | -------------------------------------
|Common Shares, no par value
      Preferred Shares, $1.00 par value
      Class A, no par value |  | 17,078,371
      none
      none     

Indicate by check
  mark whether the registrant (1) has filed all reports required to be filed by
  Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
  12 months (or for such shorter period that the registrant was required to file
  such reports), and (2) has been subject to such filing requirements for the
  past 90 days.

Yes ____ No X

Indicate by check mark which financial statement
  the registrant has elected to follow.

Item 17. X
  Item 18.____

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TABLE OF CONTENTS

|Forward-Looking Statements                                            |  | 4                                                                                  
|--------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------
|Foreign Private Issuer Status and
      Currencies and Exchange Rates |  | 5                                                                                  
|PART I                                                                |  |                                                                                    
|ITEM 1.                                                               |  | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND
      ADVISORS                        
|ITEM 2.                                                               |  | OFFER AND STATISTICS AND EXPECTED TIMETABLE                                        
|ITEM 3.                                                               |  | KEY INFORMATION                                                                    
|A.                                                                    |  | SELECTED FINANCIAL DATA                                                            
|B.                                                                    |  | CAPITALIZATION AND INDEBTEDNESS                                                    
|C.                                                                    |  | REASON FOR THE OFFER AND USE OF PROCEEDS                                           
|D.                                                                    |  | RISK FACTORS                                                                       
|ITEM 4.                                                               |  | INFORMATION ON THE COMPANY                                                         
|A.                                                                    |  | HISTORY AND DEVELOPMENT                                                            
|B.                                                                    |  | BUSINESS OVERVIEW                                                                  
|C.                                                                    |  | ORGANIZATIONAL STRUCTURE                                                           
|D.                                                                    |  | PROPERTY, PLANT AND EQUIPMENT                                                      
|ITEM 5.                                                               |  | OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                       
|A.                                                                    |  | OPERATING RESULTS                                                                  
|B.                                                                    |  | LIQUIDITY AND CAPITAL RESOURCES                                                    
|C.                                                                    |  | RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES,
      ETC                          
|D.                                                                    |  | TREND INFORMATION                                                                  
|ITEM 6.                                                               |  | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                         
|A.                                                                    |  | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                         
|B.                                                                    |  | COMPENSATION                                                                       
|C.                                                                    |  | BOARD PRACTICES                                                                    
|D.                                                                    |  | EMPLOYEES                                                                          
|E.                                                                    |  | SHARE OWNERSHIP                                                                    
|ITEM 7.                                                               |  | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                                  
|A.                                                                    |  | Major Shareholders                                                                 
|B.                                                                    |  | Related Party Transactions                                                         
|C.                                                                    |  | Interests of Experts and Counsel                                                   
|ITEM 8.                                                               |  | FINANCIAL INFORMATION                                                              
|A.                                                                    |  | Consolidated Statements and Other Financial Information                            
|B.                                                                    |  | Significant Changes                                                                
|ITEM 9.                                                               |  | THE OFFER AND LISTING                                                              
|ITEM 10.                                                              |  | ADDITIONAL INFORMATION                                                             
|A.                                                                    |  | Share Capital                                                                      
|B.                                                                    |  | Memorandum and Articles of Association                                             
|C.                                                                    |  | Material Contracts                                                                 
|D.                                                                    |  | Exchange Controls                                                                  
|E.                                                                    |  | Taxation                                                                           
|F.                                                                    |  | Dividends and Paying Agents                                                        
|G.                                                                    |  | Statement by Experts                                                               
|H.                                                                    |  | Documents on Display                                                               
|I.                                                                    |  | Subsidiary Information                                                             
|ITEM 11.                                                              |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
      MARKET RISK                   
|ITEM 12.                                                              |  | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                             
|PART II                                                               |  |                                                                                    
|ITEM 13.                                                              |  | DEFAULTS, DIVIDEND ARREARAGES AND DELIQUENCIES                                     
|ITEM 14.                                                              |  | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY
      HOLDERS AND USE OF PROCEEDS.
|A.                                                                    |  | Material Modifications to the Rights of Security
      Holders                     
|B.                                                                    |  | Use of Proceeds                                                                    

-2-

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|ITEM 15.       |  | [RESERVED]           |  | 31
|-------------- |  | -------------------- |  | --
|ITEM 16.       |  | [RESERVED]           |  | 31
|PART III       |  |                      |  | 31
|ITEM 17.       |  | FINANCIAL STATEMENTS |  | 31
|ITEM 18.       |  | FINANCIAL STATEMENTS |  | 32
|ITEM 19.       |  | EXHIBITS             |  | 32
|SIGNATURE PAGE |  |                     

-3-

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Forward-Looking Statements

This annual report includes "forward-looking
  statements." 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.

These forward-looking statements address, among others, such
  issues as:

|· | future prices of and demand for our products,                       
|- | --------------------------------------------------------------------
|· | future earnings and cash flow,                                      
|· | future plans and capital expenditures,                              
|· | expansion and other development trends of the
      engine industry,
|· | expansion and growth of our business and operations,
      and      
|· | our prospective operational and financial information.              

These statements are based on assumptions and
  analyses made by us in light of our experience and our perception of historical
  trends, current conditions and expected future developments, as well as other
  factors we believe are appropriate in particular circumstances.

However, whether actual results and developments
  will meet our expectations and predictions depends on a number of risks and
  uncertainties which could cause actual results to differ materially from our
  expectations, including the risks set forth in "Item 3-Key Information-Risk
  Factors" and the following:

|· | fluctuations in prices of our products,                    
|- | -----------------------------------------------------------
|· | potential acquisitions and other business opportunities,   
|· | general economic, market and business conditions,
      and
|· | other risks and factors beyond our control.                

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.

-4-

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Foreign Private Issuer Status and Currencies and Exchange Rates

Foreign Private Issuer Status:

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

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$ 1.5681
  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, 2002. 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 16, 2002, the Noon Buying Rate was CDN$
  1.5840 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:

| | Year |  | Average |  | Low/High      |  | April 30 | 
| | ---- |  | ------- |  | ------------- |  | -------- | 
| |      |  |         |  |               |  |          | 
| |      |  |         |  |               |  |          | 
| | 2002 |  | 1.5671  |  | 1.5102/1.6128 |  | 1.5681   | 
| | 2001 |  | 1.5113  |  | 1.4639/1.5790 |  | 1.5360   | 
| | 2000 |  | 1.4634  |  | 1.4977/1.4475 |  | 1.4789   | 
| | 1999 |  | 1.5088  |  | 1.5465/1.4305 |  | 1.4565   | 
| | 1998 |  | 1.4056  |  | 1.4451/1.3795 |  | 1.4310   | 

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Not applicable, but see Item 6  Directors,
  Senior Management and Employees  Directors and Senior Management.

ITEM 2. OFFER AND STATISTICS AND EXPECTED TIMETABLE

Not applicable.

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, 2002 and 2001, 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, 2002 and 2001 have been audited by

5

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Manning Elliott. The Consolidated Financial Statements
  are prepared in accordance with Canadian GAAP. See Note 12 of the Notes to Consolidated
  Financial Statements for a reconciliation to U.S. GAAP.

The selected financial data set forth in the
  following table is expressed in Canadian dollars. Since June 1, 1970, the Government
  of Canada has permitted a floating exchange rate to determine the value of the
  Canadian dollar as compared to the United States dollar. At April 30, 2002,
  US$1.00 was equal to approximately C$1.5681. The exchange rates for the past
  five fiscal years ended April 30, are presented in the introduction to this
  registration statement.

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

Fiscal Years Ended April 30

|                                                                              | 2002       | 2001        | 2000       | 1999       | 1998      
|----------------------------------------------------------------------------- | ---------- | ----------- | ---------- | ---------- | ----------
|Net sales or operating revenues                                               | -          | -           | -          | -          | -         
|Income (loss) from operations                                                 | 165,989    | (1,631,759) | 148,090    | (929,866)  | 306,701   
|Income (loss) from continuing operations                                      | 165,989    | (1,631,759) | 148,090    | (929,866)  | 306,701   
|Net income (loss)                                                             | 165,989    | (1,631,759) | 148,090    | (929,866)  | 306,701   
|Net income (loss) from operations per share                                   | (0.01)     | (0.10)      | 0.01       | (0.06)     | .02       
|Income (loss) from continuing operations per
      share                      | (0.01)     | (0.10)      | 0.01       | (0.06)     | .02       
|Total assets                                                                  | 253,364    | 262,443     | 910,337    | 890,170    | 924,052   
|Net assets                                                                    | (838,674)  | (1,085,587) | 266,873    | 95,965     | 331,427   
|Capital stock (excluding long term debt and redeemable preferred
      stock) | 10,467,921 | 10,392,920  | 10,142,920 | 10,142,920 | 9,448,516 
|Number of shares as adjusted to reflect changes in capital                    | 17,078,371 | 16,578,371  | 16,078,371 | 16,078,371 | 14,999,782
|Dividends per share                                                           | -          | -           | -          | -          | -         
|Diluted net income per share                                                  | -          | -           | -          | -          | -         

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

B.         CAPITALIZATION
  AND INDEBTEDNESS

Not applicable.

C.         REASON FOR
  THE OFFER AND USE OF PROCEEDS

Not applicable.

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,

6

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our business, results of operations, or financial
  condition would likely suffer. In such case, the trading price of our common
  stock could decline, and you may lose all or part of your investment.

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

We have reported losses in each year since its
  inception. At April 30, 2002, we had an accumulated deficit of ($11,364,635)
  in accordance with U.S. GAAP. Our history consists almost entirely of development
  of its products funded entirely from the sale of our Common Stock in the absence
  of revenues. We anticipate that it will continue to incur substantial additional
  operating losses for at least the next 12 months and expects cumulative losses
  to increase as our development efforts expand.

Although we anticipate receiving future revenues
  fromthe 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.

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

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

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

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

7

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

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

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

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

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

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

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

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

8

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adversely affect the operation of and market
  for our products, reduce revenue, increase costs and damage our reputation.

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

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

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

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

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

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

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

9

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

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

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

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

ITEM 4. INFORMATION ON THE COMPANY

A.         HISTORY AND
  DEVELOPMENT

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.

Its authorized capital consists of 45,000,000
  shares consisting of 30,000,000 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 30,000,000 common shares without
  par value, 16,578,371 shares were issued and outstanding as of April 30, 2001
  and the same number of shares were issued and outstanding as of the date of
  this Form 20-F. There are no Preferred or Class "A" Shares currently outstanding.
  All the Issuer's outstanding shares are Common Shares. They are not subject
  to any future call or assessment and they all have equal voting rights. There
  are no special rights or restrictions of any nature attached to any of the shares
  and they all rank equally, as to all benefits that might accrue to the holder
  thereof.

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

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

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

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

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

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

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

Under an agreement dated April 27, 1993, between
  ourself, REGI, Rand Cam-Engine Corporation and James L. McCann (the "Agreement"),
  Rand Cam-Engine Corporation agreed to sell to us 330,000 shares of REGI, representing
  a further 11% interest in REGI. In consideration for a controlling interest
  in REGI, we agreed to pay Rand Cam-Engine Corporation $50,000, issue 600,000
  shares of our Common Stock (the "Purchase Price") and grant a participating
  royalty to a maximum amount of $10,000,000, ("Participating Royalty"). On July
  14, commencing in 1995 and for each consecutive year thereafter, the Participating
  Royalty is to be paid in the form of instalments by us. A minimum of $50,000
  per year must be paid by us to the Rand Cam-Engine Corporation. As part of the
  minimum payment, we are to pay to Rand Cam-Engine Corporation, 5% of any after-tax
  net profits receive by us from REGI.

Pursuant to the Agreement, we were and are to
  distribute the 600,000 Common Shares to Rand Cam-Engine Corporation as follows:
  (a) 100,000 shares upon receiving regulatory approval; (b) a further 100,000
  shares within five days of receiving written approval of the then Vancouver
  Stock Exchange following the successful testing of the Alpha version of the
  Rand Cam/Direct Charge Engine, and an independent engineer's report recommending
  further expenditures be made. Regulatory approval was received on April 11,
  1995 and the shares were issued April 20, 1995 at $1.69 per share;

(c) a further 150,000 shares within five days
  after the latter of: receipt of written approval of the Vancouver Stock Exchange
  of an independent assessment report confirming that the Beta version of the
  RC/DC Engine has commercial or military applications; July 17, 1993; or the
  date the shares issued in (b) above;

(d) a final 250,000 shares within five days after
  written approval from the Vancouver Stock Exchange following the latter of:
  the signing of a contract to build and sell the RC/DC Engine or the execution
  of a License Agreement with an independent company; July 17, 1994; or the date
  the shares are issued in (c) above.

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

Pursuant to an agreement with Brian Cherry ("Cherry
  Agreement") dated July 30, 1992 , REGI was assigned all rights, title and interest
  in the Direct Charge Rotary Engine for all countries excluding the United States
  of America. Also under the Cherry Agreement, Sky Technologies Inc. (now called
  REGI U.S., Inc.) was assigned from Brian Cherry all right, title and interest
  in and to the Rand Cam/Direct Charge Rotary Engine for the United States.

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REGI U.S., INC.

REGI U.S., Inc. ("REGI U.S.") is a 52.5% owned
  U.S. subsidiary of Rand Energy Group Inc. which is in turn controlled through
  51% ownership by us. REGI U.S. was organized under the laws of the State of
  Oregon on July 27, 1992 as Sky Technologies, Inc. with its name changed on August
  1, 1994. It has a total authorized capital of 20,000,000 common shares. As of
  April 30, 2002, a total of 10,221,735 shares are issued of which 5,073,200 are
  owned by Rand Energy Group Inc. In 1993 Sky completed an offering of 500,000
  units consisting of one share of the Common Stock with no par value and one
  Warrant to purchase one share of Sky. Each Warrant entitled the holder to purchase
  one share of Sky at $1.25 until August 24, 1994 and then at a price of $1.50
  during the following 12 month period, or extension thereof.

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

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

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 RAND. A United States patent was issued for the
  RC/DC Engine on July 4, 1995, and assigned to us. Since no marketable product
  has yet been developed, we have not received any revenues from operations.

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

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

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

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actual commercial production is ever achieved.
  There is no assurance at this time, however, that revenues will ever be received
  from licensing the Technology even if it does prove to be commercially feasible.

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

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

We are currently testing prototypes for these
  products including air pumps for fuel cell applications and air conditioning
  compressors. Our strategy is to develop engines and compressors for low to medium
  horsepower applications, then apply the Technology to larger applications. We
  plan to license the Technology or enter into joint venture arrangements for
  other specific applications. The licensee or joint venture partners will then
  provide funding for research and development of the specific applications.

Products

Rand Cam Technology

Rand Cam Cold Turbine Engine

On March 13, 2001, we announced that analysis
  has been completed on a RAND CAM COLD TURBINE ENGINE to generate 1000 horsepower
  at 1800 rpm for the electrical power generation market. Preliminary drawings
  of this engine have been completed. A presentation has been prepared to visually
  demonstrate the technology so that we can generate interest and obtain funding
  to build and test this new engine. A dry run of the presentation was presented
  to a representative of one of the largest engine manufacturers in North America
  and the representative is assisting in setting up a presentation for its top
  management. Two additional presentations have been made to the management of
  this engine manufacturing company and the product is being reviewed by its engineering
  department. This presentation will be "taken on the road" and shown to additional
  major engine manufacturers and end users such as utility companies to solicit
  interest. Summarizing the presentation, the RAND CAM COLD TURBINE ENGINE compared
  to the best available MICROTURBINE ENGINE, has 32 percent better efficiency
  and generates 91 percent more power from the same airflow while retaining all
  of the emissions advantages of the MICROTURBINE ENGINE.

An analysis has been completed to show the potential
  of the RAND CAM COLD TURBINE ENGINE in aircraft application at the 400 horsepower
  output level so that we can work with several groups that have expressed interest
  in the Rand Cam Engine at this rating for aircraft and marine markets.

On July 12, 2001 we announced that our Engineer,
  Patrick Badgley, has completed a proposal to build a residential Cold Turbine
  Rand Cam generator. The self-contained residential power plant will be
  capable of providing 100% of the power needs of a modern luxury residence and
  would run on natural gas, propane or diesel fuel. The 25kW Rand Cam power
  plant would run at 3600 rpm, be extremely quiet, only 18 inches in overall diameter
  and would weigh 110 lbs.

Designs have been completed for three different
  applications of this new engine concept. The Cold Turbine is the use of a positive
  displacement RAND CAM(TM) compressor and a positive displacement RAND CAM(TM)
  expander in a Brayton cycle (gas turbine) machine.

Rotary Power International has been granted a
  license agreement for the power generator applications.

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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.

Motor Scooter Project

The motor scooter project was successfully tested
  by Paul LaMarche, our engineer in Detroit, Michigan. Additional testing is proposed
  to prove the concept to potential interested customers.

The RC\DC Scooter Engine was successfully test
  fired on the new ignition system which was designed by our engineering team.
  The system fired in all chambers on both sides. The positive aspect of this
  test is that the ignition system is capable of operating at the demanding rate
  of the sixteen combustions per revolution versus the eight combustions for two
  revolutions on the existing piston engine used today.

The RC\DC Scooter engine will be a light weight,
  smooth and quiet running motor and very inexpensive to maintain and manufacture.
  Also, the RC\DC Scooter Engine prototype required equipment has been fabricated
  and acquired. The RC\DC Scooter Engine will weigh approximately 15-20 pounds
  and generate 20 HP. We have received inquiries from manufacturers regarding
  the possibility of including the Motor Scooter Engine in lightweight and inexpensive
  vehicles. There is no assurance, however, that we will enter into an agreement
  with anyone to manufacture the Motor Scooter engine.

Compressor

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

A special 3.2 SCFM air compressor has been designed
  for a large fuel cell customer. The customer has reviewed the design and his
  comments including type of drive motor, inlet and outlet piping arrangements
  and mounting considerations were incorporated and final drawings were prepared.
  This compressor is of virtually all plastic construction.

On June 28, 2001 we announced that the air pump
  for the fuel cell had been assembled and testing had commenced. The air pump
  was designed for the 1 KW fuel cell and is to be further tested by a potential
  customer at its facilities. Reg Technologies, Inc. also has agreed to build
  a Rand Cam compressor for several applications in the air, hydrogen and natural
  gas compressor requirements for fuel cell applications.

On August 21, 2001 we announced that the prototype
  air compressor requested by a major fuel cell manufacturer has been fabricated
  and is currently undergoing additional testing at REGI U.S.s facility
  in Detroit. At the completion of this effort the compressor will be delivered
  to a compressor manufacturer for

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evaluation and testing as a first step towards
  this manufacturer becoming a licensee to manufacture compressors for our applications.

Air Pump

On September 21, 2000 we announced that Paul
  LaMarche, a director and Vice President of Engineering, completed a series of
  feasibility tests on the Rand Cam air pump for the Lumbar seat application in
  automobiles. The Rand Cam air pump was tested without lubrication and filled
  the lumbar chamber in less than four (4) seconds, which is less than required
  by the specifications, at only 6,600 rpm. To date, production costs and manufacturing
  techniques have not been completed.

Hydraulic Pump

A special 2.5 GPM pump has been designed and
  fabricated for use in a hydrostatic transmission for the lawn and garden market.
  The pump includes an integrated 12 Volt drive motor. This pump incorporates
  the same new technologies used in the air conditioning compressor including
  the winged rotor and multi-piece vanes. The pump is designed for very low cost
  and is of all plastic construction. Production pricing has been obtained and
  we are very competitive according to our customer. This specific application
  for which this pump was designed has been temporarily put on hold.

Hydrogen Separator

We purchased the rights to the H2O Hydrogen Separator
  Technology consisting of a hydrogen separator based, which is a unique system
  for extracting hydrogen from water. We own a 50% interest in the U.S. rights
  and Reg Technologies, Inc. owns 50% of the worldwide rights excluding the U.S.
  to the Hydrogen Separator Technology.

In consideration for a 50% interest for the rights
  to the Hydrogen Separator Technology Reg Technologies, Inc. (Reg)
  agrees that we shall apply for a patent in the U.S. for the Hydrogen Separator
  Technology at Regs expense; and Reg agrees to build a prototype of the
  Hydrogen Separator Technology as designed by GHM, Inc. We declined the option
  to purchase an additional 50% interest. To date, patent confirmation has not
  been received by Reg.

Ceramic Rand CamTMEngine

On December 6, 2001 we announced that a U.S.
  Navy contract (SBIR No1-144) has been awarded to Advanced Ceramics Research
  (prime contractor) and REGI U.S., Inc. to build and test a Naval 0.5 horsepower
  ceramic engine. The proposed engine is a four stroke Rand Cam engine utilizing
  continuous injection and combustion in a single combustion chamber. The engine
  will be of all ceramic construction to permit high temperature operation, without
  cooling, to effectively burn heavy oil. This new motor will be developed for
  powering the U.S. Navys new Smart War-fighter Array of Re-configurable
  Modules (SWARM) low cost unmanned aerial vehicle.

On April 4, 2002 we announced that we signed
  an agreement to grant a license to Advanced Ceramics Research, Inc. (ACR)
  for the Rand Cam based motors for 10 H.P. or less for the SBIR No 1-144
  Navy Contract for the remote piloted applications. We agreed that a 5 year contract
  will also be granted to ACR for the Rand Cam concept motors for the commercial
  and military rights for the applications developed under the Navy contract for
  10 H.P or less.

We will receive a royalty fee of 5% of the purchase
  price for the commercial and Navy applications. We also receive 30% of the Navy
  phase I contract and 50% of the phase II contract which is typically $50,000
  to $100,000 for Phase I and $500,000 to $750,000 for Phase II. Phase I has been
  completed by Advanced Ceramics. The Company is awaiting funding from Phase II
  to be determined before the end of December, 2002.

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Progress Report from May 1, 2001 to April 30, 2002

On June 28, 2001 we reported that the air pump
  for the fuel cell has been assembled and testing has been completed. The air
  pump was designed for the 1KW fuel cell and is to be further tested by a potential
  customer at their facilities.

On August 21, 2001, we reported progress on the
  Rand Cam Air Conditioning Compressor. We previously reported the air conditioning
  compressor for heavy-duty bus applications was completed and delivered to the
  Trans Air Manufacturing Company for testing in January of this year. Unfortunately,
  the testing has not been started. Pat Badgley previously visited this company
  and was assured that Trans Air is still very interested in the compressor. Testing
  has been delayed due to reorganization of Trans Air. We expect testing to commenced
  as soon as possible as Trans Air is still interested in the Rand Cam Engine
  compressor.

On October 22, 2001 we announced that Robert
  D. Stoddart B.S. Chemical Engineering, was appointed as Corporate Marketing
  Director for the Rand Cam(TM) technology applications for REGI U.S., Inc. Robert
  Stoddart brings with him 30 years experience in the aerospace and aircraft industry,
  as Corporate Marketing Director and Federal Government Affairs Director. Mr.
  Stoddart has been involved as a contractor and/or consultant for the Department
  of Defense, Naval Sea Systems Command; Naval Air Systems Command and Defense
  Advanced Research Projects Agency (DARPA).

We also announced that Stodd International, Mr.
  Stoddart's company, was appointed as agent for REGI U.S., Inc. to raise up to
  $6 million (U.S.) on a non-exclusive basis. A 5% agents fee of the total funds
  received from contacts introduced by Stodd International will be paid for funds
  raised, license fees, royalty payments and contract fees. We believe that Mr.
  Stoddarts extensive expertise in government relations and advanced technologies
  marketing will be a valuable asset to marketing the Rand Cam(TM) projects and
  raising substantial funds for REGI U.S., Inc.

Our Rand Cam(TM) technology was exhibited at
  the GSE Expo (Ground Support Equipment Expo http://www.gseexpo.com) in Las Vegas
  at the Rio Hotel and Convention Center on October 23-25, 2001. Our booth was
  well attended.

On December 6, 2001, we announced that a U.S.
  Navy contract (SBIR No1-144) has been awarded to Advanced Ceramics Research
  (prime contractor) and REGI U.S., Inc. to build and test a Naval 0.5 horsepower
  ceramic engine. The proposed engine is a four stroke Rand Cam(TM) engine utilizing
  continuous injection and combustion in a single combustion chamber. The engine
  will be of all ceramic construction to permit high temperature operation, without
  cooling, to effectively burn heavy oil. This new motor will be developed for
  powering the U.S. Navy's new Smart War-fighter Array of Re-configurable Modules
  (SWARM) low cost unmanned aerial vehicle.

On April 4, 2002 we announced that we signed
  an agreement to grant a license to Advanced Ceramics Research, Inc. (ACR)
  for the Rand Cam based motors for 10 H.P. or less for the SBIR No 1-144
  Navy Contract for the remote piloted applications.

A 5 year contract will also be granted to ACR
  for the Rand Cam concept motors for the commercial and military rights
  for the applications developed under the Navy contract for 10 H.P or less. We
  will receive a royalty fee of 5% of the purchase price for the commercial and
  Navy applications. REGI U.S., Inc. also receives 30% of the Navy phase I contract
  and 50% of the phase II contract which is typically $50,000 to $100,000 for
  Phase I and $500,000 to $750,000 for Phase II.

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The Industry

We initially targeted market was the smaller
  engine application (under 20 horsepower) segment. This includes such applications
  as lawnmowers, lawn tractors, weed eaters, tillers, shredders, chainsaws, electrical
  generators, pumps, heatpumps and tampers. Our management believes that many
  of these small engine applications could benefit by the expected size, weight,
  reduced vibration, cost and power density advantages of the Rand Cam Rotary
  Engines.

Possible military applications include smaller
  electrical generator sites, water pumps and a small diesel engine 5-10 HP for
  drones or remote piloted vehicles. We plan to address the electrical power generation
  market through solicitation of military research and development funding.

The use of the basic engine technology in air
  conditioning compressors appears to hold significant potential for mass market
  applications.

Another application is the air pump being developed
  for a large fuel company which could hold the potential for significant volume
  sales if it proves to be a viable alternative to existing pumps currently used
  in fuel cell applications.

We are currently targeting the diesel engine
  market for military applications.

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.

Seasonality

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

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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,
  whic h may be required in the manufacture of its potential products.

Marketing Strategy

We intend to pursue the development of the RC/DC
  Engine and the air pump, compressor and other products by entering into licensing
  and/or joint venture arrangements with other larger companies, which have the
  financial resources to maximize the potential of the technology. At the present
  time no such licensing or joint venture arrangements have been concluded and
  there is no assurance that any will be in the foreseeable future. We have no
  current plans to become actively involved in either manufacturing or marketing
  any engine or other product which it may ultimately develop to the point of
  becoming a commercial product.

Our current objective is to complete and test
  the various compressor, pump and diesel engine prototypes. Based on the successful
  testing, the prototypes will be used for presentation purposes to potential
  license and joint venture partners. We are currently making presentations to
  the U.S. military which could result in additional government funding if the
  diesel engine prototype meets with its approval.

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

The following marketing activities are all currently
  underway:

AIR CONDITIONING COMPRESSOR - An agreement with
  Trans Air Manufacturers has been completed to use the Rand Cam(TM) compressor
  in air conditioning units in bus applications. We have delivered a compressor
  prototype for testing. We are awaiting test results from Trans Air.

AIR PUMP  A prototype air pump for a Fuel
  Cell Application has been completed and will be delivered to the Fuel Cell manufacturer
  for testing soon.

DIESEL ENGINE  Efforts are underway to
  obtain funding for modifications of the existing Diesel engine to incorporate
  the latest winged rotor technology and incorporate extensive thermal barrier
  coatings. Also several new aircraft engine designs have been completed for aircraft
  applications ranging from 1 to over 400 horsepower for interested potential
  customers. We have signed a license agreement with Advanced Ceramics and Radian
  MILPARTS to further develop our Rand Cam Technology for diesel engine applications.
  We are currently designing a 42 H.P diesel engine for a remote piloted helicopter
  for potential military applications.

Patents and Licenses

Patents

We have patents on the Rand Cam Engine for Canada,
  Mexico and the United States to protect certain aspects of the Rand Cam engine.
  U.S. patent 5,429,084 was granted on July 4, 1995, to James McCann, Brian Cherry,
  Patrick Badgley and four other individuals for various improvements incorporated
  in the RC/DC Engine, This

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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. Additional patent applications
  are presently in process for the Winged Rotor, Multi-Piece Vanes and Cold Turbine.

Royalty Payments

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

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

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

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

Pursuant to our agreement with Weston, we agreed
  to pay to Weston 8.5% of net sales derived from the AVFS together with a minimum
  annual royalty of $24,000 per year beginning October 1, 1997, payable quarterly.
  This agreement was terminated February 4, 2002.

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

19

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engine's mechanism alone will provide the competitive
  edge necessary to result in a marketable and successful product is unknown at
  this time.

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

An extensive manufacturing study has not been
  performed to date and it could turn out that the costs to manufacture are prohibitive
  for one or more reasons. However, the computer modelling 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.

Material effects of Government

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

C.         ORGANIZATIONAL
  STRUCTURE

For a list of our significant subsidiaries, see Item 10
   Additional Information  Subsidiary Information.

D.         PROPERTY,
  PLANT AND EQUIPMENT

We own no properties. We currently utilize office
  space leased by Reg Technologies in a commercial business park building located
  in Richmond, British Columbia, Canada, a suburb of Vancouver. 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. Mr.
  Badgley, a director and Vice President, works out of an office in his home in
  Columbus, Indiana. From this office, Mr. Badgley oversees and controls development
  and testing of the engine and other prototypes. Mr. Badgley has also used the
  facilities of Coltec Industries which was under contract to design and build
  the compressor prototype.

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ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion should be read in conjunction
  with the Consolidated Financial Statements and Notes thereto included elsewhere
  herein. The Consolidated Financial Statements have been prepared in accordance
  with Canadian GAAP. See Note 12 to the consolidated financial statements for
  a reconciliation to U.S. GAAP. The following discussion is derived from the
  U.S. GAAP reconciliation.

A.         OPERATING
  RESULTS

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

As a development stage company, we devote most
  of our activities to establishing our business. Planned principal activities
  have not yet produced significant revenues and we have a working capital deficit.
  We have undergone mounting losses to date totaling $11,364,635 and further losses
  are expected until we complete a licensing agreement with a manufacturer and
  reseller. Our working capital deficit is $1,066,117. Our major assets are our
  tangible and intangible assets, being patents and intellectual property rights,
  totaling $227,438 which represents 90% of total assets. 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.

Fiscal 2002 compared to 2001

Results of operations was net income of $166,000
  ($0.01 per share) for 2002 as compared to a net loss of $1,632,000 ($0.10 per
  share) for 2001.

No revenues from the sale or licensing of any
  technology were realized in 2002 or 2001. We entered into license agreements
  with Advanced Ceramics Research, Inc. and Rotary Power Generation Incorporated.

In 2002, we recognized a gain of $423,000 as
  a result of its subsidiary issuing shares outside the consolidated group for
  cash proceeds of $423,000 which resulted in a deemed disposition of 5% of our
  ownership in the subsidiary. In 2001 there was a gain of $2,000 on proceeds
  of $3,000. In 2001 we realized a gain of $81,000 from the sale of the remaining
  shares of LinuxWizardry Systems Inc. and received cash proceeds of $89,000.
  In 2002 a loss of $30,000 was recognized due to the write-down of the AVFS rights
  and development costs as compared to $678,000 in 2001. Administrative expenses
  decreased by $308,000 to $349,000 in 2002 from $652,000 in 2002. This increase
  is a result of: investor relations activities being decreased by $280,000 to
  $122,000 in 2002 as compared to $402,000 in 2001; professional fees decreased
  by $14,000 to $55,000 in 2002 as compared to $69,000 in 2001; regulatory fees
  decreased by $11,000 to $19,000 in 2002 as compared to $30,000 in 2001 as result
  of redeployment of staff to other companies.

Research and development expenses decreased by
  $528,000 to a $30,000 recovery compared to $498,000 spent in 2001. The largest
  components of research and development are prototype development costs of $15,000
  compared to $121,000 spent in 2001 and technical consulting of $97,000 compared
  to $219,000. Technical consulting continued, with a reduction in pay, to consist
  of Patrick Badgley and Paul LaMarche. Accounts payable of $259,000 were written
  off during 2002. The majority of prototype developments are now being borne
  by the licensees and manufacturers.

The Company did not issue any common shares during the year.

21

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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
  subsidiary REGI U.S., Inc. We have also caused our 51% owned subsidiary, Rand
  Energy Group Inc. to sell shares it owned in REGI U.S., Inc.

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 it intends to continue utilizing these sources,
  there has been no assurance in the past that these sources and methods would
  continue to be available in the future.

In the event that no other sources of capital
  were available to us in the future, on a reasonable financial basis, it 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.

Fiscal 2002 compared to 2001

During the fiscal year ended April 30, 2002,
  we derived most of our development and operating capital primarily from the
  $216,719 in profits ($312,380 in proceeds) generated as a result of gains on
  the issuance of the subsidiarys own shares (compared to nil received in
  fiscal 2001). Proceeds from related companies rose to $854,731 in 2002 from
  $489,311 the previous year, an increase of $365,423.

During the year, we raised a further $75,000,
  pursuant to a private placement of 500,000 units at $0.15 per unit. These units
  were issued in October, 2002.Each unit consisted of one share and one warrant
  to acquire one additional share at $0.20 per share if exercised in year one
  after receipt of funds. These funds raised do not provide enough working capital
  to fund ongoing operations for the next twelve months. We may also raise additional
  funds through the exercise of warrants and stock options, if exercised. Warrants
  with respect to 500,000shares at $0.20 per share may be exercised to net $100,000
  and options with respect to 1,300,000 shares at prices between $0.40 and $0.52
  per share may be exercised to net $574,000, if exercised.

Our investment in research and development activities
  totaled $101,219 during the 2002 fiscal year, up 26% from the $650,575 spent
  during the 2001 fiscal year.

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

The basic research and development work on the
  RC/DC Engine and other products is being coordinated and funded by us 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 RC/DC Engine and
  other products. Development work on the air conditioning compressors completed
  by Coltec Industries an engineering firm in Columbus, Indiana under contract
  with us has been and is currently awaiting testing by Trans Air Manufacturing
  our potential customer for the Rand Cam Compressor for air conditioning units
  in buses.

During the last two fiscal years, we spent $165,145 on research
  and development.

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D.         TREND INFORMATION

See Item 4. - Information on the Company, - Part B., Business
  Overview

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.         DIRECTORS,
  SENIOR MANAGEMENT AND EMPLOYEES

As of April 30, 2002, 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, 2002.

|Name              | Position with Registrant                                                        | Term of Office                                    | Office Held Since
|----------------- | ------------------------------------------------------------------------------- | ------------------------------------------------- | -----------------
|John G. Robertson | President and Director                                                          | Annual Shareholders
      Meeting for fiscal 2002 | 1982             
|Jennifer Lorette  | Secretary and Vice 
      President of 
      Administration and
      Director | Annual Shareholders
      Meeting for fiscal 2002 | 2001             
|Patrick Badgley   | Director                                                                        | Annual Shareholders
      meeting for fiscal 2002 | 1993             
|Susanne Robertson | Director                                                                        | Annual Shareholders
      meeting for fiscal 2002 | 1984             

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

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

John G. Robertson, Richmond, B.C. Since
  October 1984, Mr. Robertson has been President and a Director of our Company.
  He is also the Chairman of the Board, founder and a director of LinuxWizardry
  Systems, Inc. since its inception. Mr. Robertson has been the Chairman, President
  and Chief Executive Officer of REGI U.S., Inc., an Oregon corporation traded
  on the OTC bulletin board, since July 1992, a U.S. public company engaged in
  the development of a rotary engine/compressor (Rand Cam Engine)
  and hydrogen separator technology. REGI U.S. is ultimately controlled by Reg
  Technologies Inc. Mr. Robertson has been the President and Principal Executive
  Officer and a Director of IAS Communications, Inc. since its formation in December
  1994, a U.S. public company which is developing and marketing proprietary antenna
  technology. Since June 1997 Mr. Robertson has been President, Principal Executive
  Officer and a Director of Information Highway.com, Inc., a Florida corporation
  traded on the OTC bulletin board, a U.S. public company engaged in the Internet
  services provider business. Mr. Robertson is also the President and founder
  of Teryl Resources Corp., a British Columbia company trading on the TSX Venture
  Exchange involved in mineral exploration. Since May 1977 Mr. Robertson has been
  President and a member of the Board of Directors of SMR Investments Ltd., a
  private British Columbia corporation engaged in management of public companies.
  Mr. Robertson is also the President and Director of the following private companies:
  JGR Petroleum, Inc., BlueCrow Internet Co. Ltd., 394754 B.C. Ltd., dba SOVO
  Computer Centre, Pavlik Travel Services Ltd., World Tel-Internet (Toronto) Ltd.,
  International Diamond Syndicate Ltd., Argon Investment Corporation, and Airstream
  Communications, Inc. Mr. Robertson is a citizen and resident of Canada.

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

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

Patrick Badgley, Columbus, IndianaMr.
  Badgley has been a director is the Company since 1993. Mr. Badgley was appointed
  Vice President, Research and Development of REGI U.S. in February 1994. He is
  directing and participating in the technical development of the Rand Cam compressor,
  gasoline engine and diesel engine. Between 1986 and 1994, Mr. Badgley was the
  Director of Research and Development at Adiabatics, Inc., in Columbus, Indiana,
  where he directly oversaw several government and privately sponsored research
  programs involving engines. He was the Program Manager for the Gas Research
  Institute project for emissions reduction of two-stoke cycle natural gas engines.
  He was also Program Manger for several coal fuel diesel engine programs for
  the Department of Energy and for uncooled engine programs for a Wankel engine
  for NASA and for a piston type diesel engine for the U.S. Army. Mr. Badgley's
  work has covered all phases of research, design, development and manufacturing,
  from research on ultra-high speed solenoids and fuel sprays, to new product
  conceptualization and production implementation of fuel pumps and fuel injectors.
  Mr. Badgley received his Bachelor of Science degree in Mechanical Engineering
  from Ohio State University. Since February 1995 Mr. Badgley has also been a
  director and officer of IAS Communications Inc. He is also a director of Adiabatics
  Inc., and Advanced Engine Concepts. Mr. Badgley is a citizen and resident of
  the United States.

B.         COMPENSATION

For the fiscal year ended April 30, 2002 we and
  our subsidiary paid $217,499 in compensation to directors and officers as a
  group. Total compensation paid to all employees was $282,193.

During the year ended April 30, 2002, the aggregate
  cash compensation (including salaries, fees, directors' fees, commissions, bonuses
  paid for services rendered, and any compensation other than bonuses earned during
  the fiscal year, the payment of which was deferred) paid to such executive officers
  as a group by us and our subsidiaries for services rendered was C$18,000 and
  US$46,250.

Under a three-year Management Agreement entered
  into on May 1, 1996 between us and SMR Investments Ltd. (SMR), and
  approved by the TSX Venture Exchange, SMR, a company owned by Susanne M. Robertson,
  a director of the Company and wife of John G. Robertson, receives $2,500 per
  month for management services provided to us. This contract is renewable annually
  after the initial term ended May 1, 1999. During fiscal 2002 SMR was paid an
  additional $1,500 per month for secretarial services.

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

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During fiscal 2002, US$30,000 and US$10,500 was
  paid to Access Information Systems, Inc., which is owned and controlled by the
  Robertson Family Trust, the beneficiary of which is Kelly Robertson, daughter
  of John G. Robertson. Mr. Robertson is one of three trustees of the Robertson
  Family Trust, which acts by the majority vote of the three trustees, for project
  management services and secretarial services, respectively.

US$50,440 was paid during the year by REGI U.S.
  Inc., our US subsidiary, to Patrick Badgley for research and development services
  related to the Rand Cam Engine.

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, 2002 to provide pension, retirement or similar
  benefits for our officers or directors.

During the fiscal year ended April 30, 2002,
  we did not grant any long-term incentive plans awards to any of our executive
  officers, directors or employees.

Additional detailed information regarding compensation
  shall be included in the Information Circular for our 2002 annual general meeting,
  which is anticipated to be held on or about January 6, 2003.

During the fiscal year ended April 30, 2002 no
  additional stock options were granted pursuant to stock option plans.

Total options currently exercisable at the date
  of this 20-F are 1,325,000. Of the total amount, 850,000 are exercisable at
  $0.10 per share expiring October 11, 2005, and 475,000 are exercisable at $0.10
  per share on April 1, 2004. All options were repriced to $0.10 on September
  23, 2002.

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

|NAME OF
      OPTIONEE | NUMBER OF OPTIONS | EXERCISE PRICE | EXPIRY DATE
|---------------------- | ----------------- | -------------- | -----------
|John G. Robertson      | 750,000           | $0.10          | 11-24-03   
|Jennifer Lorette       | 50,000            | $0.10          | 04-01-04   
|Susanne Robertson      | 250,000           | $0.10          | 04-01-04   
|Patrick Badgley        | 100,000           | $0.10          | 04-01-04   
|TOTAL HELD AS A GROUP: | 1,150,000         |                |            

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

|NAME OF OPTIONEE | NUMBER OF OPTIONS | EXERCISE PRICE | EXPIRY DATE
|---------------- | ----------------- | -------------- | -----------
|Suzanne Foster   | 25,000            | $0.10          | 11/10/05   
|Gordon Friesen   | 75,000            | $0.10          | 11/10/05   
|Paul LaMarche    | 50,000            | $0.10          | 04/01/04   
|TOTAL:           | 150,000           |                |            

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C.         BOARD PRACTICES

Under section 187 of the Company Act,R.S.B.C.
  1996, c. 62, the directors of a reporting company, from among their number,
  must elect at their first meeting following each annual general meeting a committee,
  to be known as the audit committee, composed of not fewer than 3 directors,
  of whom a majority must not be officers or employees of the company or an affiliate
  of the company, to hold office until the next annual general meeting. Our Board
  of Directors established an Audit Committee which members consist of John Robertson,
  Patrick Badgley, and Susanne Robertson. It is intended that following the completion
  of the annual general meeting of shareholders scheduled to be held on January
  6, 2003, that, providing the directors nominated are elected by the shareholders,
  the directors will appoint John Robertson, Patrick Badgley, and Susanne Robertson
  as members of the Audit Committee.

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

D.         EMPLOYEES

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

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

As of April 30, 2002, we employed one full-time
  contractor and three part-time employees/contractors. Many of our legal, accounting,
  marketing and administrative functions are contracted out to consultants.

E.         SHARE OWNERSHIP

The following table sets forth the ownership
  of our common shares by our Directors and Officers as at September 30, 2002:

|Shareholder           | Number of shares issued and 
      outstanding | Percentage ownership (1)
|--------------------- | ---------------------------------------------- | ------------------------
|John G. Robertson (2) | 1,861,569                                      | 10.90%                  
|Jennifer Lorette (3)  | 58,400                                         | *                       
|Susanne Robertson (4) | 1,652,946                                      | 9.68%                   
|Patrick Badgley(5)    | 100,000                                        | *                       
|                      |                                                |                         

|(1) |  | as at September
        30, 2002, there were 17,078,371 issued and outstanding common shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) |  | Includes 479,400 shares
        registered in the name of and beneficially owned by Access Information
        Services, Inc., a Washington corporation which is owned and controlled
        by the Robertson Family Trust, the beneficiary of which is Kelly Robertson,
        daughter of John G. Robertson. Mr. Robertson is one of three trustees
        of the Robertson Family Trust, which acts by the majority vote of the
        three trustees. Mr. Robertson disclaims beneficial ownership of the shares
        owned or controlled by the Robertson Family Trust. It also includes 750,000
        stock options which are currently exercisable but not in the money.
|(3) |  | Includes 50,000
        stock options which are currently exercisable but not in the money.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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|(4) |  | SMR Investments
        Ltd., a company wholly-owned by Susanne Robertson, is the beneficial owner
        of 1,055,471 common shares representing 11.84% of our outstanding common
        shares.This amount also includes 250,000 stock options which are currently
        exercisable but not in the money.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(5) |  | Includes 100,000 stock options which
      are currently exercisable but not in the money.                                                                                                                                                                                                                      

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

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

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.         Major Shareholders.

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

As of September 30, 2002, 17,078,371 Common Shares
  were outstanding. At such date, and to the knowledge of our directors and senior
  officers, no person beneficially owned shares carrying more than 10% of the
  voting rights attached to all our shares.

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

B.         Related Party
  Transactions.

Under a three-year Management Agreement entered
  into on May 1, 1996 between us and SMR Investments Ltd., and approved by the
  TSX Venture Exchange, SMR, a company owned by Susanne M. Robertson, one of our
  directors and wife of John G. Robertson, receives $2,5OO 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 2002, 2001 and 2000, and rent of $6,000in
  each of fiscal years 2002, 2001 and 2000. SMR is a private company owned by
  Susanne M. Robertson, one of our directors and the wife of John G. Robertson.

We paid a director's fee of $12,000 to John G.
  Robertson, our President, during each of fiscal years 2002, 2001 and 2000.

We had related party advances outstanding of
  $854,734 at the April 2002 year-end, compared to $489,311 at the end of our
  previous fiscal year. These were unsecured, non-interest bearing and with no
  fixed terms of repayment.

During fiscal 1993, for an investment of $25,000,
  we acquired 100,000 shares Flame Petro-Minerals Corp., now called LinuxWizardry
  Systems, Inc., which currently trades on the OTC Bulletin Board. At the time
  it was a resource development company controlled by John G. Robertson. During
  the 2000 fiscal year we sold 70,200 shares for proceeds of $308,428 resulting
  in a monetary gain of $288,115. During the 2001 fiscal year, we sold 29,800
  shares of an affiliated publicly listed company for proceeds of $89,129 resulting
  in a gain of $80,506.

During the fiscal year ended April 30, 2002 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.

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At no time during the fiscal year ended April
  30, 2002 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.

C.         Interests
  of Experts and Counsel.

Not applicable.

ITEM 8. FINANCIAL INFORMATION

A.         Consolidated
  Statements and Other Financial Information

See Auditors Report and pages F-1 to F-14 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

None.

ITEM 9. THE OFFER AND LISTING

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

Our shares have traded on the Vancouver Stock
  Exchange (the "VSE") its successor, the Canadian Venture Exchange, and its successor
  the TSX Venture Exchange (the principal non-United States trading market) since
  August, 1983. In addition, there has been a U.S. market in our shares on the
  NQB "Pink Sheets" for the past several years and more recently, on the OTC Bulletin
  Board. We are not specifically aware of prices and other trading details for
  any shares which have or may have traded on the "Pink Sheets" or the OTC Bulletin
  Board. The ranges of the low and high sales prices for our shares traded on
  the VSE/CDNX/TSX during the last two fiscal years ended April 30 were as follows:

|     |                   | Period   |  | High |  | Low  |  | Close | 
|---- | ----------------- | -------- |  | ---- |  | ---- |  | ----- | 
|2001 |                   |          |  |      |  |      |  |       | 
|     | 1st Quarter ended | 7/31/00  |  | 0.80 |  | 0.47 |  | 0.50  | 
|     | 2nd Quarter ended | 10/31/00 |  | 0.75 |  | 0.41 |  | 0.50  | 
|     | 3rd Quarter ended | 1/31/01  |  | 0.76 |  | 0.30 |  | 0.31  | 
|     | 4th Quarter ended | 4/30/01  |  | 0.38 |  | 0.15 |  | 0.28  | 
|     |                   |          |  |      |  |      |  |       | 
|2002 |                   |          |  |      |  |      |  |       | 
|     | 1st Quarter ended | 7/31/01  |  | 0.25 |  | 0.17 |  | 0.17  | 
|     | 2nd Quarter ended | 10/31/01 |  | 0.30 |  | 0.14 |  | 0.19  | 
|     | 3rd Quarter ended | 1/31/02  |  | 0.25 |  | 0.13 |  | 0.13  | 
|     | 4th Quarter ended | 4/30/02  |  | 0.16 |  | 0.10 |  | 0.11  | 

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

|Month               | High Closing
        Price | Low Closing
        Price
|------------------- | -------------------------- | -------------------------
|2002, to October 17 | $0.09                      | $0.06                    
|2002, September     | $0.12                      | $0.07                    
|2002, August        | $0.10                      | $0.07                    
|2002, July          | $0.08                      | $0.07                    
|2002, June          | $0.13                      | $0.08                    
|2002, May           | $0.11                      | $0.11                    
|2002, April         | $0.14                      | $0.10                    

ITEM 10. ADDITIONAL INFORMATION

A.         Share Capital

Not applicable.

B.         Memorandum
  and Articles of Association

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

C.         Material Contracts

We did not enter into any material contracts which were not made
  in the ordinary course of business.

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.

29

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E.         Taxation.

Withholding

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

Capital Gains

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

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

F.         Dividends
  and Paying Agents

Not applicable.

G.         Statement
  by Experts.

Not applicable.

H.         Documents
  on Display.

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

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

30

---

Room by calling the Securities and Exchange Commission
  at 1-800-SEC-0330 or by contacting the Securities and Exchange Commission over
  the Internet at its website at http://www.sec.gov.

I.         Subsidiary
  Information.

REGI U.S., Inc. ("REGI U.S.") is a 52.5% owned
  U.S. subsidiary of Rand Energy Group Inc. which is in turn controlled through
  51% ownership by us. REGI trades its shares on the OTC BB under the symbol RGUS.
  Refer to Exhibit 3 outlining our subsidiary structure.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
  RISK

In June 1998, the Financial Accounting Standards
  Board issued SFAS No. 133. "Accounting For Derivative Instruments and Hedging
  Activities." This statement establishes accounting and reporting standards for
  derivative instruments, including certain derivative instruments embedded in
  other contracts, and for hedging activities. SFAS No. 133 was effective for
  our fiscal year beginning May 1, 2000. Because we are not involved in any activities
  covered by SFAS No. 133, the adoption of SFAS No. 133 is not expected to have
  a material effect on our financial position or results of operations.

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. [RESERVED]

ITEM 16. [RESERVED]

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.

31

---



Our consolidated financial statements are stated
  in Canadian Dollars (CDN$) and are prepared in accordance with Canadian Generally
  Accepted Accounting Principles (GAAP). See Note 12 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 Manning, Elliott, our auditor,
  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:

Index to Consolidated Financial Statements
  Independent Auditors Report
  Consolidated Balance Sheets
  Consolidated Statements of Loss and Deficit
  Consolidated Statements of Cash Flows
  Notes to the Consolidated Financial Statements

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

Exhibits filed herewith

> Material contracts not made in the ordinary
>       course of business.
>     Agreement between Radian, Inc., Reg Technologies
>         Inc., REGI U.S., Inc. and Rand Energy Group Inc. made as of April 24,
>         2002
>         Agreement between REGI and Advanced Ceramics Research dated March 20,
>         2002

(c)     Listing of parents
  and subsidiaries

> Other Exhibits
>     99.1 Certification of John Robertson,
>         Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted
>         pursuant to Section 906 of Sarbanes - Oxley Act of 2002
>         99.2 Certification of Sue Robertson, Chief Financial Officer, pursuant
>         to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes
>         - Oxley Act of 2002

32

---




Reg Technologies Inc.

Consolidated Financial Statements

For the Years Ended

April 30, 2002 and 2001

---



Auditors Report

To the Shareholders of
  Reg Technologies Inc.



We have audited the consolidated balance sheets
  of Reg Technologies Inc. as at April 30, 2002 and 2001, and the consolidated
  statements of loss and deficit and cash flows for the years then ended. These
  financial statements are the responsibility of the Companys management.
  Our responsibility is to express an opinion on these financial statements based
  on our audits.

We conducted our audits in accordance with generally
  accepted auditing standards used in Canada. 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, 2002 and 2001, and the results of its operations
  and the changes in its cash flows for the years then ended, in accordance with
  generally accepted accounting principles used in Canada. As required by The
  British Columbia Company Act we report that, in our opinion, these principles
  have been applied on a basis consistent with that of the preceding year.



CHARTERED ACCOUNTANTS

Vancouver, B.C.

September 13, 2002

Comments by Auditors forU.S. Readers on Canada - U.S. Reporting Conflict



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

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 significant uncertainties
  and contingencies such as those referred to in Note 2 to these financial statements.
  Our report to the shareholders dated September 13, 2002 is expressed in accordance
  with Canadian reporting standards which do not permit a reference to such uncertainties
  in the auditors report when the uncertainties are adequately disclosed
  in the financial statements.

CHARTERED ACCOUNTANTS

Vancouver, B.C.

September 13, 2002

---

Reg Technologies Inc.

Consolidated Balance Sheets

As at April 30, 2002 and 2001

|                                                   | 2002       |   | 2001       |  
|-------------------------------------------------- | ---------- | - | ---------- | -
|                                                   | $          |   | $          |  
|Assets                                             |            |   |            |  
|Current Assets                                     |            |   |            |  
|Accounts receivable                                | 25,926     |   | 1,446      |  
|Prepaid expense                                    |           |   | 119        |  
|                                                   |            |   |            |  
|                                                   | 25,926     |   | 1,565      |  
|Property, Plant and Equipment [Note 4]             | 773,713    |   | 848,484    |  
|Development Costs [Schedule]                       | 8,676,237  |   | 8,590,313  |  
|                                                   | 9,475,876  |   | 9,440,362  |  
|                                                   |            |   |            |  
|Liabilities                                        |            |   |            |  
|Current Liabilities                                |            |   |            |  
|Cheques issued in excess of funds on
      deposit | 11,417     |   | 20,422     |  
|Accounts payable and accruals                      | 225,893    |   | 727,662    |  
|Due to related companies [Note 9]                  | 854,734    |   | 489,311    |  
|                                                   | 1,092,044  |   | 1,237,395  |  
|Non-controlling Interest [Note 7]                  | 2,702,347  |   | 2,412,717  |  
|Subscriptions for Shares of Subsidiary             |           |   | 110,635    |  
|                                                   | 3,794,391  |   | 3,760,747  |  
|                                                   |            |   |            |  
|Shareholders Equity                               |            |   |            |  
|Capital Stock [Note 5]                             | 10,467,921 |   | 10,392,920 |  
|Accumulated Foreign Exchange Gain [Note 3]         | 554,093    |   | 497,151    |  
|Deficit                                            | (5,340,529 | ) | (5,210,456 | )
|                                                   | 5,681,485  |   | 5,679,615  |  
|                                                   | 9,475,876  |   | 9,440,362  |  
|                                                   |            |   |            |  
|Contingency [Note 2]                               |            |   |            |  

|                      |                             |                           
|--------------------- | --------------------------- | --------------------------
|Approved by the Board | /s/ John G. Robertson       | /s/ Jennifer Lorette      
|                      |                             |                           
|                      | John G. Robertson, Director | Jennifer Lorette, Director

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

---

Reg Technologies Inc.

Consolidated Statements of Operations and Deficit

For the Years Ended April 30, 2002 and 2001

|                                                               | 2002       |   | 2001       |  
|-------------------------------------------------------------- | ---------- | - | ---------- | -
|                                                               | $          |   | $          |  
|Administrative Expenses                                        |            |   |            |  
|Amortization - property, plant and equipment                   | 3,379      |   | 2,918      |  
|-
      goodwill [Note 4]                                      | 25,175     |   | 25,175     |  
|Bank charges and interest                                      | 4,187      |   | 6,685      |  
|Foreign exchange                                               | (36,808    | ) | 13,146     |  
|Investor relations - advertising                               | 13,215     |   | 60,936     |  
|Investor relations - consulting                                | 105,526    |   | 313,665    |  
|Management and directors fees                                  | 42,000     |   | 42,000     |  
|Mineral property maintenance expenses                          | 5,292      |   | 12,083     |  
|Office, printing and couriers                                  | 34,660     |   | 22,348     |  
|Professional fees                                              | 55,414     |   | 69,456     |  
|Regulatory fees                                                | 19,263     |   | 30,344     |  
|Rent                                                           | 23,549     |   | 16,838     |  
|Royalties                                                      |           |   | 4,565      |  
|Secretarial wages and benefits                                 | 37,486     |   | 32,662     |  
|Telephone                                                      | 28,376     |   | 5,513      |  
|Travel and promotion                                           | 6,955      |   | 638        |  
|Less interest income                                           | (128       | ) | (568       | )
|Net Loss Before Other Items                                    | (367,541   | ) | (658,404   | )
|Other Items                                                    |            |   |            |  
|Write-off of intellectual property and
      development costs | (30,472    | ) | (678,562   | )
|Gain on payables written-off                                   | 42,115     |   | 35,380     |  
|Gain on sale of marketable securities
      [Note 9[c]]        |           |   | 80,506     |  
|Gain on sale of subsidiaries shares                            | 13,588     |   | 32,907     |  
|Gain on issue by subsidiary of its own
      shares            |            |   |            |  
|outside the consolidated
      group [Note 7[a]]               | 216,719    |   | 2,283      |  
|Non-controlling interest adjustment [Note
      7[b]]          | (4,482     | ) | 732,624    |  
|Net Loss for the Year                                          | (130,073   | ) | (453,266   | )
|Deficit - Beginning of Year                                    | (5,210,456 | ) | (4,757,190 | )
|Deficit - End of Year                                          | (5,340,529 | ) | (5,210,456 | )
|                                                               |            |   |            |  
|                                                               |            |   |            |  
|Earnings (Loss) per Share - weighted average basis             | (.01       | ) | (.03       | )
|                                                               |            |   |            |  
|                                                               |            |   |            |  
|Weighted average number of shares outstanding                  | 16,870,000 |   | 16,245,000 |  
|                                                               |            |   |            |  

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

---

Reg Technologies Inc.

Consolidated Statements of Cash Flows

For the Years Ended April 30, 2002 and 2001

|                                                                 | 2002     |   | 2001     |  
|---------------------------------------------------------------- | -------- | - | -------- | -
|                                                                 | $        |   | $        |  
|Operating Activities                                             |          |   |          |  
|Net loss for the year                                            | (130,073 | ) | (453,266 | )
|Items not involving cash                                         |          |   |          |  
|Services paid by issuing
      shares of subsidiary              |         |   | 83,132   |  
|Amortization                                                     | 28,554   |   | 28,093   |  
|Non-controlling interest                                         | 4,482    |   | (732,624 | )
|Gain on issue by subsidiary
      of its own shares              | (216,719 | ) | (2,283   | )
|Gain on payables written-off                                     | (42,115  | ) | (35,380  | )
|Gain on sale of marketable
      securities                      |         |   | (80,506  | )
|Gain on sale of subsidiaries
      shares                        | (13,588  | ) | (32,907  | )
|Write-off of intellectual
      property and developmental costs | 30,472   |   | 678,562  |  
|                                                                 | (338,987 | ) | (547,179 | )
|Change in non-cash working capital items                         |          |   |          |  
|Accounts receivable                                              | (24,480  | ) | 2,376    |  
|Accounts payable and
      accruals                              | (501,769 | ) | 325,436  |  
|Prepaid expenses                                                 | 119      |   | (119     | )
|Cash to Operating Activities                                     | (865,117 | ) | (219,486 | )
|Financing Activities                                             |          |   |          |  
|Shares issued for cash                                           | 75,000   |   | 250,000  |  
|Proceeds from related companies                                  | 365,423  |   | 357,453  |  
|Proceeds on subsidiarys shares
      issued                     | 312,380  |   |         |  
|Proceeds on sale of marketable securities                        | 92,439   |   | 89,129   |  
|Subscriptions received                                           |         |   | 110,635  |  
|Redemption of convertible debentures                             |         |   | (74,000  | )
|                                                                 | 845,242  |   | 733,217  |  
|Investing Activities                                             |          |   |          |  
|Development costs - net of amortization                          | (101,219 | ) | (630,446 | )
|Acquisition of computers and office equipment                    |         |   | (309     | )
|Patent protection costs                                          | (3,585   | ) | (47,696  | )
|                                                                 | (104,804 | ) | (678,451 | )
|Translation Adjustments                                          | 133,684  |   | (10,415  | )
|Increase (Decrease) in Cash During the Year                      | 9,005    |   | (175,135 | )
|                                                                 |          |   |          |  
|Cash (Deficiency) - Beginning of Year                            | (20,422  | ) | 154,713  |  
|Cash (Deficiency) - End of Year                                  | (11,417  | ) | (20,422  | )
|                                                                 |          |   |          |  
|                                                                 |          |   |          |  
|Non-Cash Financing Activities                                    |         |   |         |  
|                                                                 |          |   |          |  

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

---

Reg Technologies Inc.

Consolidated Schedule of Deferred Development Costs

To April 30, 2002

|                                                  | April 30,
      2001
      Cumulative |   | Incurred
      during the
      year |          | April 30,
      2002
      Cumulative | 
|------------------------------------------------- | ------------------------------------- | - | ------------------------------------ | -------- | ------------------------------------- | 
|                                                  |                                       |   |                                     
|                                                  |                                       |   |                                     
|                                                  | $                                     |   |                                      | $        |                                       | 
|Amortization of patents and intellectual property | 437,847                               |   |                                      | 45,861   |                                       | 
|Consulting                                        | 1,087,148                             |   |                                      | 111,830  |                                       | 
|Management                                        | 524,150                               |   |                                      | 55,030   |                                       | 
|Market development                                | 381,560                               |   |                                      | 3,413    |                                       | 
|Overhead                                          | 337,931                               |   |                                      | 47,444   |                                       | 
|Professional fees                                 | 234,100                               |   |                                      | 2,358    |                                       | 
|Prototype design and construction                 | 4,529,900                             |   |                                      | 58,460   |                                       | 
|Reports                                           | 77,169                                |   |                                      | 4,225    |                                       | 
|Salaries                                          | 621,192                               |   |                                      | 6,153    |                                       | 
|Travel and promotion                              | 480,746                               |   |                                      | 10,177   |                                       | 
|                                                  | 8,711,743                             |   |                                      | 344,951  |                                       | 
|Less: Government assistance                       | (121,430                              | ) |                                      |         |                                       | 
|Payables written-off                              |                                      |   |                                      | (259,027 | )                                     | 
|                                                  | 8,590,313                             |   |                                      | 85,924   |                                       | 
|                                                  |                                       |   |                                      |          |                                       | 

Note:

Included in development costs capitalized during
  the year is a non-cash adjustment for the increase in foreign exchange in translating
  the Companys US subsidiarys balances into Canadian dollars at the
  year-end rate. Cash expenditures incurred during the year, not including amortization,
  amounted to $101,219.

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

---

Reg Technologies Inc.

Notes to the Consolidated Financial Statements

For the Years Ended April 30, 2002 and 2001

|1 | . | Consolidated
        Financial Statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|- | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  |   | These
        consolidated financial statements include the accounts of the Company
        and its 51% owned subsidiary, Rand Energy Group Inc., which owns a 45%
        interest in REGI US, Inc., a U.S. public company listed on the OTC Bulletin
        Board in the United States. REGI US, Inc. continues to be considered a
        controlled subsidiary for consolidation purposes by way of control through
        other affiliated companies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  |  
|  |  
|  |  
|  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2 | . | Nature of Operations and Continuance
      of Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  |   | The
        Company is in the business of developing and commercially exploiting an
        improved axial vane type rotary engine known as the Rand Cam/Direct
        Charge Engine and other RandCam applications, such as compressors
        and pumps (the RC/DC Engine). The world-wide marketing and
        intellectual rights, other than the U.S., are held by Rand Energy Group
        Inc. which controls REGI US, Inc. 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 the companies each fund 50% of
        the further development of The RC/DC Engine and its related industrial
        applications.                                                                                                                                                                                               
|  |  
|  |  
|  |  
|  |  
|  |  
|  |  
|  |   | These
        financial statements have been prepared on the basis of a going concern,
        which contemplates the crealization of assets and the satisfaction of
        liabilities in the normal course of business. The Company has not generated
        any revenues from the sale or licensing of The RC/DC Engine or related
        applications or achieved operational profitability since inception. The
        Companys activities are in the development stage and additiona costs
        for the further advancement and application diversification of The RC/DC
        Engine and related applications must be incurred. There is risk as to
        the Companys ability to generate revenues and to continue as a going
        concern. The continuation of the Company as a going concern is dependent
        on its ability to obtain financing and/or the attainment of revenues and
        profitable operations.
|  |  
|  |  
|  |  
|  |  
|  |  
|  |  
|  |  
|  |   | The
        Company also owns a 51% interest in Rand Energy Group, which owns 5,053,000
        shares of REGI U.S. Inc., a U.S. company trading on the OTC Bulletin Board,
        which shares had a value of approximately US$500,000 as of September 13,
        2002. The Company can sell up to 113,000 shares of REGI US, Inc., being
        1% of the issued shares, during any 90 day period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  |  
|  |  
|  |  
|  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3 | . | Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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|  |   | [b]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

---

Reg Technologies Inc.

Notes to the Consolidated Financial Statements

For the Years Ended April 30, 2002 and 2001

|3 | . |     | Significant
        Accounting Policies (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|- | - | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |   |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  |   | [c] | Property, plant and equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  |   |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  |   |     | Costs
        to register and protect patents are capitalized. Coststo acquire intellectual
        property such astechnological rights and design drawings are capitalized.
        Costs of patents and intellectual property arebeing amortized to development
        costs on a straight-line basis over 20 years or written-off should TheRC/DC
        Engine and/or AVFS be determined by management not to be commercially
        viable.                                                                                     
|  |   |    
|  |   |    
|  |   |    
|  |   |    
|  |   |     | Computer equipment is amortized over 3 years on
      a straight-line basis.                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  |   |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  |   | [d] | Accounting basis                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  |   |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  |   |     | These
        financial statements are prepared using Canadian generally accepted accounting
        principles. See Note 12 regarding adjustments from Canadian generally
        accepted accounting principles to U.S. generally accepted accounting principles.                                                                                                                                                                                                                                                                      
|  |   |    
|  |   |    
|  |   |    
|  |   | [e] | Foreign currency translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  |   |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  |   |     | [i]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  |   |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  |   |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  |   |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  |   |     | [ii]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  |   |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  |   |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  |   |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  |   |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  |   |     | .                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  |   | [f] | Use of estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  |   |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  |   |     | The
        preparation of financial statements in conformity withCanadian generally
        accepted accounting principles requires management to make estimates and
        assumptions that affect the reported amounts of assets, particularly the
        recoverability of capital assets and goodwill, and recording of liabilities
        at the date of the financial statements and the reported amounts of revenues
        and expenses during the reporting period. Actual results could differ
        from the estimates.
|  |   |    
|  |   |    
|  |   |    
|  |   |    

---

Reg Technologies Inc.

Notes to the Consolidated Financial Statements

For the Years Ended April 30, 2002 and 2001

|4 | . | Property,
        Plant and Equipment                                                                                             
|- | - | ----------------------------------------------------------------------------------------------------------------------------------
|  |   |                                                                                                                                   
|  |   | Property,
        plant and equipment include tangible and intangible assets stated at cost
        less accumulated amortization.
|  |  

|                                      |           |              | 2002     | 2001    
|------------------------------------- | --------- | ------------ | -------- | --------
|                                      |           | Accumulated  | Carrying | Carrying
|                                      | Cost      | Amortization | Value    | Value   
|                                      | $         | $            | $        | $       
|Tangible                              |           |              |          |         
|Computer equipment                    | 98,125    | 97,084       | 1,041    | 4,342   
|Intangible                            |           |              |          |         
|Goodwill                              | 503,494   | 218,181      | 285,313  | 310,488 
|RC/DC Engine rights and related       |           |              |          |         
|patent protection costs               | 810,422   | 323,064      | 487,358  | 512,644 
|AVFS rights and related               |           |              |          |         
|patent protection costs               |          |             |         | 9,109   
|Mineral resource properties           | 1         |             | 1        | 1       
|Hydrogen separator technology and     |           |              |          |         
|related patent protection
      costs |          |             |         | 11,900  
|                                      | 1,313,917 | 541,245      | 772,672  | 844,142 
|                                      | 1,412,042 | 638,329      | 773,713  | 848,484 
|                                     

|5 | . | Capital
        Stock
|- | - | ---------------------
|  |   |                      
|  |   | Authorized:          
|  |   |                      
|  |   | 30,000,000           
|  |   |                      
|  |   | 10,000,000           
|  |   |                      
|  |   |                      
|  |   | 5,000,000            

| |                                        |            |  | Value     
| | -------------------------------------- | ---------- |  | ----------
| | Common shares issued:                  | #          |  | $         
| |                                        |            |  |           
| | April 30, 2000                         | 16,078,371 |  | 10,142,921
| |                                        |            |  |           
| | Issued
      during the year for cash: |            |  |           
| | Private
      placement                | 500,000    |  | 250,000   
| |                                        |            |  |           
| | April 30, 2001                         | 16,578,371 |  | 10,392,921
| | Issued
      during the year for cash: |            |  |           
| | Private
      placement                | 500,000    |  | 75,000    
| |                                        |            |  |           
| | April 30, 2002                         | 17,078,371 |  | 10,467,921
| |                                        |            |  |           

|[a] | Escrowed shares                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                
|    | 93,750 shares
        are held in escrow, the release of which is subject to the direction and
        determination of regulatory authorities.
|   

---

Reg Technologies Inc.

Notes to the Consolidated Financial Statements

For the Years Ended April 30, 2002 and 2001

|5 | . | Capital Stock
        (continued)
|- | - | ---------------------------------
|  |   |                                  
|  |   | [b]                              

|April 30, |  |       |         |  |           |   | April 30, |  |                 
|--------- |  | ----- | ------- |  | --------- | - | --------- |  | ----------------
|2001      |  | Price | Granted |  | Cancelled |   | 2002      |  |                 
|#         |  | $     | #       |  | #         |   | #         |  | Expiry Date     
|          |  |       |         |  |           |   |           |  |                 
|535,000   |  | 0.52  |        |  | (85,000   | ) | 450,000   |  | April 1, 2004   
|850,000   |  | 0.40  |        |  |          |   | 850,000   |  | October 11, 2005
|          |  |       |         |  |           |   |           |  |                 
|1,385,000 |  |       |        |  | (85,000   | ) | 1,300,000 |  |                 

|[c] | Private placements
|--- | ------------------
|    |                   
|    | [i]               
|   
|   
|   
|    |                   
|    | [ii]              
|   
|   

6.   Capital Stock Activity of REGI
  US, Inc.

|                                      |            |  | Value     | 
|------------------------------------- | ---------- |  | --------- | 
|Common shares issued:                 | #          |  | US$       | 
|                                      |            |  |           | 
|April 30, 2000                        | 10,217,735 |  | 4,510,249 | 
|Shares issued for cash pursuant to    |            |  |           | 
|Warrants exercised                    | 4,000      |  | 2,000     | 
|Shares subscribed for                 |           |  | 72,000    | 
|April 30, 2001                        | 10,221,735 |  | 4,584,249 | 
|Shares issued for cash pursuant to    |            |  |           | 
|Completion of private
      placement | 1,066,200  |  | 194,550   | 
|April 30, 2002                        | 11,287,935 |  | 4,778,799 | 
|                                      |            |  |           | 

|[a] | 5,053,000
        shares, having an approximate undiscounted fair market value as at September
        13, 2002 of US$500,000, are owned by Rand Energy Group Inc. The Company
        owns 51% of Rand Energy Group Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|[b] | A
        total of 1,485,000 shares are reserved for the exercise of stock options,
        exercisable at a weighted average price of US$0.60. On May 10, 2002 1,000,000
        of the options were repriced at US$0.20 per share and certain options
        were amended to increase the original options granted from 150,000 to
        300,000 and reduce the option price to US$0.20 per share. Also on May
        10, 2002 160,000 options were granted to employees at US$0.20 per share
        expiring May 10, 2007 and 200,000 options were granted to a consultant
        for investor relations at US$0.20 per share expiring May 10, 2007.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|[c] | A total of
        830,767 shares are reserved for the exercise of warrants at US$0.50 per
        share (extended) and 1,066,200 shares are reserved for the exercise of
        warrants at US$0.30 per share.                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

---

Reg Technologies Inc.

Notes to the Consolidated Financial Statements

For the Years Ended April 30, 2002 and 2001

|7 | . | Non-Monetary
        Transactions
|- | - | ---------------------------------
|  |   |                                  
|  |   | [a]                              
|  |   |                                  
|  |   |                                  
|  |   |                                  
|  |   |                                  

| |  |     |                                                                                | 2002      |   | 2001      |  
| |  | --- | ------------------------------------------------------------------------------ | --------- | - | --------- | -
| |  |     |                                                                                | $         |   | $         |  
| |  |     | Cash proceeds on issuance of shares                                            | 423,015   |   | 3,094     |  
| |  |     | Less net book value of interest deemed sold                                    | (206,296  | ) | (811      | )
| |  |     | Monetary Gain                                                                  | 216,719   |   | 2,283     |  
| |  |     |                                                                                |           |   |           |  
| |  |     |                                                                                |           |   |           |  
| |  | [b] | Non-controlling interest                                                       |           |   |           |  
| |  |     |                                                                                | 2002      |   | 2001      |  
| |  |     |                                                                                | $         |   | $         |  
| |  |     |                                                                                |           |   |           |  
| |  |     | Non-controlling interest - beginning of year                                   | 2,412,717 |   | 3,094,305 |  
| |  |     | Non-controlling interest - end of year                                         | 2,702,347 |   | 2,412,717 |  
| |  |     | Increase (Decrease)
        in non-controlling interest                        | 289,630   |   | (681,588  | )
| |  |     |                                                                                |           |   |           |  
| |  |     |                                                                                |           |   |           |  
| |  |     | Components of the increase (decrease) in non-controlling
      interest:       |           |   |           |  
| |  |     | [i]  non-controlling
      interest in subsidiaries net results of operations | 4,482     |   | (732,624  | )
| |  |     | [ii]  net book value
      of REGI US, Inc. deemed sold [Note 7[a]]            | 206,296   |   | 811       |  
| |  |     | [iii]  net book value of
      REGI US, Inc. shares sold to settle debt        | 78,852    |   | 50,225    |  
| |  |     |                                                                                | 289,630   |   | (681,588  | )
| |  |     |                                                                                |           |   |           |  

8.  Losses and Deductions for Tax Purposes

> The Company and Rand Energy Group Inc. have
>     combined Canadian income tax losses of approximately $2,944,000 which are
>     available to reduce Canadian taxable income of future years. The losses expire
>     as follows:

|     | $       |      | $      
|---- | ------- | ---- | -------
|2003 | 987,000 | 2007 | 229,000
|2004 | 402,000 | 2008 | 428,000
|2005 | 390,000 | 2009 | 99,000 
|2006 | 409,000 |      |        

The Companys US subsidiary, REGI US, Inc.,
  has U.S. income tax losses of US$4,888,000 which are available to reduce U.S.
  taxable income of future years. The losses expire as follows:

|     | US$       |      | US$    
|---- | --------- | ---- | -------
|2008 | 23,000    | 2013 | 604,000
|2009 | 393,000   | 2014 | 417,000
|2010 | 1,007,000 | 2015 | 431,000
|2011 | 792,000   | 2016 | 519,000
|2012 | 521,000   | 2017 | 181,000

The potential benefits of income tax losses have not been recognized
  in the accounts as realization is not likely.

---

Reg Technologies Inc.

Notes to the Consolidated Financial Statements

For the Years Ended April 30, 2002 and 2001

|9  | . | Related
        Party Balances and Transactions                                                                                  
|-- | - | ---------------------------------------------------------------------------------------------------------------------------------
|   |   |                                                                                                                                  
|   |   | [a]                                                                                                                              
|   |   |                                                                                                                                  
|   |   |                                                                                                                                  
|   |   | [b]                                                                                                                              
|   |   |                                                                                                                                  
|   |   | [c]                                                                                                                              
|   |   |                                                                                                                                  
|   |   |                                                                                                                                  
|10 | . | Commitments                                                                                                                      
|   |   |                                                                                                                                  
|   |   |                                                                                                                                  
|   |   |                                                                                                                                  
|   |   | [a]                                                                                                                              
|   |   |                                                                                                                                  
|   |   |                                                                                                                                  
|   |   | [b]                                                                                                                              
|   |   |                                                                                                                                  
|   |   |                                                                                                                                  
|   |   | [c]                                                                                                                              
|   |   |                                                                                                                                  
|   |   |                                                                                                                                  
|   |   |                                                                                                                                  
|   |   |                                                                                                                                  
|   |   |                                                                                                                                  
|   |   | [d]                                                                                                                              
|   |   |                                                                                                                                  
|   |   |                                                                                                                                  
|   |   |                                                                                                                                  
|   |   |                                                                                                                                  
|   |   | [e]                                                                                                                              
|   |   |                                                                                                                                  
|11 | . | Differences Between Generally
      Accepted Accounting Principles in Canada and Those in the United States                      
|   |   |                                                                                                                                  
|   |   | The material
        differences between Canadian and U.S. accounting principles is the treatment
        of the following items:
|   |   |                                                                                                                                  
|   |   | [a]                                                                                                                              
|   |   |                                                                                                                                  
|   |   |                                                                                                                                  
|   |   |                                                                                                                                  
|   |   |                                                                                                                                  
|   |   |                                                                                                                                  
|   |   |                                                                                                                                  
|   |   |                                                                                                                                  
|   |   | [b]                                                                                                                              
|   |   |                                                                                                                                  
|   |   |                                                                                                                                  
|   |   |                                                                                                                                  
|   |   |                                                                                                                                  
|   |   |                                                                                                                                  
|   |   | [c]                                                                                                                              
|   |   |                                                                                                                                  
|   |   |                                                                                                                                  
|   |   |                                                                                                                                  
|   |   |                                                                                                                                  

---

Reg Technologies Inc.

Notes to the Consolidated Financial Statements

For the Years Ended April 30, 2002 and 2001

|11 | . | Differences
        Between Generally Accepted Accounting Principles in Canada and Those in
        the United States (continued)
|-- | - | ---------------------------------------------------------------------------------------------------------------------------------
|   |   |                                                                                                                                  
|   |   | [d]                                                                                                                              
|   |   |                                                                                                                                  
|   |   |                                                                                                                                  
|   |   |                                                                                                                                  
|   |   |                                                                                                                                  
|   |   | [e]                                                                                                                              

|                                                   | 2002        |   |  | 2001        |  
|-------------------------------------------------- | ----------- | - |  | ----------- | -
|Assets                                             | $           |   |  | $           |  
|Current Assets                                     |             |   |  |             |  
|Accounts receivable                                | 25,926      |   |  | 1,446       |  
|Prepaid expenses                                   |            |   |  | 119         |  
|                                                   | 25,926      |   |  | 1,565       |  
|Capital Assets                                     | 227,438     |   |  | 260,878     |  
|                                                   |             |   |  |             |  
|                                                   | 253,364     |   |  | 262,443     |  
|Liabilities                                        |             |   |  |             |  
|Current Liabilities                                |             |   |  |             |  
|Cheques issued in excess of funds on
      deposit | 11,417      |   |  | 20,422      |  
|Accounts payable and accruals                      | 225,892     |   |  | 727,662     |  
|Due to related companies                           | 854,734     |   |  | 489,311     |  
|                                                   | 1,092,043   |   |  | 1,237,395   |  
|Subscriptions For Shares of Subsidiary             |            |   |  | 110,635     |  
|                                                   | 1,092,043   |   |  | 1,348,030   |  
|Shareholders Equity (Deficit)                     |             |   |  |             |  
|Capital Stock                                      | 10,467,921  |   |  | 10,392,920  |  
|Stock Based Compensation                           | 58,035      |   |  | 52,117      |  
|Deficit (refer to reconciliation following)        | (11,364,635 | ) |  | (11,530,624 | )
|                                                   | (838,679    | ) |  | (1,085,587  | )
|                                                   | 253,364     |   |  | 262,443     |  
|                                                   |             |   |  |             |  

---

Reg Technologies Inc.

Notes to the Consolidated Financial Statements

For the Years Ended April 30, 2002 and 2001

|11 | . | Differences
        Between Generally Accepted Accounting Principles in Canada and Those in
        the United States (continued)
|-- | - | ---------------------------------------------------------------------------------------------------------------------------------
|   |   |                                                                                                                                  
|   |   | [f]                                                                                                                              
|   |   |                                                                                                                                  

| |  |  |                                                         | 2002        |   |  | 2001        |  
| |  |  | ------------------------------------------------------- | ----------- | - |  | ----------- | -
| |  |  |                                                         | $           |   |  | $           |  
| |  |  | Net loss, as determined under                           |             |   |  |             |  
| |  |  | Canadian generally accepted
      accounting principles | (130,073    | ) |  | (453,266    | )
| |  |  | Amortization of goodwill
      on consolidation         | 25,175      |   |  | 25,175      |  
| |  |  | Stock based compensation                                | (4,832      | ) |  | (27,963     | )
| |  |  | Foreign exchange translation                            | (44,890     | ) |  | 1,876       |  
| |  |  | Non-controlling interest                                | 4,482       |   |  | (732,624    | )
| |  |  | Gain on sale of subsidiaries
      shares              | 76,293      |   |  | 50,225      |  
| |  |  | Gain on issue of subsidiaries
      shares             | 206,296     |   |  | 811         |  
| |  |  | Development costs written-off                           | 33,538      |   |  | (495,993    | )
| |  |  | Net earnings (loss), as determined under                |             |   |  |             |  
| |  |  | U.S. generally accepted accounting
      principles     | 165,989     |   |  | (1,631,759  | )
| |  |  | Deficit accumulated during the development              |             |   |  |             |  
| |  |  | stage, as determined under
      U.S. generally         |             |   |  |             |  
| |  |  | accepted accounting principles                          |             |   |  |             |  
| |  |  | - Beginning
      of year                               | (11,530,624 | ) |  | (9,898,865  | )
| |  |  | - End of
      year                                     | (11,364,635 | ) |  | (11,530,624 | )
| |  |  |                                                         |             |   |  |             |  
| |  |  | Earnings (loss) per share, weighted average basis       |             |   |  |             |  
| |  |  | (excluding escrowed shares)                             | 0.01        |   |  | (0.10       | )
| |  |  |                                                         |             |   |  |             |  

| |  | [g] | Material
        effects of the different generally accepted accounting principles on the
        Company's balance sheet are as follows:
| |  | --- | -----------------------------------------------------------------------------------------------------------------------------------------
| |  |    

| |  |  |                                                       | 2002       |   |  | 2001       |  
| |  |  | ----------------------------------------------------- | ---------- | - |  | ---------- | -
| |  |  |                                                       | $          |   |  | $          |  
| |  |  |                                                       |            |   |  |            |  
| |  |  | Deferred development costs, as determined in Canada   | 8,676,237  |   |  | 8,590,313  |  
| |  |  | Deferred development costs, as determined in the U.S. |           |   |  |           |  
| |  |  | Increase to deficit as determined in the U.S.         | 8,676,237  |   |  | 8,590,313  |  
| |  |  |                                                       |            |   |  |            |  
| |  |  |                                                       |            |   |  |            |  
| |  |  | Capital assets, as determined in Canada               | 773,713    |   |  | 848,484    |  
| |  |  | Capital assets, as determined in the U.S.             | 227,438    |   |  | 260,878    |  
| |  |  | Increase to deficit as determined in the U.S.         | 546,275    |   |  | 587,606    |  
| |  |  |                                                       |            |   |  |            |  
| |  |  |                                                       |            |   |  |            |  
| |  |  | Non-controlling interest, as determined in Canada     | (2,702,347 | ) |  | (2,412,717 | )
| |  |  | Non-controlling interest, as determined in the U.S.   |           |   |  |           |  
| |  |  | Decrease to deficit as determined in the U.S.         | (2,702,347 | ) |  | (2,412,717 | )
| |  |  |                                                       |            |   |  |            |  

---

Reg Technologies Inc.

Notes to the Consolidated Financial Statements

For the Years Ended April 30, 2002 and 2001

|11 | . | Differences
        Between Generally Accepted Accounting Principles in Canada and Those in
        the United States (continued)
|-- | - | ---------------------------------------------------------------------------------------------------------------------------------
|   |   |                                                                                                                                  
|   |   | [g]                                                                                                                              
|   |   |                                                                                                                                  

| |  |  |                                                              | 2002       |   |  | 2001       |  
| |  |  | ------------------------------------------------------------ | ---------- | - |  | ---------- | -
| |  |  |                                                              | $          |   |  | $          |  
| |  |  |                                                              |            |   |  |            |  
| |  |  | Accumulated foreign exchange gain, as determined in Canada   | 554,093    |   |  | 497,150    |  
| |  |  | Accumulated foreign exchange gain, as determined in the U.S. |           |   |  |           |  
| |  |  | Decrease to deficit as determined in the U.S.                | (554,093   | ) |  | (497,150   | )
| |  |  |                                                              |            |   |  |            |  
| |  |  | Stock based compensation, as determined in Canada            |           |   |  |           |  
| |  |  | Stock based compensation, as determined in the U.S.          | 58,035     |   |  | 52,117     |  
| |  |  | Increase to deficit as determined in the U.S.                | 58,035     |   |  | 52,117     |  
| |  |  |                                                              |            |   |  |            |  
| |  |  |                                                              |            |   |  |            |  
| |  |  | Deficit, as determined in Canada                             | 5,108,618  |   |  | 5,210,456  |  
| |  |  | Deficit, as determined in the U.S.                           | 11,364,635 |   |  | 11,530,624 |  
| |  |  | Net increase to deficit as determined in the U.S.            | 6,256,017  |   |  | 6,320,168  |  
| |  |  |                                                              |            |   |  |            |  



---

SIGNATURE PAGE

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

REG TECHNOLOGIES, INC. REGISTRANT

|Dated: | November 14, 2002 |  | By: | /s/ John G.
        Robertson
|------ | ----------------- |  | --- | -----------------------------
|       |                   |  |     |                              
|       |                   |  |     | John G. Robertson            
|       |                   |  |     | President/Director           



---

EXHIBIT INDEX Exhibits filed herewith

Page

Material contracts not made in the ordinary
  course of business.

> Agreement between Radian, Inc., Reg Technologies
>     Inc., REGI U.S., Inc. and Rand Energy Group Inc. made as of April 24, 2002
>   Agreement between REGI and Advanced Ceramics
>     Research dated March 20, 2002

Listing of parents and subsidiaries

99.1 Certification of John Robertson, Chief
  Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
  Section 906 of Sarbanes - Oxley Act of 2002

99.2 Certification of Sue Robertson, Chief Financial
  Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
  906 of Sarbanes - Oxley Act of 2002

Exhibits previously filed with the 20-F Annual
  Report for the fiscal year ended April 30,2001 - Incorporated by reference

> 2.1  Agreement made as of October 27,
>     2000 with GHM Inc. regarding 50% interest in the rights to the hydrogen
>            separator technology
>   3     Listing of parents
>     and subsidiaries
>   Notice of Annual General Meeting
>       Information Circular
>       Instrument of Proxy

Exhibits previously filed with the 20-F Annual
  Report for the fiscal year ended April 30,2000  - Incorporated by reference

> 3     Listing of parents
>     and subsidiaries
>   Notice of Annual General Meeting
>       Information Circular
>       Instrument of Proxy



---



Exhibits previously filed with the 20-F Annual
  Report for the fiscal year ended April 30,1999 - Incorporated by reference

> 2.1 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
>   2.2   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 Engin

Exhibits previously filed with the 20-F Annual Report for
  the fiscal year ended April 30, 1998 - Incorporated by reference

> 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
>   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
>   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
>   Joint Venture Agreement dated July 28, 1998
>     between REGI U.S., Inc and Trans Ai rManufacturing Corporation regarding development
>     and manufacturing of a prototype Bus Compressor

Exhibits previously filed with the 20-F Annual
  Report for the fiscal year ended April 30, 1997 - Incorporated by reference

> Management Agreement dated May 1, 1996 between
>     the Company and SMR Investments Ltd.
>   Cooperative Agreement between the Company
>     and Global Aircraft Corporation regarding NASA General Aviation Propulsion
>     Program



> 

---





Exhibits previously filed with the 20-F Annual
  Report for the fiscal year ended April 30, 1996 - Incorporated by reference

> 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.

Exhibits previously filed with the original
  20-F Registration Statement on June 15, 1994 - Incorporated by reference

**1.**Articles
  of Incorporation with Bylaws dated October 6, 1982

> Certificate of Name Change and Special Resolution
>     dated February 23, 1993

**2.** Instruments
  defining rights of holders of equity securities


> (i)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

**3.**Material
  contracts not made in the ordinary course of business.

> (i) 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
>   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
>   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



---






> Agreement with Center for Industrial Research
>     Applications (CIRA) regarding Year 2:  Engine Refinement and Testing
>     on the Rand-Cam Engine
>   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

(ii)
  (A)   Management Agreement between the Company and SMR Investments
  Ltd., dated April 2, 1993

> 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
>     Employment Agreement between Sky Technologies, Inc. and Patrick Badgley dated
>     February 9, 1994
>     Management Agreement between Sky Technologies, Inc. and Access Information
>     Services, Inc., dated April 1, 1994

(B)   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



---

ListofParentsandSubsidiariesoftheCompany

RegTechnologiesInc.
  (a British Columbia corporation)

Rand Energy Group Inc.(a British Columbia corporation)(51% owned by Reg Technologies Inc.)

REGI U.S., Inc.(an Oregon corporation)(45% owned by Rand Energy Group Inc.)



---



UAV ENGINE LICENSE

This License is made this 24th day
  of April, 2002, by Rand Energy Group, Inc., U.S.A. an Oregon Corporation having
  a place of business at Point Roberts, Washington ("REGI U.S." herein);
  Reg Technologies, Inc., a Canadian Company with its principal place of business
  at Richmond, B.C., Canada, ("Reg" herein); Rand Energy Group, Inc.,
  a Canadian Company with its principal offices in Richmond, B.C., Canada: ("Rand
  Energy" herein) (collectively, Reg, REGI U.S. and Rand Energy are, unless
  otherwise indicated, referred to herein as "Reg") and Radian Incorporated,
  a Delaware Corporation which has its primary office in Alexandria, Virginia
  ("Radian" herein).

WITNESSETH

Whereas, Reg owns a fifty-one percent
  (51%) interest in Rand Energy which owns know-how and patent rights in rotary
  engine technology referred herein as "Rand Cam TM Direct Charge Engine
  Technology" and "Rand Cam TM Diesel Engine
  Technology" and "Rand Cam TM Cold Turbine Engine Technology"
  (these three terms are defined below); and,

Whereas, REGI U.S. controls certain
  rights of ownership in the United States to the three stated technologies; and,

Whereas, Radian has examined certain
  preliminary information and technical data provided by Reg concerning these
  Rand Cam TM Technologies and wishes to investigate and otherwise define the
  costs of manufacture and profitability of "Power Generation Products"
  using such technology; and.

Whereas, Reg and Radian have expressed
  a mutual interest in negotiating a license agreement, as hereinafter outlined,
  for the manufacture and sale of Radian Products using said technology if the
  studies referred to in the preceding paragraph meet the expectations of the
  parties hereto and if other contingencies of each party are met;

Now, Therefore, in consideration
  of the foregoing premises, the agreements hereinafter set out and other good
  and valuable consideration not recited herein, the parties hereto have agreed
  as follows:

|I.                                                                                      | DEFINITIONS
|--------------------------------------------------------------------------------------- | -----------
|                                                                                        |            
|As used in this Agreement, the following terms shall have
      the following meanings:
|                                                                                        |            
|                                                                                        | (a)        



---



| | (b) | "Rand Cam TM Diesel Engine Technology" means a positive displacement,
      compression ignition, machine, which consists of a rotor with multiple axial
      vanes forming combustion chambers as a rotor and vanes rotate in a cam shaped
      housing. This cam housing is referred to as a stator, which contains a toroidal
      trough of varying depth machined into each stator.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (c) | "Rand Cam TM Compressor Technology" means a positive
      displacement machine whose purpose is to compress a compressible fluid such
      as air from a lower pressure to a higher pressure, which consists of a rotor
      with multiple axial vanes forming compression chambers as a rotor and vanes
      rotate in a cam shaped housing. This cam housing is referred to as a stator,
      which contains a toroidal trough of varying depth machined into each stator.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (d) | "Rand Cam TM" Expander Technology" means a
      positive displacement machine whose purpose is to expand a compressible
      fluid such as air from a higher pressure to a lower pressure thus generating
      positive power, which consists of a rotor with multiple axial vanes forming
      expansion chambers as a rotor and vanes rotate in a cam shaped housing.
      This cam housing is referred to as a stator, which contains a toroidal trough
      of varying depth machined into each stator.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (e) | "Rand Cam TM Cold Turbine Technology" means a Brayton
      Cycle (Gas Turbine Cycle) machine consisting of one or more "Rand Cam
      TM Compressors" used as compressors in the Brayton Cycle and one or
      more "Rand Cam TM Expanders" used as the expanders (turbines)
      in the Brayton Cycle machine.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (f) | "Radian Products" means equipment utilizing the
      various Rand CAMTM Technologies along with other technologies
      which Radian will use to design, manufacture and market UAV engines of over
      10 horsepower maximum engine power utilizing "Rand CAMTM
      Direct Charge Engine Technology" engines, "Rand CAMTM
      Diesel Engine Technology" engines and "Rand CAMTM
      Cold Turbine Technology" engines. Engines produced by Radian will be
      used exclusively for UAV equipment produced by Radian and replacement engines
      and parts for said equipment. "The Technology" shall mean the
      Rand CAMTM", Direct Charge Engine Technology,
      Rand CAMTM Diesel Engine Technology, Rand CAMTM
      Compressor Technology, Rand CAMTM Expander Technology
      and Rand CAMTM Cold Turbine Technology as embodied
      in know-how, formulae, processes, designs, sketches, photographs, plans,
      drawings, specifications samples, models, reports, studies, findings, invention
      and ideas and other means of conveying information whether any of the foregoing
      is adapted to use in manufacture or not.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (g) | "Invention" means discoveries, concepts, and ideas,
      whether patentable or not, that go beyond minor, routine modifications,
      including, but not limited to processes, methods, formulae and techniques
      as well as improvements thereto and extensions thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     



---



|    | (h)                                                                 | "Reg's Technical Information" means
      Technical Information in the possession of Reg as of the effective date
      which relates to any of the aforementioned Rand Cam TM technologies which
      Reg may disclose to Radian and which in Reg's opinion may be useful in accomplishing
      the purposes of this Agreement.                                                                                                                                                                                                     
|--- | ------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (i)                                                                 | "Reg Patent Rights" means patents and
      patent applications of all countries which contain claims which cover one
      or more features of Reg Technical Information and which are based on Inventions
      conceived or reduced to practice as of the effective date by Reg or its
      employees or by others as to those Inventions Reg has the right to make
      the grants provided by this Agreement, subject, however, to the conditions
      under which Reg acquires the right from said others to make said grants.
|    |                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (j)                                                                 | "Proprietary Information" shall mean
      (i) that written technical information stated in writing to be considered
      "Proprietary Information" and (ii) that orally disclosed technical
      information that is promptly reduced to writing and stated in writing to
      be considered as "Proprietary information". Such Proprietary Information
      shall not include technical or business information which:                                                                                                           
|    |                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                     | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                     | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                     | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                     | d.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                     | e.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (k)                                                                 | "Study Information" means the Proprietary
      Information produced as a result of undertaking the performance of the Study
      portion of this Agreement (first six (6) months) whether produced by the
      efforts of contributions of Radian or Reg, the use and ownership of which
      shall be governed by the terms and conditions of this Agreement as hereinafter
      defined and provided.                                                                                                                           
|    |                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|II. | Handling and Ownership of Proprietary
        and Study Information
|    |                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (a)                                                                 | Both parties agree to treat the other party's
      Proprietary Information and the Study Information as proprietary for a period
      of five (5) years from the date received and will protect such Proprietary
      and Study Information with the same degree of care it uses to protect its
      own proprietary information of like kind. There shall be no restrictions
      on the handling of information, which is not Proprietary, or Study Information
      as defined herein.                                        
|    |                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (b)                                                                 | Study Information, which relates and applies
      only to the Technology, shall belong exclusively to Reg regardless of which
      party developed or was responsible for the invention of such Study Information.
      When requested by Reg in writing, Radian shall execute and deliver patent
      or invention assignments or such other documentation as may be reasonably
      required to allow Reg to perfect patent claims or ownership of Study Information,
      which relates or applies only to the Technology.    
|    |                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        



---



|     | (c)                                                          | Where Study Information has application
        or use outside the Technology, Reg shall, upon Radian's written request,
        promptly grant Radian a non-exclusive, worldwide, royalty free License
        to use such Study Information. Such License shall not allow Radian to
        sub-license such Study Information without the prior written consent of
        Reg.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|---- | ------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (d)                                                          | It shall be the responsibility of Reg to
        pursue and pay for the costs of protecting the Study Information through
        patent or copyright claims, however, when Reg has elected not to pursue
        formal protection of such Study Information and Radian desires to pursue
        and provide further protection, such as Patent or Copyright claims, it
        will first make written demand upon Reg that it provide such protection.
        Such written demand shall provide a description of the Study Information
        with sufficient specificity to reasonable allow Reg to identify and evaluate
        such Study Information. if Reg notifies Radian in writing that it does
        not chose to provide such protection within thirty (30) days of such notice,
        or if Radian receives no written assurance that Reg will pursue such additional
        protection within thirty (30) days of such written notice from Radian,
        Radian shall be free to pursue such additional protection at its own costs
        and expense. In the event, after compliance with the notice requirements
        hereof, Radian elects to pursue such additional protection, then the ownership
        of that specifically identified Study Information shall become the Proprietary
        Information of Radian.
|     |                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (e)                                                          | Upon Reg's written request, Radian shall
        promptly grant Reg a non-exclusive, worldwide, royalty free License to
        use that Study Information which Radian has acquired ownership of under
        the provisions of the preceding paragraph.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (f)                                                          | Both Parties agree that each will require
        all their respective officers, employees or consultants who have or will
        be granted access to Proprietary and Study Information to execute mutually
        acceptable assignments of inventions agreements and mutually acceptable
        Confidentiality and Non-Circumvention Agreements prior to their being
        granted access to Proprietary or Study Information.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|III. | Licensing Agreement for the Manufacture and Sale of Products
|     |                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (a)                                                          | Reg hereby grants an exclusive License
        to Radian for the Manufacture of Rand Cam TM Diesel Engines for application
        in Unmanned Autonomous Vehicles (UAV's) over 10 horsepower maximum engine
        power within the United States of America, including non-exclusive rights
        to worldwide sales for this application, (the "Radian License").                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

---



| | (b) | Radian hereby agrees in good faith to perform a six
        (6) month duration Study of the design, analysis, manufacturing costs,
        risk assessment and marketing analysis to validate the risk and profitability
        of the product. This study includes the fabrication and test of a prototype
        engine.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (c) | At the conclusion of the study, Radian has the option
        of terminating this agreement without penalty, or to give (at no cost)
        a working version of the prototype engine to Reg to maintain the Radian
        License.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (d) | Radian will pay Reg a six (6) percent royalty on the
        sales of engines, parts and service utilizing Rand Cam"M Technology
        used in UAV's, including 6% of all funding received from the Government
        and Military sources to develop and manufacture the Rand CaMTM technology.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (e) | Five (5) years from the date of this Agreement the minimum
        annual royalty payment is expected to be $100,000.00 U.S. If Reg does
        not receive this minimum royalty payment on an annual basis, Reg shall
        have the right to revoke the Radian License.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (f) | All improvements and extensions made to the Technology
        by Radian, other than the Study Information, shall be the property of
        Radian. It shall be the responsibility of Radian to pursue and pay for
        the costs of protecting such improvements and extensions through patent
        or copyright claims, however, when Radian has elected not to pursue formal
        protection of such improvements and extensions and Reg desires to pursue
        and provide further protection, such as Patent or Copyright claims, it
        will first make written demand upon Radian that it provide such protection.
        Such written demand shall provide a description of the subject improvement
        and extensions with sufficient specificity to reasonable allow Radian
        to identify and evaluate such improvement and extensions. If Radian notifies
        Reg in writing that it does not chose to provide such protection within
        thirty (30) days of such notice, or if Reg receives no written assurance
        that Radian will pursue such additional protection with thirty (30) days
        of such written notice from Reg, Reg shall be free to pursue such additional
        protection at its own costs and expense. In the event, after compliance
        with the notice requirements hereof, Reg elects to pursue such additional
        protection, then the ownership of these specifically identified improvements
        and extensions shall become the Proprietary Information of Reg.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (g) | Upon Radian's written request, Reg shall promptly grant
        Radian a non-exclusive, worldwide, royalty free License to use the extensions
        and improvements which Reg has acquired ownership of under the provisions
        of the preceding paragraph. Such License shall not limit Radian to sub-license
        such extensions and improvements without the prior written consent of
        Reg.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (h) | Reg will indemnify Radian from all potential
        patent infringement and other claims brought by outside parties and offers
        clear and unobstructed use of license granted herein to Radian.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               



---



|    | (j)                 | Radian agrees to pay to REGI $150.00 per
        hour for Patrick Badgley's or REGI's similarly qualified engineer for
        consulting work requested by Radian On the Rand Cam TM technology for
        Radian during the term of this agreement, to be paid monthly. Accordingly,
        REGI must submit weekly timecards, and a written weekly report, for all
        hours authorized and performed. That submittal should be to a Radian POC.                                                                                                                                                                                                                                                
|--- | ------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|IV. | GENERAL PROVISIONS.
|    |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (a)                 | Independent Contractors: The parties to
        this Agreement are independent contractors. Neither party is an agent
        or representative of the other party. Neither party shall have any right,
        power or authority to enter into any understanding for or on behalf of,
        or incur any obligation or liability of, or to otherwise bind the other
        party. This Agreement shall not be interpreted or construed to create
        an association, joint venture or partnership between the parties or to
        impose any partnership obligations or liability upon either party.                                                                                          
|    |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (b)                 | Neither party makes any warranties to each
        other or any other person or entity, whether express, implied or statutory,
        as to the description, quality, merchantability, completeness or fitness
        for any purpose of any services or information provided hereunder or described
        herein, or as to any other matter al of which warranties are hereby excluded
        and specifically disclaimed.                                                                                                                                                                                                                                                                         
|    |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (c)                 | Applicable Laws. The parties have agreed
        that the Laws of the Commonwealth of Virginia shall be applicable to the
        interpretation and enforcement of this Agreement, except as to matters
        pertaining to procedure and the application of the rules governing a conflict
        of Laws, in which case the laws of the forum of the Court having jurisdiction
        of any matter included in the Agreement shall be applied.                                                                                                                                                                                                                                                   
|    |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (d)                 | Defaults and Breaches. In the event of
        default hereunder or a breach hereof, the party asserting the default
        or breach shall notify the other party in writing of the particulars of
        the default or breach. The other party shall have a period of forty--five
        (45) days to correct such default or breach on all matters except the
        payment of moneys or funds in which case the notice period shall be ten
        (10) days. If the defaulting party corrects the items of default or breach
        included in the written notice within the grace period, the default is
        cured and may not be used as an item of default or breach hereunder again.
|    |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (e)                 | Proceedings in Courts or Before Regulatory
        Agencies. It is the Agreement of the parties that the submission of any
        legal or regulatory proceedings hereunder shall be instituted in the United
        States of America. If the matter is largely a matter of civil law, the
        matter will be submitted to a Court of Competent Jurisdiction in the Commonwealth
        of Virginia. The losing party in the court or regulatory proceeding shall
        pay all costs including reasonable attorney's fees, costs of discovery,
        and costs of court incurred by the prevailing party.                                                                                   

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| | (f) | Notices. Any and all notices
        required to be given in writing hereunder maybe given by ordinary mail.
        When ordinary mail is used for delivery within the United States of America,
        the delivery thereof will be presumed to have been made five (5) days
        following the post office mark on the envelope thereof. Other means of
        delivery of notice may be utilized, however the burden of proof of delivery
        thereof rests with the sender of such notices. Notices will be considered
        properly addressed for delivery as follows:
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | To Radian:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | Mr. Robert Grisar                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | Director                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | Radian MILPARTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | 35353 Curtis Boulevard                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | Suite 591                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | Eastlake, OH 44095                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

The parties may change their respective addresses for purposes of this provision
  by notifying the other party in writing.

Further the parties saith not:

|REGI U.S., Inc.           |  |                                    
|------------------------- |  | -----------------------------------
|Reg Technologies, Inc.    |  |                                    
|Rand Energy Group, Inc.   |  | Radian Inc                         
|                          |  |                                    
|By: /s/ John Robertson    |  | By: /s/ Jerry Mailey               
|                          |  |                                    
|John Robertson, President |  | Jerry Mailey, Director of Contracts
|                          |  |                                    
|Date 05/6/02              |  | Date 5/15/02                       
|                          |  |                                    

---



**AGREEMENT**

|l. |  | The parties to this agreement are Advanced
      Ceramics Research 3292 E. Hemisphere Loop, Tucson, AZ 85706-5013 ("ACR")
      and REGI U.S., Inc., a U.S. corporation located at #120 - 3011 Viking Way,
      Richmond, B.C. V6V 1W1, Canada, and having a U.S. mailing address at P.O.
      Box 687, Point Roberts, WA 98281 ("REGI"). This agreement relates
      to the SBIR No. 1-144 ("The Navy contract"). For good and valuable
      consideration, the parties agree as follows.                                                                                                                                                                                                  
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2. |  | REGI hereby grants a license
        to ACR for all intellectual property rights which relate to technology
        known by the parties as the RAND CAMTM concept for
        RAND CAMTM based motors of 10 HP or less for the
        Navy Contract for remote piloted applications, the term of this license
        as defined in section #4 of this agreement. For example, such intellectual
        property includes U.S. patent Nos. 4,401,070, 5,429,084, 5,551,853 and
        5,509,793. The parties intend the license to include intellectual property
        rights currently possessed by REGI and which may be acquired by REGI during
        the duration of this agreement.
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3. |  | ACR shall have the right
        to discretionarily select and engage subcontractors for work to be conducted
        under the Navy Contract on a confidential basis. These subcontractors
        must sign Non-Disclosure Agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4. |  | REGI U.S., Inc. agrees that,
        a five (5} year license will be granted to ACR for the RAND CAMTM
        concept motors of 10 HP or less for this Navy Contract. The license shall
        thereby extend for the duration of ACR's work under all development phases
        and manufacturing resulting from the awarded Navy Phase I & II SBIR
        Programs) related to RAND CAMTM.                                                                                                                                                                                                                                                                                                
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5. |  | Subject to the approval and
        successful completion of the Phase II SBIR program, REGI U.S., Inc. agrees
        to grant a five (5) year exclusive license agreement to ACR for commercial
        and Military rights for the Rand CAMTM motors for
        the applications developed under this Navy Contract. In turn, ACR will:                                                                                                                                                                                                                                                                                                                                                     
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |  | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |  | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              



---



|   |  | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | ACR agrees that REGI will receive
      30% of the SBIR Phase I contracts (typically $50K to $ I00K) and 50% of
      the SBIR Phase II SBIR (typically $500K to $750K) contracts related to the
      RAND CAM TM concept. The funds under these contracts to be paid within 30
      days from receipt of funds received by ACR from the Phase I & Phase
      II contracts.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                               
|6. |  | REGI U.S., Inc. agrees to provide
      the services of Patrick Badgley, an officer and employee of REGI U.S., Inc.
      as a principal subcontractor consultant during the Navy Contract funded
      program, as needed by ACR and at ACR's reasonable discretion for a fee of
      30% of the Phase I funds and 50% of the Phase II funds. REGI will receive
      50% of any additional SBIR contracts that are awarded related to RAND CAM
      TM technology.                                                                     
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7. |  | REGI shall have a right of first
      refusal to seek patent protection of inventions arising from work under
      the Navy Contract. REGI shall bear all expenses relating to patents on inventions
      which it so elects to pursue, and REGI shall be the owner of such patents.
      ACR shall have an exclusive license under such patents as defined in section
      #4 of this agreement.                                                                                                                                     
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|8. |  | Both parties agree that the exclusive
      license rights will terminate, and the license will convert to non-exclusive,
      in the event that commercial sales in excess of $500,000 U.S. are not made
      within one (1) year after completion of this Navy Contract. In the event
      that $500,000 U.S. commercial/military sales are not achieved in any one
      year, ACR may pay a royalty payment of $25,000 U.S. to REGI U.S., Inc, to
      keep the exclusive license rights in good standing for each additional year.
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9. |  | This agreement will be construed
      according to the laws of the State of Washington. If any one or more of
      the provisions of this Agreement shall be held to be invalid, illegal or
      unenforceable, such provision(s) shall be enforced to the maximum extent
      possible consistent with applicable law and the remaining provisions of
      this Agreement shall remain in full force and effect.                                                                                                                     

IN WITNESS WHEREOF the parties hereto have executed this Agreement
  as of March 20, 2002.

|ADVANCED CERAMICS RESEARCH, INC. |  | REGI U.S., INC.   
|-------------------------------- |  | ------------------
|                                 |  |                   
|/s/ Anthony C. Mulligan          |  | /s/ John Robertson
|                                 |  |                   
|Anthony C. Mulligan              |  | John Robertson    
|President and CEO                |  | President         

---



EXHIBIT 99.1

CERTIFICATION

|I, John G. Robertson, Chief Executive Officer
      of Reg Technologies Inc. certify that:
|------------------------------------------------------------------------------------------
|                                                                                          
|1.                                                                                        
|                                                                                          
|2.                                                                                        
|                                                                                          
|3.
      .                                                                                

|                        | REG TECHNOLOGIES INC.
|----------------------- | ---------------------
|                        |                      
|                        |                      
|                        | By:                  
|                        |                      
|                        |                      
|                        |                      
|                        |                      
|                        |                      
|Date: November 14, 2002 |                      



---

EXHIBIT 99.2

CERTIFICATION

|           | I, Susanne Robertson, Chief Financial Officer
      of Reg Technologies Inc. certify that:                                                                                                                                                                                                                                                                          
|---------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|           |                                                                                                                                                                                                                                                                                                                                                                     
|1.         | I have reviewed this annual report on Form 20-F
      of Reg Technologies Inc.;                                                                                                                                                                                                                                                                                     
|          
|2.         | Based on my knowledge,
        this annual report does not contain any untrue statement of a material
        fact or omit to state a material fact necessary to make the statements
        made, in light of the circumstances under which such statements were
        made, not misleading with respect to the period covered by this annual
        report; and
|           |                                                                                                                                                                                                                                                                                                                                                                     
|3.
      . | Based on my knowledge,
        the financial statements, and other financial information included in
        this annual report, fairly present in all material respects the financial
        condition, results of operations and cash flows of the registrant as of,and
        for, the periods presented in this annual report                                 
|          

|                        | REG TECHNOLOGIES INC.
|----------------------- | ---------------------
|                        |                      
|                        |                      
|                        | By:                  
|                        |                      
|                        |                      
|                        |                      
|                        |                      
|                        |                      
|                        |                      
|                        |                      
|Date: November 14, 2002 |                      



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