United States Securities and Exchange Commission
                             Washington, D.C. 20549
                ________________________________________________


                            FORM 20-F Amendment No. 1


[_]  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, 2001

                                       OR

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

                         Commission File Number  0-24342
                                                 -------

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

                            BRITISH COLUMBIA, CANADA
                            ------------------------
                 (Jurisdiction of incorporation or organization)

                           185 - 10751 SHELLBRIDGE WAY
                   RICHMOND, BRITISH COLUMBIA V6X 2W8, 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, 2001
           ----------------------             -----------------------------
        Common Shares, no par value                    16,578,371
     Preferred Shares, $1.00 par value                    none
           Class A, no par value                          none

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

                                 Yes       No  X
                                     ---      ---

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

                             Item 17. X  Item 18.
                                      -          ---


<PAGE>
<TABLE>
<CAPTION>
TABLE  OF  CONTENTS
<S>                                                                                   <C>
Forward-Looking  Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Foreign Private Issuer Status and Currencies and Exchange Rates . . . . . . . . . . . .5
PART  I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
   ITEM  1.    IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS . . . . . . . . . 5
   ITEM  2.    OFFER  AND  STATISTICS  AND  EXPECTED  TIMETABLE . . . . . . . . . . . .6
   ITEM  3.    KEY  INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
     A.     SELECTED  FINANCIAL  DATA . . . . . . . . . . . . . . . . . . . . . . . . .6
     B.     CAPITALIZATION  AND  INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . .7
     C.     REASON  FOR  THE  OFFER  AND  USE  OF  PROCEEDS . . . . . . . . . . . . . .7
     D.     RISK  FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
   ITEM  4.    INFORMATION  ON  THE  COMPANY . . . . . . . . . . . . . . . . . . . . .11
     A.     HISTORY  AND  DEVELOPMENT . . . . . . . . . . . . . . . . . . . . . . . . 11
     B.     BUSINESS  OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
     C.     ORGANIZATIONAL  STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . 23
     D.     PROPERTY,  PLANT  AND  EQUIPMENT . . . . . . . . . . . . . . . . . . . . .24
   ITEM  5.    OPERATING  AND  FINANCIAL  REVIEW  AND  PROSPECTS . . . . . . . . . . .24
     A.     OPERATING  RESULTS . . . . . . . . . . . . . . . . . . . . . . . . . . . .24
     B.     LIQUIDITY  AND  CAPITAL  RESOURCES . . . . . . . . . . . . . . . . . . . .27
     C.     RESEARCH  AND  DEVELOPMENT,  PATENTS  AND  LICENSES,  ETC. . . . . . . . .28
     D.     TREND  INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . .28
   ITEM  6.    DIRECTORS,  SENIOR  MANAGEMENT  AND  EMPLOYEES . . . . . . . . . . . . 29
     A.     DIRECTORS,  SENIOR  MANAGEMENT  AND  EMPLOYEES . . . . . . . . . . . . . .29
     B.     COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30
     C.     BOARD  PRACTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .32
     D.     EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
     E.     SHARE  OWNERSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . .32
   ITEM  7.    MAJOR  SHAREHOLDERS  AND  RELATED  PARTY  TRANSACTIONS . . . . . . . . 33
     A.     Major  Shareholders. . . . . . . . . . . . . . . . . . . . . . . . . . . .33
     B.     Related  Party  Transactions. . . . . . . . . . . . . . . . . . . . . . . 33
     C.     Interests  of  Experts  and  Counsel. . . . . . . . . . . . . . . . . . . 34
   ITEM  8.    FINANCIAL  INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . 34
     A.     Consolidated  Statements  and  Other  Financial  Information . . . . . . .34
     B.     Significant  Changes . . . . . . . . . . . . . . . . . . . . . . . . . . .35
   ITEM  9.    THE  OFFER  AND  LISTING . . . . . . . . . . . . . . . . . . . . . . . 35
   ITEM  10.   ADDITIONAL  INFORMATION . . . . . . . . . . . . . . . . . . . . . . . .35
     A.     Share  Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .35
     B.     Memorandum  and  Articles  of  Association . . . . . . . . . . . . . . . .36
     C.     Material  Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
     D.     Exchange  Controls. . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
     E.     Taxation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
     F.     Dividends  and  Paying  Agents . . . . . . . . . . . . . . . . . . . . . .37
     G.     Statement  by  Experts. . . . . . . . . . . . . . . . . . . . . . . . . . 37
     H.     Documents  on  Display. . . . . . . . . . . . . . . . . . . . . . . . . . 37
     I.     Subsidiary  Information. . . . . . . . . . . . . . . . . . . . . . . . . .37
   ITEM  11.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK . . . . . . 37
   ITEM  12.   DESCRIPTION OF SECURITIES OTHER  THAN  EQUITY SECURITIES . . . . . . . 38
PART  II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  . . . . . . . . 38
   ITEM  13.   DEFAULTS,  DIVIDEND  ARREARAGES  AND  DELIQUENCIES . . . . . . . . . . 38
   ITEM  14.   MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
   PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  . . . . . . 38
     A.     Material  Modifications  to  the  Rights  of  Security  Holders . . . . . 38
     B.     Use  of  Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . .38
   ITEM  15.   [RESERVED] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38


                                      -2-
<PAGE>
   ITEM  16.   [RESERVED] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
PART  III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  . . . . . . . .38
   ITEM  17.   FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . 38
   ITEM  18.   FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . 38
   ITEM  19.   EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SIGNATURE  PAGE . . . . . . . . . . . . . . . . . . . . . . . . . . .  . . . . . . . .40
</TABLE>


                                      -3-
<PAGE>
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-
<PAGE>
     This 20-F annual report, including all exhibits, consists of 62 pages.
                   The Exhibit Index is displayed on page 41.


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$ 1.5360 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, 2001. We do not represent that Canadian
dollar  or  US  dollar  amounts  could  be converted into US dollars or Canadian
dollars,  as the case may be, at any particular rate, the rates below or at all.
On  September  12,  2001,  the Noon Buying Rate was CDN$ 1.5656 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
    -------------------------------------------------------------

    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
    1997          1.3641           1.3982/1.3375         1.3976
    1996          1.3616           1.3782/1.3445         1.3621


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".


                                      -5-
<PAGE>
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, 2001
and 2000, 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,  2001 and 2000 have been audited by 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,  2001,  US$1.00  was  equal  to
approximately  C$1.5360. 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:

<TABLE>
<CAPTION>
                                       Fiscal Years Ended April 30

                                              2001         2000        1999         1998        1997
                                           -----------  ----------  -----------  ----------  -----------
<S>                                        <C>          <C>         <C>          <C>         <C>
Net sales or operating revenues                     -            -           -            -           -
Income (loss) from operations              (1,631,759)     148,090    (929,866)     306,701    (637,934)
Income (loss) from continuing operations   (1,631,759)     148,090    (929,866)     306,701    (637,934)
Net income (loss)                          (1,631,759)     148,090    (929,866)     306,701    (637,934)
Net income (loss) from operations per           (0.10)        0.01       (0.06)         .02       (0.04)
share
Income (loss) from continuing operations        (0.10)        0.01       (0.06          .02       (0.04)
per share
Total assets                                  262,443      910,337     890,170      924,052     348,417
Net assets                                 (1,085,587)     266,873      95,965      331,427    (325,174)
Capital stock (excluding long term debt    10,392,920   10,142,920  10,142,920    9,448,516   9,098,616
and redeemable preferred stock)
Number of shares as adjusted to reflect    16,578,371   16,078,371  16,078,371   14,999,782  14,393,782
changes in capital
Dividends per share                                 -            -           -            -           -
Diluted net income per share                        -            -           -            -           -
</TABLE>


                                      -6-
<PAGE>
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, 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, 2001, we
had  an  accumulated deficit of ($11,530,624) in accordance with U.S. GAAP.  Our
history  consists almost entirely of development of its products funded entirely
from the sale of our Common Stock in the absence of revenues. We anticipate that
it  will  continue to incur substantial additional operating losses for at least
the  next 12 months and expects cumulative losses to increase as our development
efforts  expand.

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

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


                                      -7-
<PAGE>
to  develop  a  technically  and  commercially  feasible  product  which will be
accepted  by  end  users.  The  RC/DC  Engine  which  we  are developing must be
technologically  superior  or  at  least equal to other engines that competitors
offer  and  must  have  a  competitive  price/performance  ratio  to  adequately
penetrate its potential markets. If we are not able to achieve this condition or
if  we do not remain technologically competitive, we may be unprofitable and our
investors  could lose their entire investment. There can be no assurance that we
or  potential licensees will be able to achieve and maintain end user acceptance
of  our  engine.

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

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

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

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

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

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


                                      -8-
<PAGE>
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 ourb 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 pro-vide 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  re-sources.

Control  by  Current Insiders.  3,414,105 common shares, not including currently
exercisable  options  or  warrants,  are  owned by current insiders representing
control  of  approximately  20.6%  of  the total voting power.  Accordingly, the
present  insiders  will  likely  continue  to  elect  all  of  our directors and
generally  control  our  affairs.

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

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

Competition.  While  not  a  highly  competitive business in terms of numbers of
competitors,  the  business of developing engines of a new design and attempting
to either license or produce them is nonetheless difficult because most existing
engine  producers  are  large,  well financed companies which are very concerned
about  maintaining  their  market  position.  These  companies  possess  greater


                                      -9-
<PAGE>
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 Canadian
Venture  Exchange  ("CDNX")  may adversely affect the price of the Common Stock.
Certain  stocks  listed  on the OTC BB and/or the CDNX 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 CDNX 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.


                                      -10-
<PAGE>
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 CDNX may have a material adverse effect on our
ability to raise capital on the OTC BB or the CDNX 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 #185 -10751 Shellbridge Way, Richmond, B.C., V6X
2W8,  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  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.


                                      -11-
<PAGE>
On  May  23,  1986  we  entered  an agreement which was amended October 20, 1986
("Initial  Agreements")  among  ourself, Rand Cam-Engine Corp (a private company
owned  by  James  L.  McCann,  the inventor of the Rand Cam Engine) and James L.
McCann.  Under  this  agreement  we  acquired  a 40% interest in a company to be
formed,  by  paying  $50,000  and  agreeing  to  expend $200,000 on research and
development  pertaining  to  the  Rand  Cam Engine, which utilizes a new type of
design  for  a  rotary  internal  combustion  engine.

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

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

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

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


                                      -12-
<PAGE>
(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.

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, 2001, a total
of  10,221,735  shares  are  issued  of which 5,257,900 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
Canadian  Venture  Exchange  as  RRE.V.

B.             BUSINESS  OVERVIEW

Nature  of  the  Company's  Operations
--------------------------------------

We  are  engaged  in  the  business of developing and building an improved axial
vane-type  rotary engine known as the Rand CamTM Direct Charge ("RC/DC") Engine,
which  is  a  variation  of the Original Engine. The Original Engine is an axial
vane  rotary engine, the worldwide marketing rights to which are held by 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.


                                      -13-
<PAGE>
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 which resulted in significant changes
and  improvements  for which the U.S. patent has been issued and assigned to us.
We  believe  the  RC/DC  Engine  offers  important simplification from the basic
Original Engine, which will make it easier to manufacture and will also allow it
to  operate  more  efficiently.

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

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

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

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

We  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

The  Rand  Cam  Engine  incorporates  an innovative mechanical approach offering
certain  advantages  over the standard internal combustion engine.  The standard
reciprocating  engine  used  in  automobiles  has  a relatively small mechanical
efficiency  and fuel efficiency.  One reason for this is the short stroke of the
engine.  The  limited  amount  of  time  possible  for the power-stroke leads to
incomplete  combustion.  The  inefficiency  increases  with  the  engine's speed
because  the  time for combustion is correspondingly reduced. Since both exhaust
and  intake  valves  are  open  at  the  same time in the standard reciprocating
engine, a portion of the air/fuel mixture is exhausted unburned.  A large number
of  rotary  engines  have  been designed or built in an attempt to overcome such
problems  with  the piston engine.  Many of these designs have inherent problems


                                      -14-
<PAGE>
that  have  impeded  their  development  or  widespread  acceptance.  The Wankel
engine,  the  only  mass produced rotary internal combustion engine has suffered
from  rotor  sealing  problems  in  the  past as well as fuel consumption levels
higher  than  that  of  a  piston  engine  of  similar  performance.

The  Rand  Cam  Engine  design  attempts  to  overcome the inefficiencies of the
standard  reciprocating  engine and is comprised of a rotor and a vane extending
through  the  rotor and which can slide in a transverse direction while rotating
with  it.  The  vane  has opposite ends extendable beyond the rotor.  There is a
stator  with a hollow, cylindrical interior.  The rotor is able to rotate within
the  interior  of  the  stator.  The  stator  has  opposite  side  walls  with
circumferentially  extending recesses in it.  The recesses are shaped to receive
the  ends  of the sliding vane in sealing contact.  The recesses of the opposite
walls  are  staggered, causing transverse reciprocation of the vane as the rotor
is  rotated.  Air is compressed within the recesses and exhaust gases are purged
from  the recess ahead of the vane in the rotational direction of the vane.  Air
is taken into the recesses behind the vane in a direction opposite the direction
of  rotation  and the air/fuel mixture is ignited within the recesses behind the
vane  to  propel  the  rotor  in  the  rotation  direction.

The  basic design of the Rand Cam overcomes many of the problems associated with
conventional  piston  engines  and  many other rotary engines.  For example, the
bore/stroke ratio is large, which increases the fuel burning time and the amount
of  power  such fuel can produce. Valve overlap is completely eliminated and all
of the exhaust gases are vented.  Ignition starts after the power stroke begins,
so  that expanded gases produce work energy instead of heat.  The mean effective
pressure  is  substantially  increased over that of a piston engine. Moreover, a
large  crank  arm  can  be  provided,  increasing  the efficiency of the engine.

The  Rand  Cam/Direct  Charge  Engine  is  based  on  the  Rand  Cam  Engine but
incorporates  a  number  of  significant  improvements  over  the basic Rand Cam
Engine.  The  Rand  Cam/Direct  Charge Engine offers a number of unique features
and  competitive  advantages.  The  engine  is  naturally  balanced,  with  no
reciprocating  parts and therefore needs no heavy counter-weights or large drive
shaft bearings.  The engine is mechanically simple with only the vanes and rotor
as  moving  parts.  Since  there  are  no  secondary  forces present, the engine
produces  a  very  small  level  of  vibrations.  The engine is smaller and more
compact  than  the  standard  reciprocating  engine.  Development is aimed at an
engine  with  1/6 the weight of the existing piston engine. In the Wankel Rotary
Engine,  there  is  only  one  power  impulse per shaft revolution.  In the four
stroke  reciprocating  engine  there  is  one  power  impulse  for  two  crank
revolutions.  The Rand Cam/Direct Charge Engine provides multiple power impulses
per  revolution  of  the  rotor.  The  current  prototype  has twenty-four power
impulses  per  revolution.

The  design  of  the  Rand  Cam  Engine  is  such  that  it can be operated as a
compressor where power is supplied by an outside source and the engine mechanism
compresses  a  working fluid (air or a refrigerant) to produce a desired effect,
and  also  as  a  pump.

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


                                      -15-
<PAGE>
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.
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.

By  News  Release dated June 21, 1999 we announced that The Rand Cam (TM) rotary
diesel  aircraft project (1998 NASA SBIR Phase I contract) was completed and the
final  report  was  delivered  to  NASA  on  schedule. Patrick Badgley, our Vice
President and the senior engineer for the Rand Cam (TM) diesel aircraft project,
reported that under his direction, the 125 horsepower diesel engine successfully
completed  a  short test run on diesel fuel ignited by compression ignition. Mr.
Badgley was directly involved with Global Aircraft in Starkville, Mississippi in
training  its  personnel  on  the assembly and testing of the engine and he also
assisted  in  the  design  of  several  important  modifications.

Also  on  June  21, 1999, we announced that the 250 horsepower engine design for
aircraft  operation  was  completed  using  our  new "winged rotor" concept that
greatly  enhanced  internal sealing and eliminates numerous separate components.
The proposal for a Phase II program for $600,000 to design, fabricate and test a
250  horsepower  Rand  Cam  (TM)  engine was completed and submitted to NASA for
their  approval  for  funding.  The  approval  for  funding  was  subsequently
unsuccessful.

Motor  Scooter  Project

The motor scooter project was successfully tested by Paul LaMarche, our engineer
in  Detroit,  Michigan.  Additional  testing  this year 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.


                                      -16-
<PAGE>
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.

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.  Additional  prototype  air  pumps  are  required  for  a  potential
customer.

On  January  11, 2001, we announced that American Components, a division of EPI,
on  the Rand Cam Air Pump, completed successful test results for the Lumbar sear
application.  The  Pumps were installed on the American Component test stand and
checked  for continuous air pressure and volumetric outputs in comparison to the
Mexican-built  air  pumps used for the Lumbar seat support systems.  These tests
delivered  air  pressure  of 3.5 PSI and air volumes of 13.2 Cu. Ft. per minute,
which  exceeded  the  required  specifications.

The  licensing  negotiations with Moldrite are still ongoing.  As at the date of
this  10-KSB,  as soon as we can provide Moldrite with a further prototype, they
will  perform  an  economic  cost  analysis to determine the cost of production.

Oil  Pump  Project


                                      -17-
<PAGE>
The  major advantages of the Rand Cam design are the small size, ability to have
multiple  pressures  in one pump and being able to turn off one half of the pump
when  a  predetermined  RPM  has  been  achieved  to  save  on fuel consumption.

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.

Residential  Cold  Turbine  Generator

On  July  12,  2001,  we  announced  that  Patrick  Badgley, a director and Vice
President,  has  completed  a  proposal to build a residential Cold Turbine Rand
Cam(TM)  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(TM) power plant would
run  at  3600  rpm,  be  extremely quiet, only 18 inches in overall diameter and
would weigh 110 lbs.  We are currently seeking a potential joint venture partner
to  finance  this  project

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. rights to the Hydrogen Separator
Technology  which  is  owned  by  REGI  U.S.,  Inc.

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  also  have  an option to purchase an additional 50% interest in the Hydrogen
Separator  Technology for US$15,000,000 for a combination of cash and shares and
will  assign  a  5%  net  revenue  interest  to  GHM,  Inc.   Reg  has commenced
construction  of  a  prototype  and  will conduct a preliminary in-house test to
confirm  that  the  Hydrogen Separator Technology can economically convert water
into  hydrogen  and  oxygen.

Progress  Report  from  May  1,  2000  to  April  30,  2001

A  series of feasibility tests by Paul LaMarche on the Rand Cam air pump for the
Lumbar seat application in automobiles was completed and announced in September,
2000.  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.  Production costs and manufacturing techniques


                                      -18-
<PAGE>
are now underway and complete tests for the air pump are to be certified with an
independent  testing  lab  on  behalf  of  a  designated  licensee  initiating
certification  for a series of pre committed automotive customers for the lumbar
seat  actuators.

The  Rand  Cam  Canadian Patent No. 2,208,873 has been issued.  The term of this
patent  is  for  20 years from the date of application on December 12, 1995 (see
Item  1.  "Patents,  Trademarks,  Licenses,  Franchises,  Concessions,  Royalty
Agreements,  Labor  Contracts,  Including  Duration").

We entered into a 5-year license agreement with Coltec, Inc. wherein the Company
and  Coltec  have jointly agreed to participate in government sponsored research
and  development  programs  utilizing  our  proprietary Rand Cam(TM) technology.

Reg  Technologies,  Inc.  entered  into  an  agreement with GHM, Inc., a private
company  located in Maryland, to jointly purchase the rights to the H2O Hydrogen
Separator Technology consisting of a hydrogen separator based on a unique system
for  extracting  hydrogen  from  water.  We  will  own  a  50%  interest  to the
technology excluding the U.S. rights and REGI U.S., Inc. will own a 50% interest
in  the  U.S.  rights  to  the  H20  Hydrogen  Separator  Technology.

The  patent  for  the  European Axial Vane Rotary device and sealing system have
been  granted  on  January  10th,  2001  under number 0746071.  The Rand Cam(TM)
technology  relates  to  rotary  devices  of the axial vane type.  This new Rand
Cam(TM)  design  is  vastly improved over the existing Rand Cam(TM) Engine as it
eliminates  the transfer problems between the rotor and stator and no spark plug
is  required  after  start-up.  The  design  incorporates  eight  or  more vanes
resulting  in  sixteen  power  impulses  per revolution versus the original Rand
Cam(TM)  Engine  Patent that only incorporated two vanes resulting in four power
impulses.

We  announced  on  April  18,  2001  that  Robert Walter has been appointed Vice
President  of the "Generation of Hydrogen" patent application project, which was
recently acquired by Reg Technologies and REGI U.S., Inc. from the inventor, Dr.
George  Magaha.

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

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.


                                      -19-
<PAGE>
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.


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.

Availability  of  Raw  Materials
--------------------------------

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

Marketing  Strategy
-------------------


                                      -20-
<PAGE>
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.

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.  Other
Fuel  Cell  manufacturers  have expressed keen interest in our technology and we
are  currently developing special designs for each of these potential customers.

COLD  TURBINE - Four designs have been completed with ratings of 750 kW, 300 kW,
75  kW  and  25  kW  output.  We  are working to identify interested partners to
assist  in  the development of this new product.  The key to the Cold Turbine is
the Compressor Design incorporating the Winged Rotor and Multi-Piece Vanes.  The
marketing  effort  for  this product is equally split between the Government and
private  sectors.

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.  Negotiations  for
contracts  with  these  customers  are  currently  underway.

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,


                                      -21-
<PAGE>
This patent has been assigned to us. The patent to the original Rand Cam engine,
U.S.  Patent  4,401,070,  was  issued on August 30, 1983 to James McCann and the
marketing  rights  are  held  by  Rand  Energy.

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

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

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.


                                      -22-
<PAGE>
A  number of the new engine designs over the last decade have offered advantages
on  the  thermodynamics  front (e.g. more efficient use of energy through better
combustion,  better  heat  transfer, etc.).  In the case of the Rand Cam Engine,
its strong  point it believed to be in its mechanism, not in its thermodynamics.
Whether  or  not  the engine's mechanism alone will provide the competitive edge
necessary  to  result  in a marketable and successful product is unknown at this
time.

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

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


                                      -23-
<PAGE>
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 monthly rent for our portion of
this  office  space  is  $600.00  payable  to  SMR  Investment Ltd.  The present
facilities  are  believed to be adequate for meeting our needs for the immediate
future.  However  we  expect that we will likely acquire separate space when the
level  of  business  activity requires us to do so. We do not anticipate that we
will  have any difficulty in obtaining such additional space at favorable rates.
There  are  no  current  plans  to  purchase or lease any properties in the near
future.  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.  Paul LaMarche, our engineer for the
air  pump is located in Detroit, Michigan, and REGI U.S., Inc. has an office and
shop  facilities in a machine shop to conduct tests and development work for the
Rand  Cam  projects.

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  $11,530,624 and further losses are expected until we
complete  a  licensing  agreement  with a manufacturer and reseller. Our working
capital  deficit  is $1,235,830. Our only assets are our tangible and intangible
assets,  being patents and intellectual property rights, totaling $260,878 which
represents  99% 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  2001  compared  to  2000
--------------------------------

Results of operations was a net loss of $1,632,000 ($0.10 per share) for 2001 as
compared  to  net  income  of  $148,000  ($0.01  per  share)  for  2000.

No  revenues  from the sale or licensing of any technology were realized in 2001
or  2000.  A  number  of  license  agreements  have  been  initiated.


                                      -24-
<PAGE>
In  2000, we recognized a gain of $884,000 as a result of its subsidiary issuing
shares  outside  the  consolidated  group  for  cash  proceeds of $884,000 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 as compared to a gain of $288,000 in
2000  resulting  in  cash  proceeds  of $304,000. In 2001 a loss of $678,000 was
recognized  due  to  the  write-down of the AVFS rights and development costs as
compared  to  nil  in  2000.  Administrative  expenses  increased by $152,000 to
$657,000  in  2001 from $505,000 in 2000. This increase is a result of: investor
relations activities being increased by $249,000 to $402,000 in 2001 as compared
to  $153,000  in 2000 as result of share of REGI US, Inc. being transferred to a
service provider to settle debt totaling $83,000; professional fees decreased by
$42,000  to  $69,000  in 2001 as compared to $117,000 in 2000; secretarial wages
and  benefits  decreased by $39,000 to $33,000 in 2001 as compared to $72,000 in
2001  as  result of redeployment of staff to other companies. We paid $12,000 in
mineral  property  maintenance  fees  for  2001  and  2000.

Research  and  development  expenses  remained consistent with $498,000 spent in
2001  compared to $523,000 spent in 2000. The largest components of research and
development  are  prototype  development  costs of $121,000 compared to $147,000
spent  in  2000  and  technical  consulting  of  $219,000  compared to $190,000.
Technical  consulting continued to consist of Patrick Badgley and Paul LaMarche.

Fiscal  2000  compared  to  1999
--------------------------------

A  gain  of  $883,899,  as adjusted for US GAAP, was recorded in the 2000 fiscal
year  on  the issue by our subsidiary, REGI U.S., Inc. of our own shares outside
of  the consolidated group. This compared to a similarly adjusted lesser gain of
$81,048  in 1999.  The cash proceeds realized were $727,205 (156,689 received in
1999).

Administrative  expenses in 2000 were $505,169, down 21% from the $639,366 total
in  1999.  The  decrease  was  due  mainly to a lower level of business activity
relating  to  market development work. The major components contributing to this
decrease were lower investor relations expenses which dropped by 30% to $152,770
in  2000  from  $216,885  in  1999,  lower  telephone expenses of $7,862 in 2000
compared to $28,458 in 1999, decreased secretarial wages and benefits of $71,864
in  2000  compared  to  $88,591  in 1999, and lower office, printing and courier
expenses  which  dropped  from  $37,341  in  1999  to  $24,338  in  2000.

Balancing  these,  somewhat,  were  higher professional fees of $112,451 in 2000
compared  to  $68,317  in  1999, travel and promotion which increased to $10,885
from  $1,721  in  1999  and foreign exchange costs which rose to $11,354 in 2000
from  $1,889  the  previous  year  as  the  Canadian  dollar  weakened.

We  were  able  to  generate a net profit in 2000 under U.S. GAAP, which totaled
$148,090,  compared  to  the  loss  of  $929,866  recorded  in  1999.  The major
contributor  to  the  turnaround  was  the  increased gain on the issues of REGI
shares  described  above.

During  the fiscal year ended April 30, 2000, we derived most of its development
and  operating  capital  primarily  from  the  $288,115  in profits ($304,492 in
proceeds)  generated  as  a result of gains on the sale of marketable securities
(compared  to  no  such  profits received in fiscal 1999.  Proceeds from related


                                      -25-
<PAGE>
companies  rose to $131,858 in 2000 from $1.024in the previous year, an increase
of  $130,834.  Cash  proceeds  of  $727,205 was received by a subsidiary issuing
shares  for  cash.

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


                                      -26-
<PAGE>
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  2001  compared  to  2000
--------------------------------

During  the fiscal year ended April 30, 2001, we derived most of our development
and  operating  capital  primarily  from  the  $80,506  in  profits  ($89,129 in
proceeds)  generated  as  a result of gains on the sale of marketable securities
(compared  to $304,492 received in fiscal 2000). Proceeds from related companies
rose  to  $489,311  in  2001  from  $134,858  the  previous year, an increase of
$357,453.

During  the  year, we raised a further $250,000, pursuant to a private placement
of  500,000  units  at  $0.50  per  unit.  These  units  were issued in January,
2001.Each  unit consisted of one share and one warrant to acquire one additional
share  at $0.60 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  $0.60  per share may be exercised to net $300,000 and options
with respect to 1,385,000 shares at prices between $0.40 and $0.52 per share may
be  exercised  to  net  $618,200,  if  exercised.

Our  subsidiary  issued  shares  and  raised $110,635 in 2001 compared to nil in
2000.

We  redeemed  convertible  debentures  totaling  $74,000  in  2001.

Our  investment  in  research and development activities totaled $650,575 during
the  2001  fiscal  year,  up  26% from the $523,057 spent during the 2000 fiscal
year.

Fiscal  2000  compared  to  1999
--------------------------------

During  the fiscal year ended April 30, 2000, we derived most of our development
and  operating  capital  primarily  from  the  $288,115  in profits ($304,492 in
proceeds)  generated  as  a result of gains on the sale of marketable securities
(compared  to  no  such  profits  received  in  fiscal 1999, and the $727,205 of


                                      -27-
<PAGE>
proceeds  on issuance of our subsidiary's shares, (compared to $156,692 received
in  fiscal 1999).  Proceeds from related companies rose to $131,858 in 2000 from
$1,024  the  previous  year,  an  increase  of  $130,834.

We  issued  no  additional  common  shares  during  the  year.

Our  investment  in  research and development activities totaled $523,000 during
the  2000  fiscal  year,  up  27% from the $411,000 spent during the 1999 fiscal
year.

At  fiscal 2000 year-end, current assets stood at $167,157, compared to $152,704
at  the  end  of  1999.  Current liabilities decreased slightly to $569,464 from
$564,633  in  1999  as  the  decrease  in  the amount of accounts payable nearly
equalled  the increase in amounts due to related companies.  As a results of the
minimal year-to-year changes in both current assets and current liabilities, the
working  capital  deficit decreased by about 2% to a negative $402,307 in fiscal
2000  from  a  negative  $411,929  at  the  end  of  1999.  Shareholders' equity
increased  to $266,872 at fiscal 2000 year-end up 178% from $95,965 in 1999 as a
result  of  positive  earnings.  All  figures  are  reported  under  U.S.  GAAP.

At  fiscal 2001 year-end, current assets stood at $1,565 compared to $167,157 at
the  end  of 2000.  Current liabilities increased to $1,237,394 from $561,464 in
2000.  As  a  result  of  the  year-to-year  changes  in both current assets and
current  liabilities,  the  working capital deficit increased to $(1,235,830) in
fiscal  2001  from a negative $402,307 at the end of 2000.  Shareholders' equity
decreased  to  $1,085,587  at  fiscal  2001. All figures are reported under U.S.
GAAP.

Our  cash position has decreased by $175,135 to negative $20,422 and our working
capital  deficit,  as  at  April  30,  2001  is  $1,235,030.


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  $1,021,796  on  research  and
development.


D.     TREND  INFORMATION

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


                                      -28-
<PAGE>
ITEM  6.     DIRECTORS,  SENIOR  MANAGEMENT  AND  EMPLOYEES

A.             DIRECTORS,  SENIOR  MANAGEMENT  AND  EMPLOYEES

As of April 30, 2001, 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,  2001.

<TABLE>
<CAPTION>
Name               Position with Registrant      Term of Office       Office Held Since
-----------------  ------------------------  -----------------------  -----------------
<S>                <C>                       <C>                      <C>
John G. Robertson  President and Director    Annual Shareholders                   1982
                                             Meeting in 2001
Jennifer Lorette   Secretary and Vice        Annual Shareholders                   2001
                   President of              Meeting in 2001
                   Administration and
                   Director
Patrick Badgley    Director                  Annual Shareholders                   1993
                                             meeting for fiscal 2001
Susanne Robertson  Director                  Annual Shareholders                   1984
                                             meeting for fiscal 2001
</TABLE>

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 Canadian 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.


                                      -29-
<PAGE>
Jennifer  Lorette,  Richmond, B.C. - Since April 1994, Ms. Lorette has been Vice
----------------------------------
President  of  Administration  for Reg Technologies, Inc., and recently became a
director.  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.  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,  Indiana   Mr.  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, 2001 we and our subsidiary paid $233,373 in
compensation  to  directors  and officers as a group. Total compensation paid to
all  employees  was  $287,787  .

During the year ended April 30, 2000, 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$12,000 and US$36,000.

Under  a  three-year Management Agreement entered into on May 1, 1996 between us
and SMR Investments Ltd. ("SMR"), and approved by the CDNX, 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.


                                      -30-
<PAGE>
$12,000 was paid to our President, John G. Robertson, as a director's fee during
the  past  fiscal  year.

US$8,000  per  month  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,
2001  to  provide  pension,  retirement  or similar benefits for our officers or
directors.

During  the  fiscal  year  ended  April 30, 2001, we did not grant any long-term
incentive plans awards to any of our executive officers, directors or employees.

Additional  detailed  information  regarding  compensation  is  included  in the
Information  Circular  for our 2001 annual general meeting, which is included as
an  exhibit  to  this  20-F  annual report and incorporated herein by reference.

During  the  fiscal  year  ended  April 30, 2001 stock options were granted on a
total  of  100,000  common  shares  pursuant  to  stock  option  plans.

Total  options currently exercisable at the date of this 20-F are 1,385,000.  Of
the  total  amount, 850,000 are exercisable at $0.40 per shares expiring October
11,  2005,  and  535,000  are  exercisable  at $0.52 per share on April 1, 2004.

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  $          0.40     11-24-03
Jennifer Lorette                   50,000  $          0.52     04-01-04
Susanne Robertson                 250,000  $          0.52     04-01-04
Patrick Badgley                   100,000  $          0.52     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  $          0.40     11/10/05
Gordon Friesen               75,000  $          0.40     11/10/05
Gordon Friesen               75,000  $          0.52     04/04/01
Tammy Dal Santo              10,000  $          0.52     04/04/01
Paul LaMarche                50,000  $          0.52     04/04/01
TOTAL:                      235,000


                                      -31-
<PAGE>
Additional  detailed  information  regarding  options  on  our  common  stock is
included  in the Information Circular for our 2001 annual general meeting, which
is  included as an exhibit to this 20-F annual report and incorporated herein by
reference.

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 October 29,
2001,  that,  providing  the directors nominated are elected by the shareholder,
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, 2001, we employed two full-time contractors and four  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  August  31,  2001:

<TABLE>
<CAPTION>
                       Number of shares issued and
Shareholder                    outstanding          Percentage ownership (1)
---------------------  ---------------------------  ------------------------
<S>                    <C>                          <C>
John G. Robertson (2)                    1,880,169                    11.34%
Jennifer Lorette (3)                        58,400                        *
Susanne Robertson (4)                    2,525,536                    15.23%
Patrick Badgley                                nil                        *
</TABLE>


                                      -32-
<PAGE>
     (1)  as  at  August  31, 2001, there were 16,578,371 issued and outstanding
          common  shares.
     (2)  Includes  523,000  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.
     (4)  SMR  Investments Ltd., a company wholly-owned by Susanne Robertson, is
          the beneficial owner of 1,963,061 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.

*  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 August 31, 2001 16, 578,371 Common Shares were outstanding. At such date,
and to the knowledge of our directors and senior officers, the following persons
beneficially  own shares carrying more than 10% of the voting rights attached to
all  our  shares:


                                                               PERCENTAGE OF
                                   NO. OF COMMON SHARES         OUTSTANDING
      NAME OF SHAREHOLDER                  OWNED               COMMON SHARES

      Susanne M. Robertson (1)           2,275,536                 13.73%

1)   SMR  Investments  Ltd., a company wholly-owned by Susanne Robertson, is the
     beneficial  owner  of  1,963,061  common  shares representing 11.84% of our
     outstanding  common  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 Canadian 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.


                                      -33-
<PAGE>
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 2001, 2000 and 1999, and rent of $6,000 in each of fiscal years 2001, 2000
and  1999.  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  2001,  2000  and  1999.

We  had  related  party  advances  outstanding  of  $489,311  at  the April 2001
year-end,  compared  to  $131,858  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. 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, 2001 there was no material direct or
indirect  interest  by  our  directors  and  officers,  any  shareholder  who
beneficially  owns more than 10% of our common shares, or any known associate or
affiliate of these persons in any transactions or proposed transaction which has
or  would  materially  affect  us.

At  no time during the fiscal year ended April 30, 2001 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.


                                      -34-
<PAGE>
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") and its
successor,  the Canadian Venture Exchange (the "CDNX") (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 during the last two fiscal
years  ended  April  30  were  as  follows:

                                 Period      High     Low       Close
                                 ------      ----     ---       -----
   2000
   ----
        1st Quarter ended        7/31/99     0.67     0.35      0.65
        2nd Quarter ended       10/31/99     0.65     0.36      0.58
        3rd Quarter ended        1/31/00     0.56     0.33      0.42
        4th Quarter ended        4/30/00     1.40     0.37      0.55
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

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

Month                  High             Low
2001, August           $0.30           $0.17
2001, July             $0.24           $0.17
2001, June             $0.25           $0.17
2001, May              $0.25           $0.20
2001, April            $0.33           $0.23
2001, March            $0.38           $0.25


ITEM  10.     ADDITIONAL  INFORMATION

A.             Share  Capital

Not  applicable.


                                      -35-
<PAGE>
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.

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.


                                      -36-
<PAGE>
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 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


                                      -37-
<PAGE>
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.

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.


                                      -38-
<PAGE>
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 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
    ---------------------------------------

          Other  Exhibits
          ---------------

               Notice  of  Annual  General  Meeting

               Information  Circular

               Instrument  of  Proxy



                                      -39-
<PAGE>
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: September 17, 2001                    By:    /s/  John G. Robertson
       ------------------                           ----------------------------
                                                    John  G.  Robertson
                                                    President/Director



                                      -40-
<PAGE>
                                  EXHIBIT INDEX
                                                                            PAGE
Exhibits  filed  herewith
-------------------------

          Material  contracts  not  made  in  the  ordinary  course of business.
          ----------------------------------------------------------------------

               Agreement made as of October 27, 2000 with GHM Inc. regarding 50%
               interest in the rights to the hydrogen separator technology . .61

3   Listing  of  parents  and  subsidiaries . . . . . . . . . . . . . . . . . 66
    ---------------------------------------

          Other  Exhibits
          ---------------

               Notice  of  Annual  General  Meeting . . . . . . . . . . . . . 67

               Information  Circular . . . . . . . . . . . . . . . . . . . . .69

               Instrument  of  Proxy . . . . . . . . . . . . . . . . . . . . .77


          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


                                      -41-
<PAGE>
                    Contract  for  development  of  the Rand-Cam Diesel Aircraft
                    Engine
                             ______________________

          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  Air  Manufacturing  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
            ------------------------------


                                      -42-
<PAGE>
               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 20-F Annual Report for the fiscal
          ----------------------------------------------------------------------
            year  ended  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


                                      -43-
<PAGE>
          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



                                      -44-
<PAGE>






                              REG TECHNOLOGIES INC.
                        Consolidated Financial Statements
                               For the Years Ended
                             April 30, 2001 and 2000






                                      -45-
<PAGE>
MANNING ELLIOTT                         |  11th floor, 1050 West Pender Street
                                        |  Vancouver, BC, Canada V6E 3S7
                                        |  Phone: 604.714.3600 Fax: 604.714.3669
CHARTERED PUBLIC ACCOUNTANTS            |  Web:  manningelliot.com

                                AUDITORS' REPORT

To the Shareholders of
Reg Technologies Inc.

We  have  audited the consolidated balance sheets of Reg Technologies Inc. as at
April 30, 2001 and 2000, 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
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, 2001 and
2000,  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.



/s/ Manning Elliott

CHARTERED ACCOUNTANTS

Vancouver, B.C.

September 6, 2001


                            COMMENTS BY AUDITORS FOR
                U.S. READERS ON CANADA - U.S. REPORTING CONFLICT

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  6, 2001 is expressed in accordance with Canadian
reporting standards which do not permit a reference to such uncertainties in the
auditors'  report  when  the  uncertainties  are  adequately  disclosed  in  the
financial  statements.



/s/ Manning Elliott

CHARTERED ACCOUNTANTS

Vancouver, B.C.

September 6, 2001


                                      -46-
<PAGE>
REG TECHNOLOGIES INC.
Consolidated Balance Sheets
As at April 30, 2001 and 2000

                                                        2001         2000
                                                         $            $

ASSETS
Current Assets
  Cash                                                      -      154,713
  Accounts receivable                                   1,446        3,822
  Marketable securities                                     -        8,623
  Prepaid expense                                         119            -
---------------------------------------------------------------------------

                                                        1,565      167,158
Capital Assets [Note 4]                               848,484    1,365,971
Development Costs [Schedule]                        8,590,313    7,911,092
---------------------------------------------------------------------------
                                                    9,440,362    9,444,221
===========================================================================
LIABILITIES
Current Liabilities
  Cheques issued in excess of funds on deposit         20,422            -
  Accounts payable and accruals                       727,662      437,606
  Due to related companies [Note 10]                  489,311      131,858
---------------------------------------------------------------------------
                                                    1,237,395      569,464
Convertible Debentures [Note 5]                             -       74,000
Non-controlling Interest [Note 8]                   2,412,717    3,094,305
Subscriptions for Shares of Subsidiary [Note 7]       110,635            -
---------------------------------------------------------------------------
                                                    3,760,747    3,737,769
---------------------------------------------------------------------------

SHAREHOLDERS' EQUITY
Capital Stock [Note 6]                             10,392,920   10,142,920
Accumulated Foreign Exchange Gain [Note 3]            497,151      320,722
Deficit                                            (5,210,456)  (4,757,190)
---------------------------------------------------------------------------
                                                    5,679,615    5,706,452
---------------------------------------------------------------------------
                                                    9,440,362    9,444,221
===========================================================================
Contingency  [Note  2]
Approved by the Board  "John G. Robertson"           "Jennifer Lorette"
                       ---------------------------   -------------------------
                       John G. Robertson, Director   Jennifer Lorette, Director


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


                                      -47-
<PAGE>
<TABLE>
<CAPTION>
REG TECHNOLOGIES INC.
Consolidated Statements of Operations and Deficit
For the Years Ended April 30, 2001 and 2000


                                                                    2001         2000
                                                                     $            $
<S>                                                             <C>           <C>
Administrative Expenses
  Amortization - computers and office equipment                       2,918        2,594
               - goodwill [Note 4]                                   25,175       25,174
  Bank charges and interest                                           6,685       13,703
  Foreign exchange                                                   13,146       11,354
  Investor relations - advertising                                   60,936       77,058
  Investor relations - consulting                                   313,665       53,049
  Management and directors fees                                      42,000       42,000
  Mineral property maintenance expenses                              12,083            -
  Office, printing and couriers                                      22,348       24,338
  Professional fees                                                  69,456      112,451
  Regulatory fees                                                    30,344       47,763
  Rent                                                               16,838       33,148
  Royalty                                                             4,565        4,410
  Secretarial wages and benefits                                     32,662       71,864
  Telephone                                                           5,513        7,862
  Travel and promotion                                                  638       10,885
  Less interest income                                                 (568)      (2,150)
-----------------------------------------------------------------------------------------
Net Loss Before Other Items                                        (658,404)    (535,503)
Other Items
  Write-off of AVFS intellectual property and development costs    (678,562)           -
  Gain on payables written-off                                       35,380            -
  Gain on sale of marketable securities [Note 10[c]]                 80,506      288,115
  Gain on sale of subsidiaries shares                                32,907            -
  Gain on issue by subsidiary of its own shares
    outside the consolidated group [Note 8[a]]                        2,283      662,138
  Non-controlling interest adjustment [Note 8[b]]                   732,624     (165,218)
-----------------------------------------------------------------------------------------
Net Earnings (Loss) for the Year                                   (453,266)     249,532
Deficit - Beginning of Year                                      (4,757,190)  (5,006,722)
-----------------------------------------------------------------------------------------
Deficit - End of Year                                            (5,210,456)  (4,757,190)
=========================================================================================

Earnings (Loss) per Share - weighted average basis                     (.03)         .02
=========================================================================================

Weighted average number of shares outstanding                    16,245,000   16,078,000
=========================================================================================

(The accompanying notes are an integral part of the financial statements)
</TABLE>


                                      -48-
<PAGE>
<TABLE>
<CAPTION>
REG TECHNOLOGIES INC.
Consolidated Statements of Cash Flows
For the Years Ended April 30, 2001 and 2000

                                                                    2001        2000
                                                                     $           $
<S>                                                              <C>         <C>
Operating Activities
  Net earnings (loss) for the year                                (453,266)    249,532

  Items not involving cash
    Services paid by issuing shares of subsidiary                   83,132           -
    Amortization                                                    28,093      27,768
    Non-controlling interest                                      (732,624)    165,218
    Gain on issue by subsidiary of its own shares                   (2,283)   (662,138)
    Gain on payables written-off                                   (35,380)          -
    Gain on sale of marketable securities                          (80,506)   (288,115)
    Gain on sale of subsidiaries shares                            (32,907)          -
    Write-off of intellectual property and developmental costs     678,562           -
---------------------------------------------------------------------------------------
                                                                  (547,179)   (507,735)
  Change in non-cash working capital items
    Accounts receivable                                              2,376       2,802
    Accounts payable                                               325,436    (126,004)
    Prepaid expenses                                                  (119)          -
---------------------------------------------------------------------------------------
Cash to Operating Activities                                      (219,486)   (630,937)
---------------------------------------------------------------------------------------
Financing Activities
  Shares issued for cash                                           250,000           -
  Proceeds from related companies                                  357,453     130,834
  Proceeds on subsidiary's shares issued                                 -     727,205
  Proceeds on sale of marketable securities                         89,129     304,492
  Subscriptions received                                           110,635           -
  Redemption of convertible debentures                             (74,000)          -
---------------------------------------------------------------------------------------
                                                                   733,217   1,162,531
---------------------------------------------------------------------------------------
Investing Activities
  Development costs - net of amortization                         (630,446)   (508,794)
  Acquisition of computers and office equipment                       (309)     (8,069)
  Patent protection costs                                          (47,696)    (35,584)
---------------------------------------------------------------------------------------
                                                                  (678,451)   (552,447)
---------------------------------------------------------------------------------------
Translation Adjustments                                            (10,415)     54,486
---------------------------------------------------------------------------------------
Increase in Cash During the Year                                  (175,135)     33,633
Cash (Deficiency) - Beginning of Year                              154,713     121,080
---------------------------------------------------------------------------------------
Cash - End of Year                                                 (20,422)    154,713
=======================================================================================

(The accompanying notes are an integral part of the financial statements)
</TABLE>


                                      -49-
<PAGE>
<TABLE>
<CAPTION>
REG TECHNOLOGIES INC.
Consolidated Schedule of Deferred Development Costs
To April 30, 2001

                                                                 Incurred
                                                       2000     during the      2001
                                                    Cumulative     year      Cumulative
                                                         $           $            $
<S>                                                 <C>         <C>          <C>
Amortization of patents and intellectual property      360,079       77,768    437,847
Consulting                                             845,516      241,632  1,087,148
Management                                             465,600       58,550    524,150
Market development                                     376,309        5,251    381,560
Overhead                                               303,882       34,049    337,931
Professional fees                                      229,917        4,183    234,100
Prototype design and construction                    4,295,765      234,135  4,529,900
Reports                                                 75,917        1,252     77,169
Salaries                                               610,274       10,918    621,192
Travel and promotion                                   469,263       11,483    480,746
--------------------------------------------------------------------------------------
                                                     8,032,522      679,221  8,711,743
Less: Government assistance                            121,430            -    121,430
--------------------------------------------------------------------------------------
                                                     7,911,092      679,221  8,590,313
======================================================================================

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 $630,446.

(The accompanying notes are an integral part of the financial statements)
</TABLE>


                                      -50-
<PAGE>
REG  TECHNOLOGIES  INC.
Notes  to  the  Consolidated  Financial  Statements
For the Years Ended April 30, 2001 and 2000

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 51.4%
     interest in REGI US, Inc., a U.S. public company listed on the OTC Bulletin
     Board  in  the  United  States.


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(TM)/Direct
     Charge  Engine  and other RandCam(TM) 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.

     The  Company  and  REGI  US,  Inc.  owns  the  world-wide  marketing  and
     intellectual  rights  to  an Air/Vapor Flow System ("AVFS"); however, these
     rights  were  written-off  during  the  year.

     In  October  2000,  the  Company entered into an agreement with GHM Inc., a
     privately  owned  company located in Maryland, to acquire a 50% interest in
     the rights to the H2O hydrogen separator technology. The hydrogen separator
     is  based on a unique system for extracting hydrogen from water. REGI U.S.,
     Inc  will own the U.S. rights and the Company will own the worldwide rights
     excluding  the U.S. In consideration for these rights, the Company has paid
     US$1,000  and  has  applied  for  a  patent  in  the  U.S. for the hydrogen
     separator  technology.  The  Company  is  also  building a prototype of the
     hydrogen separator technology as designed by GHM. The Company has an option
     to purchase an additional 50% interest in the hydrogen separator technology
     for  US$15 million in a combination of cash and shares and will assign a 5%
     net  revenue  interest  to GHM, Inc. The Company and REGI US will each fund
     further  development  of  this  technology.

     These  financial  statements  have  been  prepared  on the basis of a going
     concern,  which contemplates the realization of assets and the satisfaction
     of  liabilities  in  the  normal  course  of  business. The Company has not
     generated  any  revenues  from the sale or licensing of The RC/DC Engine or
     related applications or achieved operational profitability since inception.
     The  Company's activities are in the development stage and additional costs
     for  the  further  advancement and application diversification of The 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
     5,257,900  shares  of  REGI  U.S.  Inc.,  a U.S. company trading on the OTC
     Bulletin  Board,  which shares had a value of approximately US$1,235,000 as
     of  September  11,  2001. The Company can sell up to 100,000 shares of REGI
     US,  Inc.,  being  1%  of  the  issued  shares,  during  any 90 day period.

3.   SIGNIFICANT  ACCOUNTING  POLICIES

     [a]  Goodwill  on  consolidation

          Goodwill  represents the excess of the original purchase consideration
          paid  for  Rand  Energy  Group  Inc.  over  fair  market  value of net
          identifiable assets acquired and contingent consideration paid, and is
          amortized  on  a  straight-line  basis  over twenty years. Goodwill is
          evaluated  in  each reporting period to determine if there were events
          or  circumstances which would indicate a possible inability to recover
          the  carrying  amount.


                                      -51-
<PAGE>
REG  TECHNOLOGIES  INC.
Notes  to  the  Consolidated  Financial  Statements
For the Years Ended April 30, 2001 and 2000

3.   SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

     [b]  Development  costs

          Costs  incurred  by the Company in development of The RC/DC Engine and
          related  applications  are  capitalized  as  incurred.  Costs  will be
          amortized over the estimated useful life of specific licensed products
          or  rights  following  commencement  of  commercial  activity,  or
          written-off  should  The RC/DC Engine and/or AVFS be determined not to
          be  commercially  viable.  The  AVFS rights and development costs were
          written-off  during  the  year.

     [c]  Capital  assets

          Costs  to  register  and  protect  patents  are  capitalized. Costs to
          acquire  intellectual property such as technological rights and design
          drawings  are  capitalized. Costs of patents and intellectual property
          are being amortized to development costs on a straight-line basis over
          20  years  or  written-off  should  The  RC/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]  Translation  of  foreign  currency  transactions  and  balances

               Revenue, expenses and non-monetary balance sheet items in foreign
               currencies  are  translated  into Canadian dollars at the rate of
               exchange  prevailing  on  the transaction dates. Monetary balance
               sheet  items are translated at the rate prevailing at the balance
               sheet  date.  The  resulting exchange gain or loss is included in
               operations.

          [ii] Translation  of  foreign  subsidiary  balances

               Assets  and  liabilities  of  REGI  US,  Inc. are translated into
               Canadian  dollars  at  the rates of exchange on the balance sheet
               date.  The  foreign subsidiary's operating results are translated
               into  Canadian  dollars  using  the average exchange rate for the
               year with any translation gain or loss deferred and included as a
               separate  component  of  shareholders'  equity.

               The  accumulated  foreign  exchange  gain,  totalling $497,151 to
               April 30, 2001, is a result of translating assets and liabilities
               at  the  rate  of  exchange  on April 30, 2001 as compared to the
               exchange  rate  accumulated  from  the inception of REGI US, Inc.

          [f]  Use  of  estimates

               The  preparation  of  financial  statements  in  conformity  with
               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.


                                      -52-
<PAGE>
REG  TECHNOLOGIES  INC.
Notes  to  the  Consolidated  Financial  Statements
For the Years Ended April 30, 2001 and 2000

4.   CAPITAL  ASSETS

     Capital  assets  include tangible and intangible assets stated at cost less
     accumulated  amortization.

<TABLE>
<CAPTION>
                                                                        2001       2000
                                                       Accumulated    Carrying   Carrying
                                            Cost      Amortization     Value      Value
                                             $              $            $          $
<S>                                     <C>           <C>            <C>        <C>
Tangible
    Computer equipment                        97,952         93,610      4,342       7,422
------------------------------------------------------------------------------------------
  Intangible
    Goodwill                                 503,494        193,006    310,488     335,663
    RC/DC Engine rights and related
       patent protection costs               792,654        280,010    512,644     504,757
    AVFS rights and related
       patent protection costs               113,855        104,746      9,109     518,128
    Mineral resource properties                    1              -          1           1
    Hydrogen separator technology and
       related patent protection costs        12,201            301     11,900           -
------------------------------------------------------------------------------------------
                                           1,422,205        578,063    844,142   1,358,549
------------------------------------------------------------------------------------------
                                           1,520,157        671,673    848,484   1,365,971
==========================================================================================
</TABLE>

     In  October  2000,  the  Company entered into an agreement with GHM Inc., a
     privately  owned  company located in Maryland, to acquire a 50% interest in
     the rights to the H2O hydrogen separator technology. The hydrogen separator
     is  based  on a unique system for extracting hydrogen from water. REGI will
     own the U.S. rights and the Company will own the worldwide rights excluding
     the  U.S.  In consideration for these rights, the Company has paid US$1,000
     and  has  applied  for  a  patent  in  the  U.S. for the hydrogen separator
     technology.  The  Company  is  also  building  a  prototype of the hydrogen
     separator  technology  as  designed  by  GHM.  The Company has an option to
     purchase  an  additional  50% interest in the hydrogen separator technology
     for  US$15 million in a combination of cash and shares and will assign a 5%
     net  revenue  interest  to  GHM,  Inc.

     See  Note  11  regarding  royalty commitments.

5.   CONVERTIBLE  DEBENTURES

     REGI  US,  Inc. issued three year, 8 % interest, convertible debentures and
     raised  US$50,000.  The  8  % interest was paid annually and the debentures
     were  convertible into REGI US, Inc. shares at US$1.75 to June 15, 2000. In
     the  event  the  shares  were  trading  below  US$2.00 per share during any
     consecutive  ten  trading  days  during  the  last  month  the  convertible
     debentures  would  have  been  exercisable  at  20%  below the said ten-day
     average.  The  maturity  date was June 15, 2000. REGI US, Inc. redeemed the
     debentures  on  their  maturity.


                                      -53-
<PAGE>
REG  TECHNOLOGIES  INC.
Notes  to  the  Consolidated  Financial  Statements
For the Years Ended April 30, 2001 and 2000

6.   CAPITAL  STOCK

     Authorized:

          30,000,000     Common shares without par value
          10,000,000     Preferred shares with a $1 par value, redeemable for
                         common shares on the basis of 1 common share for 2
                         preferred shares
           5,000,000     Class A non-voting shares without par value. Special
                         rights and restrictions apply.

                                                                       Value
     Common shares issued:                                   #           $
          April 30, 1999 and April 30, 2000             16,078,371  10,142,920
              Issued during the year for cash:
                  Private placement                        500,000     250,000
--------------------------------------------------------------------------------
              April 30, 2001                            16,578,371  10,392,920
================================================================================

     [a]  Escrowed  shares

          93,750  shares  are held in escrow, the release of which is subject to
          the  direction  and  determination  of  regulatory  authorities.

     [b]  Stock  option  activity

          April 30,                               April 30,
            2000     Price   Granted  Cancelled     2001
              #        $        #         #           #      Expiry Date

            680,000    0.52        -   (145,000)    535,000  April 1, 2004
            750,000   0.40*        -          -     750,000  October 11, 2005
                  -    0.40  100,000          -     100,000  October 11, 2005
          ---------          -------  ----------  ---------
          1,430,000          100,000   (145,000)  1,385,000
          =========          =======  ==========  =========


     *  Price  reduced  from  $0.71  on  October 11, 2000 and expiry extended to
     October  11,  2005.

[c]  Private  placements

     The  Company  closed  its  private placement of 500,000 units at a price of
     $0.50 per unit raising an aggregate of $250,000. Each unit consisted of one
     common  share  and  one  share  purchase warrant to purchase one additional
     common  share  at  a price of $0.60 per share for one year from the date of
     subscription.  Accordingly,  on January 4, 2001, the Company issued 500,000
     common  shares  in  relation  to  this  private  placement, and also issued
     500,000  share  purchase  warrants  expiring between September 14, 2001 and
     October  23,  2001.


                                      -54-
<PAGE>
REG  TECHNOLOGIES  INC.
Notes  to  the  Consolidated  Financial  Statements
For the Years Ended April 30, 2001 and 2000

7.   CAPITAL  STOCK  ACTIVITY  OF  REGI  US,  INC.

                                                  Value
     Common shares issued:                          #          US$

     April 30, 1999                             9,348,300   3,901,447
         Issued during the year for cash          869,435     656,409
     Less financing fee                           (47,608)
---------------------------------------------------------------------
     April 30, 2000                            10,217,735   4,510,248
         Warrants exercised                         4,000       2,000
         232,000 paid for but unissued shares           -      72,000
---------------------------------------------------------------------
       April 30, 2001                          10,221,735   4,584,248
=====================================================================

     [a]  5,257,900 shares, having an approximate undiscounted fair market value
          as  at  September  11,  2001 of US$1,235,000, 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.

     [c]  A total of 830,767 shares are reserved for the exercise of warrants at
          US$1.00  per  share  expiring  in  August  2001.

     [d]  Private  Placement

     REGI  US, Inc. raised US$74,000 and will issue 236,000 units at US$0.30 per
     unit.  Each  unit  will  contain  one  share and one warrant to acquire one
     additional  share  at  US$0.40  per  share  if  exercised  in  year  one.
     Subsequently,  REGI  U.S., Inc. has raised an additional US$86,300 and will
     issue  a  further  298,333  units  at  $0.30  per  unit.

8.   NON-MONETARY  TRANSACTIONS

     [a]  Gain  on  shares  issued

          During  fiscal  2001 and 2000, REGI US, Inc. issued shares outside the
          consolidated  group  for  cash  proceeds.  These issuances effectively
          reduced Rand Energy Group Inc.'s interest in REGI US, Inc. from 52.48%
          to 52.46% in 2001 and from 57.4% to 52.48% in 2000 which resulted in a
          deemed  gain  on  sale  of  subsidiary's  shares  as  follows:

<TABLE>
<CAPTION>
                                                                                2001         2000
                                                                                 $
<S>                                                                          <C>          <C>
       Cash proceeds on issuance of shares                                        3,094     883,900
       Less net book value of interest deemed sold                                 (811)   (221,762)
----------------------------------------------------------------------------------------------------
       Monetary Gain                                                              2,283     662,138
====================================================================================================


                                      -55-
<PAGE>
REG  TECHNOLOGIES  INC.
Notes  to  the  Consolidated  Financial  Statements
For the Years Ended April 30, 2001 and 2000

8.   NON-MONETARY  TRANSACTIONS  (CONTINUED)

     [b]  Non-controlling  interest
                                                                                  2001        2000
                                                                                    $          $
       Non-controlling interest - beginning of year                           3,094,305   2,707,325
       Non-controlling interest - end of year                                 2,412,717   3,094,305
----------------------------------------------------------------------------------------------------
       Increase (Decrease) in non-controlling interest                         (681,588)    386,980
====================================================================================================

       Components of the increase (decrease) in non-controlling interest:

       [i]   non-controlling interest in subsidiaries' net results
             of operations                                                     (732,624)    165,218
      [ii]   net book value of REGI US, Inc. deemed sold [Note 8[a]]                811     221,762
     [iii]   net book value of REGI US, Inc. shares sold to settle debt          50,225           -
----------------------------------------------------------------------------------------------------
                                                                               (681,588)    386,980
====================================================================================================
</TABLE>

9.   LOSSES  AND  DEDUCTIONS  FOR  TAX  PURPOSES

     The  Company  and  Rand Energy Group Inc. have combined Canadian income tax
     losses  of  approximately $4,747,000 which are available to reduce Canadian
     taxable  income  of  future  years.  The  losses  expire  as  follows:

                            $                          $
               2002     1,902,000          2006     409,000
               2003       987,000          2007     229,000
               2004       402,000          2008     428,000
               2005       390,000

     The  Company's  US subsidiary, REGI US, Inc., has U.S. income tax losses of
     US$4,792,000  which  are  available to reduce U.S. taxable income of future
     years.  The  losses  expire  as  follows:

                            US$                       US$
               2008        23,000          2013     605,000
               2009       393,000          2014     417,000
               2010     1,007,000          2015     429,000
               2,011      792,000          2016     605,000
               2012       521,000

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


10.  RELATED  PARTY  BALANCES  AND  TRANSACTIONS

     [a]  The  Company  shares  office space, staff and service providers with a
          number  of  private  and  public  companies  with several directors in
          common.

     [b]  The  amounts  owing  to  or  from  related  companies  are  unsecured,
          non-interest  bearing  and  due  on  demand.

     [c]  The  Company  sold  29,800  shares  of  an  affiliated publicly listed
          company  for  proceeds  of  $89,129  resulting  in  a gain of $80,506.


                                      -56-
<PAGE>
REG  TECHNOLOGIES  INC.
Notes  to  the  Consolidated  Financial  Statements
For the Years Ended April 30, 2001 and 2000

11.  COMMITMENTS

     [a]  In  connection  with  the acquisition of REGI the Company may have the
          following  obligations:

          [i]  a  further  150,000  shares  may be issued, subject to regulatory
               approval, when an independent market assessment report confirming
               the  Beta  version of The RC/DC Engine has commercial or military
               applications;

          [ii] a  further  250,000  shares  may be issued, subject to regulatory
               approval,  upon signing of a contract to build and sell The RC/DC
               Engine  or  the  execution  of  a  license  agreement  with  an
               independent  company;

          [iii]A  participating  royalty  is  to  be paid to the inventor to a
               maximum amount of $10,000,000. The participating royalty is to be
               paid  in minimum annual instalments of $50,000 per year beginning
               on  the  date  the first revenues are derived from the license or
               sale  of  the patented technology and after shares are issued per
               above.  As  part of the minimum payment, the Company is to pay 5%
               of  all  net  profits  from  sales, licenses, royalties or income
               derived  from  the  patented  technology.

          [iv] Pursuant  to  a letter of understanding between the Company, REGI
               US  and REGI (collectively called the grantors) and West Virginia
               University Research Corporation (WVURC), the grantors have agreed
               that  WVURC  shall  own  5%  of  all patented technology and will
               receive  5% of all net profits from sales, licenses, royalties or
               income  derived  from  the  patented  technology.

          [v]  1%  net  profit royalty will be payable to a director on all U.S.
               based  sales.

     [b]  In  connection  with  the maintenance and continuation of ownership of
          the  AVFS rights the Company is obligated to pay $6,000 per quarter to
          the  inventor  of  the  AVFS  technology.

     [c]  See  Note  4  for  obligations  pursuant  to the exercise of an option
          agreement  to  increase  the  Company's  ownership  in  the  hydrogen
          separator  technology  to  100%.

12.  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]  Development  costs

          Development  costs,  under  Canadian  accounting  principles,  may  be
          deferred,  until  the  processes reach commercial production, at which
          time they are amortized on a systematic basis by reference to the sale
          or use of the processes, or until the project is sold or abandoned, at
          which  time  the  costs  are  written-off.

          Under  U.S.  accounting principles, development costs must be expensed
          as  incurred  requiring  that  development  costs  of  $8,590,313  be
          expensed.

     [b]  Capital  assets

          Intellectual property and goodwill are treated as capital assets under
          Canadian  accounting  principles.  Under  U.S.  accounting principles,
          these  relate  to  and thus, are treated as, research and development,
          which  must  be  expensed as incurred, requiring the net book value of
          capital  assets  totalling  $587,606  be  expensed.

     [c]  Non-controlling  interest

          The  amounts  written-off  to operations in (a) and (b) above would be
          reduced  by  $2,412,717  which  represents  non-controlling  interest
          therein.


                                      -57-
<PAGE>
REG  TECHNOLOGIES  INC.
Notes  to  the  Consolidated  Financial  Statements
For the Years Ended April 30, 2001 and 2000

12.  DIFFERENCES  BETWEEN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN CANADA AND
     THOSE  IN  THE  UNITED  STATES  (CONTINUED)

     [d]  Accumulated  foreign  exchange

          Foreign  exchange  gains  and  losses  recognized  on  translation  of
          self-sustaining  foreign  operations  are included in the statement of
          operations  under  U.S.  accounting  principles.

     [e]  The  balance sheet, as determined under U.S. accounting principles, is
          as  follows:

<TABLE>
<CAPTION>
                                                          2001          2000
                                                           $             $
<S>                                                   <C>            <C>
ASSETS
  Current Assets
      Cash                                                       -      154,712
      Accounts receivable                                    1,446        3,822
      Marketable securities                                      -        8,623
      Prepaid expenses                                         119            -
--------------------------------------------------------------------------------
                                                             1,565      167,157
    Capital Assets                                         260,878      743,180
--------------------------------------------------------------------------------
                                                           262,443      910,337
================================================================================
LIABILITIES
    Current Liabilities
      Cheques issued in excess of funds on deposit          20,422            -
      Accounts payable and accruals                        727,662      437,606
      Due to related companies                             489,311      131,858
--------------------------------------------------------------------------------
                                                         1,237,395      569,464
Convertible Debentures                                           -       74,000
    Subscriptions For Shares of Subsidiary                 110,635            -
--------------------------------------------------------------------------------
                                                         1,348,030      643,464
--------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY (DEFICIT)
    Capital Stock                                       10,392,920   10,142,920
Stock Based Compensation                                    52,117       22,818
    Deficit (refer to reconciliation following)        (11,530,624)  (9,898,865)
--------------------------------------------------------------------------------
                                                        (1,085,587)     266,873
--------------------------------------------------------------------------------
                                                           262,443      910,337
================================================================================
</TABLE>


                                      -58-
<PAGE>
REG  TECHNOLOGIES  INC.
Notes  to  the  Consolidated  Financial  Statements
For the Years Ended April 30, 2001 and 2000

12.  DIFFERENCES  BETWEEN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN CANADA AND
     THOSE  IN  THE  UNITED  STATES  (CONTINUED)

     [f]  Loss  and  deficit  accumulated  during  the  development  stage  as
          determined  under  U.S. generally accepted accounting principles is as
          follows:

<TABLE>
<CAPTION>
                                                             2001           2000
                                                              $              $
<S>                                                      <C>            <C>
  Net earnings (loss), as determined under
    Canadian generally accepted accounting principles        (453,266)      249,532
    Amortization of goodwill on consolidation                  25,175        25,174
    Stock based compensation                                  (27,963)      (22,040)
    Foreign exchange translation                                1,876        30,425
    Non-controlling interest                                 (732,624)      165,218
    Gain on sale of subsidiaries' shares                       50,225             -
    Gain on issue of subsidiaries' shares                         811       221,761
    Development costs written-off                            (495,993)     (521,980)
------------------------------------------------------------------------------------
  Net earnings (loss), as determined under
    U.S. generally accepted accounting principles          (1,631,759)      148,090
  Deficit accumulated during the development
    stage, as determined under U.S. generally
    accepted accounting principles
     - Beginning of year                                   (9,898,865)  (10,046,955)
------------------------------------------------------------------------------------
     - End of year                                        (11,530,624)   (9,898,865)
====================================================================================
  Earnings (loss) per share, weighted average basis
  (excluding escrowed shares)                                   (0.10)          .01
====================================================================================
</TABLE>

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

<TABLE>
<CAPTION>
                                                              2001         2000
                                                               $            $
<S>                                                       <C>           <C>
  Deferred development costs, as determined in Canada       8,590,313    7,911,092
  Deferred development costs, as determined in the U.S.             -            -
-----------------------------------------------------------------------------------
  Increase to deficit as determined in the U.S.             8,590,313    7,911,092
===================================================================================
  Capital assets, as determined in Canada                     848,484    1,365,971
  Capital assets, as determined in the U.S.                   260,878      743,180
-----------------------------------------------------------------------------------
  Increase to deficit as determined in the U.S.               587,606      622,791
===================================================================================
  Non-controlling interest, as determined in Canada        (2,412,717)   3,094,305
  Non-controlling interest, as determined in the U.S.               -            -
-----------------------------------------------------------------------------------
  Decrease to deficit as determined in the U.S.            (2,412,717)  (3,094,305)
===================================================================================
</TABLE>


                                      -59-
<PAGE>
REG  TECHNOLOGIES  INC.
Notes  to  the  Consolidated  Financial  Statements
For the Years Ended April 30, 2001 and 2000

12.  DIFFERENCES  BETWEEN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN CANADA AND
     THOSE  IN  THE  UNITED  STATES  (CONTINUED)

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

<TABLE>
<CAPTION>
                                                                   2001         2000
                                                                    $            $
<S>                                                            <C>           <C>
  Accumulated foreign exchange gain, as determined in Canada       497,151     320,721
  Accumulated foreign exchange gain, as determined in the U.S.           -           -
---------------------------------------------------------------------------------------
  Decrease to deficit as determined in the U.S.                   (497,151)   (320,721)
=======================================================================================
  Stock based compensation, as determined in Canada                      -           -
  Stock based compensation, as determined in the U.S.               52,117      22,818
---------------------------------------------------------------------------------------
  Increase to deficit as determined in the U.S.                     52,117      22,818
=======================================================================================
  Deficit, as determined in Canada                               5,210,456   4,757,190
  Deficit, as determined in the U.S.                            11,530,624   9,898,865
---------------------------------------------------------------------------------------
  Net increase to deficit as determined in the U.S.              6,320,168   5,141,675
=======================================================================================
</TABLE>

13.  SUBSEQUENT  EVENT

     Subsequently,  REGI  U.S., Inc. has raised an additional US$86,300 and will
     issue  a  further  298,333  units  at  $0.30  per  uni


                                      -60-
<PAGE>

THIS AGREEMENT is dated for reference the 27th day of October, 2000.

BETWEEN:

                REG TECHNOLOGIES INC.
                #185, 10751 Shellbridge Way
                Richmond, BC V6X 2W8

                ("Reg")

                                                               OF THE FIRST PART

AND:

                GHM INC.
                and GEORGE H. MAGAHA, Ph.D.
                P.O. Box 145
                Glen Burnie, MD 21060

                (collectively "GHM")

                                                              OF THE SECOND PART

WHEREAS:

A.   GHM has agreed to sell and Reg has agreed to purchase from GHM a 50% (fifty
     percent)  right,  title  and  interest  in  the  H2O  Converter  and to the
     Technology  as  hereinafter  defined;

NOW  THEREFORE in consideration of the mutual covenants and conditions set forth
herein,  the  parties  hereto  agree  as  follows:

DEFINITIONS

1.   In the Agreement the following terms shall have the following meanings:

     (a)  "AGREEMENT"  shall  mean  this Agreement and all other documents which
          are  made  a  part  thereof;

     (b)  "LICENSE"  shall  mean  the right and license to the H20 Converter and
          the  Technology  that may be granted by Reg to licenses at any time at
          the  option and discretion of Reg, subject to the terms and conditions
          of  this  Agreement,  and  with  the  written  concurrence  of  GHM;

     (c)  "LICENSED  PRODUCTS"  shall  mean any products developed by license of
          Reg  using  the  H20  Converter  and  the  Technology;

     (d)  "NET  REVENUES"  shall mean gross invoiced sales less actual quantity
          discounts,  taxes  and returns on merchandise for which royalties have
          already  been  accrued  and paid. No deduction shall be made for cash,
          commissions  or  uncollectible accounts, nor for any costs incurred in
          the  manufacture,  sale,  distribution  or  promotion  of the Licensed
          Products. A royalty shall also be paid by Reg based on Reg's usual Net
          Sales price: (i) on all unbilled Products distributed by Reg or any of
          its  affiliated  companies  and/or licenses; or (ii) where the billed
          price  for  the  Products was less than the usual Net Sales price, and
          Reg  has  received other compensation attributable to the distribution
          of  the  Products  separate  from  the  price  which  appears  on  the
          respective  invoice;

     (e)  The  "PATENT"  is  herein  defined  as  the  United States and foreign
          patent(s)  and patent application(s) based on the H20 Converter and on
          the  Technology  of  paragraph  1(g),  including  all  divisions,
          continuations,  continuations-in-part, or reissues thereof. The Patent
          will  also  include  any  future


                                      -61-
<PAGE>
          improvements  thereto  which  are  conceived,  made or acquired by Reg
          during  the  term  of  this Agreement. Reg shall promptly disclose all
          said  future  improvements  to  GHM:

     (f)  "PRODUCTS"  shall  mean  any and all products developed by Reg and GHM
          using  the  H20  Converter  and  the  Technology;  and

     (g)  "TECHNOLOGY"  shall mean the technology developed by GHM and George H.
          Magaha.  Ph.D.,  related to the fuel cell called H20 Converter and the
          Technology  consisting  of  a hydrogen converter based on a system for
          energy  efficiency  of  hydrogen  fuel.

SALE  OF  TECHNOLOGY

2.   GHM hereby agrees to sell, transfer and assign to Reg a 50% (fifty percent)
     of  the  rights  they  have  or  may  have  to  the  H2O  Converter and the
     Technology.

3.   In  consideration  for  the  H20  Converter  and the Technology and related
     patent,  Rug  agrees  to  pay  GHM  the  following  consideration:

     (a)  The sum or $1,000.00 (dollars) payable by way of cheque upon execution
          of  this  Agreement;

     (b)  5%  of Net Revenues received by Reg on the 50% (fifty percent) rights:
          and

     (c)  Reports,  Payments  and  Audit:

          (1)  Reg shall send quarterly royalty reports to GHM within sixty (60)
               days after the end of March, June, September and December of each
               calendar year. Each report shall clearly show the total number of
               each  different  model or system of Products sold by Reg (and the
               sublicenses  of  Reg,  if  any)  in the previous quarter, the Net
               Sales  thereof,  and  the  calculation  of unit royalties due and
               payable thereon. Each report shall be accompanied by the required
               payment of the unit royalties or deposit in a bank chosen by GHM,
               if  applicable,  the  difference  or  balance to meet the minimum
               annual  royalties  of...;

          (2)  Reg  shall  at  all  times  maintain  its pertinent records for a
               minimum of five (5) years from the date of each royalty report to
               GHM. GHM shall have the right to appoint an independent certified
               (or chartered) public accountant to audit Reg's pertinent records
               at  Reg's  business premises and at reasonable business times for
               the  purpose  of verifying the completeness and accuracy of Reg's
               reports  and  royalty  payments  to  GHM;  and

          (3)  The  independent certified (or chartered) public accountant shall
               provide  an  audit report to both GHM and Reg. Any overpayment by
               Reg  to  GHM  shall  be  applied  as  a credit to Reg on the next
               quarterly  royalty  report  following  the  audit  report.  Any
               underpayment  shall be paid by Reg to GHM within thirty (30) days
               following  the  date  of the audit report. If the underpayment is
               more  than  five  percent  (5%)  of  the  correct  amount due and
               payable,  Reg  shall  also  reimburse  GHM  for  the  actual  and
               reasonable  cost  of  the  audit.

4.   Reg  reserves  the  right to assign all of its right, title and interest in
     and  to  this Agreement and any rights granted hereunder to its nominee, to
     be  a United States private company wholly-owned by Reg, such assignment to
     be  known  to  and  approved  in  writing  by  GHM.

LICENSE  RIGHTS

5.   Reg shall have the discretion to assign, sublicense or otherwise grant to a
     third  party license rights as to the 50% interest in the H20 Converter and
     the  Technology  or  any  rights  thereunder  or  under  this  Agreement.


                                      -62-
<PAGE>
PATENT  RIGHTS

6.   GHM hereby agrees to sell, transfer and assign to Reg a 50% (fifty percent)
     of  the  Patent  rights  that  it  may  have  to  the H20 Converter and the
     Technology.

7.   Upon  execution of this Agreement, Reg shall apply for a Patent for the H2O
     Converter  and  the  Technology  at  the  sole  expense  of  Reg.

8.   GHM  agrees  to  assist  Reg  in  its  application for the Patent and shall
     provide technical assistance to Reg and/or its patent agents as required by
     Reg.

9.   It  is understood and agreed by the parties hereto that any and all patents
     and  patent  rights,  trademarks, tradenames, copyrights and other property
     rights in and with respect to the H20 Converter and the Technology shall be
     exclusive  property  of  Reg  after  a one-time buy out for $15,000,000 (15
     million)  U.S.  dollars  and  shares  approved  by  Reg  and  GHM.

OPTION  FOR NET REVENUES

10.  GHM  hereby  grants to Reg the irrevocable right and option to acquire from
     GHM  all  rights,  title  and  interest in and to the 5% (five percent) Net
     Revenues  granted  hereunder  (the  "Option").

11.  The  Option  shall  be  for  a term of ten (10) years from the date of this
     Agreement,  unless  the Option is extended by written agreement between the
     parties  hereto.

12.  Subject to the provisions hereof, the Option may be exercised by Reg or its
     representative  at any time during the term of the Option by payment of the
     sum  of  $15,000,000  (15 million) U.S. dollars,  payable  as  follows:

     (a)  A  sum of $2,000,000 (2 million) U.S. dollars to be paid to GHM by Reg
          in  the  first  year  from  the  date  of  this  Agreement;

     (b)  The remaining amount of $13,000,000 (13 million) U.S. dollars, payable
          by  way of a combination of cash and shares of Reg and/or its nominee,
          at  the  sole  discretion of Reg and only with the written approval of
          GHM  (the  "Option  Price").

13.  Upon  payment  of  the Option Price and the approval in writing by GHM, GHM
     agrees  to  complete  and  sign  any  documentation necessary to affect the
     transfer  and assignment of the 5% (five percent) Net Revenue to Reg. (This
     would  also  include  the  50%  (fifty  percent)  under  #2.)

14.  Reg  has  the  option  to  buy  out all rights to the H2O Converter and the
     Technology,  the  patent  and to transfer the rights to any nominee to be a
     United  States  private company, wholly-owned by Reg, such assignment to be
     at  the  sole  discretion  of  Reg  after  the  paid sum of $15,000,000 (15
     million)  U.S.  dollars,  including  the  shares  agreed by Reg and GHM and
     approved in writing by all parties herein. (See paragraph numbers 12 and 13
     as  noted.)

PROTOTYPE

15.  The  parties  hereto  understand  and  agree  that  Reg  shall, at its sole
     expense,  build  a  prototype of the H20 Converter and the Technology using
     the  diagrams  and  notes  from  GHM.

16.  GHM agrees to assist Reg in creating the prototype of the H20 Converter and
     the  Technology  by  providing  technical  assistance and guidance to Reg's
     employees  and consultants. If it should require for GHM to travel from his
     home  to  Reg's site, it is agreed that GHM will be reimbursed for the cost
     of  travel,  meals,  hotel  and  any other expenses incurred. GHM agrees to
     furnish  all  expense  receipts to Reg upon the completion at each required
     trip.


                                      -63-
<PAGE>
REPRESENTATIONS  AND  WARRANTIES  OF GHM

17.  GHM  hereby  represents  and  warrants  to  Reg  that:

     (a)  GHM  has the full right and power to sell and assign its rights to the
          H2O  Converter  and  the  Technology  and  patent;

     (b)  There  are  no  outstanding  agreements,  assignments  or encumbrances
          inconsistent  with  the  terms  hereof;

     (c)  GHM  does not know of any facts that may adversely affect the validity
          or  enforceability  of  the  patent  or  the  H20  Converter  and  the
          Technology.

SUCCESSORS

18.  This  Agreement  shall  be  binding  upon  and  inure to the benefit of the
     parties  hereto  and  their  respective  successors.

SEVERABILITY

19.  If  any  provision  of  this  Agreement  is held by a competent court to be
     invalid,  illegal  or  unenforceable  for  any  reason  or  in  any respect
     whatsoever,  such  invalidity,  illegality  or  unenforceability  shall not
     affect  any other provisions of this Agreement, and this Agreement shall be
     construed as if such invalid, illegal or unenforceable provision have never
     been  contained  herein. GHM and Reg hereby agree, however, to negotiate an
     equitable  amendment of this Agreement if a material provision is adversely
     affected.

BREACH

20.  If  one party shall breach any provision of this Agreement, the other party
     shall  have the right to notify the one party in writing of such breach and
     shall  specify  such  breach  in  such notice. The other party shall have a
     period of thirty (30) days after such written notice to correct the breach.
     If  such  breach  is  not corrected within such thirty (30) day period, the
     other  party shall have the right to thereafter terminate this Agreement by
     a further notice of at least ten (10) days in writing to the one party. Any
     such  termination shall not affect any obligations incurred by either parry
     prior  to  the  effective  date  of  such  termination.

TERMINATION

21.  Upon any termination under this Agreement in accordance with the provisions
     of  Section 19 of this Agreement, the Agreement shall be null and void, all
     rights  shall  revert  to  GHM,  and  Reg  shall  discontinue  all  further
     manufacture  and  sale  of  said  products.

NEW  PRODUCTS

22.  Any  and  all  other patents and designs of new products or technologies by
     GHM,  Reg's will have the first right to review them and have the option to
     execute  an  Agreement between GHM and Reg. If Reg finds no interest in any
     new  product,  Reg  will  send  a  written  notice  of  No Interest to GHM.

ENTIRE  AGREEMENT

23.  This  Agreement  shall  constitute the entire Agreement between the parties
     hereto  and  all  prior  or  collateral  agreements,  understandings  or
     representations  of  any  kind  are hereby terminated, except that existing
     Confidentiality  and  Non-Disclosure  Agreements shall remain in full force
     and  effect  and are incorporated herein by reference as if fully set forth
     herein.


                                      -64-
<PAGE>
MODIFICATION  OF  AGREEMENT

24.  This Agreement and any modification or waiver of any provision hereof shall
     be  binding  only if set forth in writing and signed by both parties hereto
     and shall be effective only to the extend set forth in such modification or
     waiver  and  for  the  particular  occasion.

NOTICE

25.  Any  notice  required or permitted under the terms of the Agreement will be
     delivered in person or mailed or sent by courier service and will be deemed
     given  when  either  mailed  or  delivered by courier service or personally
     delivered.

     To  Reg:    John G. Robertson, President
                 Reg  Technologies  Inc.
                 # 185, 10751  Shellbridge  Way
                 Richmond, BC  V6X 2W8

     To  GHM:    George H. Magaha, Ph.D.
                 GHM  Inc.
                 P.O.  Box  145
                 Glen  Burnie,  MD  21060

     or  such  other  address  as  either party shall give written notice to the
     other  party.

GOVERNING  LAW

26.  This  Agreement  shall  be construed, interpreted and applied in accordance
     with  the  laws  of  the  Province  of British Columbia and Canada, and all
     matters  shall be resolved solely in Canada, and if for any reason a matter
     can  not be resolved by the Canada laws, GHM will have the right to resolve
     any  and  all  matters  by  the  laws  of  the  United  States.

IN  WITNESS  WHEREOF,  the parties hereunder have executed this Agreement on the
28  day  of  October,  2000.
---

REG  TECHNOLOGIES  INC.                    GHM  INC.

/s/  John G. Robertson                     /s/  George H. Magaha, Ph.D.
------------------------------             ------------------------------
Authorized Signatory                       Authorized Signatory


John G. Robertson                          George H. Magaha, Ph.D.
------------------------------             ------------------------------
Name                                       Name


President                                  President /s/ George H. Magaha, Ph.D.
------------------------------             ------------------------------
Title                                      Title


Jennifer  Lorette                          Tammy N. Ghary
------------------------------             ------------------------------
Witness                                    Witness


                                      -65-
<PAGE>
                LIST OF PARENTS AND SUBSIDIARIES OF THE COMPANY
                -----------------------------------------------


                              REG TECHNOLOGIES INC.
                              ---------------------
                        (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)
                     (52.5% owned by Rand Energy Group Inc.)



                                      -66-
<PAGE>
                              REG TECHNOLOGIES INC.
                           #185, 10751 Shellbridge Way
                              Richmond, BC  V6X 2W8

                        NOTICE OF ANNUAL GENERAL MEETING

TO  THE  MEMBERS:

NOTICE  IS HEREBY GIVEN that the annual general meeting of REG TECHNOLOGIES INC.
(the "Company") will be held at Salon #216, Holiday Inn Vancouver Airport, 10720
Cambie  Road,  Richmond, B.C., V6X 1K8, on Monday, the 29th day of October, 2001
at  the  hour  of 10:00 o'clock in the forenoon (Vancouver time) to transact the
usual  business  of  an  annual  general meeting and for the following purposes:

1.   To  receive  and  consider  the  Report  of  the  Directors to the Members.

2.   To  receive  and consider the financial statements of the Company, together
     with  the  auditor's  report  thereon for the fiscal year ended April 30th,
     2001.

3.   To  elect directors to hold office until the next annual general meeting of
     the  Company.

4.   To  appoint an auditor for the Company to hold office until the next annual
     general  meeting  of  the Company and to authorize the directors to fix the
     remuneration  to  be  paid  to  the  auditor.

5.   To consider and, if thought fit, to approve an ordinary resolution to grant
     to  the  directors  and employees of the Company incentive stock options to
     purchase  common  shares  in  the  capital  stock  of  the Company for such
     periods,  in  such  amounts  and  at  such  prices per share, including any
     amendments  thereto,  as  agreed upon and at the discretion of the Board of
     Directors  in accordance with the policies of the Canadian Venture Exchange
     and  upon  terms  and  conditions  subject  to the approval of the Canadian
     Venture  Exchange  and  to  approve  the exercise of any options granted to
     insiders.

6.   To  consider  and,  if  thought  fit,  to  approve  an  ordinary resolution
     approving the issuance of common shares in the capital stock of the Company
     in amounts exceeding 20% of the issued and outstanding common shares in the
     capital  stock  of  the  Company  on  future  public  offerings,  private
     placements,  debt  settlements, property acquisitions or other transactions
     requiring  the  issuance  of  common  shares  in  the  capital stock of the
     Company, at such prices and such times as the directors of the Company deem
     to  be  in  the  best  interests of the Company, and in accordance with the
     policies  of  the  Canadian  Venture  Exchange.

7.   To  transact such further or other business as may properly come before the
     meeting  and  any  adjournment  or  adjournments  thereof.

SHAREHOLDERS  OF  THE COMPANY WHO ARE UNABLE TO ATTEND THE MEETING IN PERSON ARE
REQUESTED  TO  COMPLETE,  SIGN  AND DATE THE ENCLOSED INSTRUMENT OF PROXY AND TO
MAIL  IT OR DEPOSIT IT WITH COMPUTERSHARE INVESTOR SERVICES INC., 4TH FLOOR, 510
BURRARD  STREET, VANCOUVER, BRITISH COLUMBIA, V6C 3B9.  IN ORDER TO BE VALID AND
ACTED  UPON  AT  THE  MEETING,  INSTRUMENTS  OF  PROXY  MUST  BE RECEIVED AT THE
AFORESAID  ADDRESS NOT LESS THAN 48 HOURS BEFORE THE TIME SET FOR THE HOLDING OF
THE  MEETING  OR  ANY  ADJOURNMENT  THEREOF.


                                      -67-
<PAGE>
The  Company  has fixed the close of business on the 13th day of September, 2001
as  the  record  date  for the determination of shareholders who are entitled to
receive  notice  of  the  annual  general meeting of shareholders.  The transfer
books  of  the  Company will not be closed.  Only shareholders of the Company of
record  as  at  that  date  are entitled to receive notice of and to vote at the
meeting.

The  accompanying  Information Circular provides additional information relating
to  the  matters  to  be dealt with at the meeting and is deemed to form part of
this  notice.

Please  advise  the  Company  of  any  change  in  your  address.

DATED at Vancouver, British Columbia, this 13th day of September, 2001.


                                               By Order of the Board of
                                               REG  TECHNOLOGIES  INC.


                                               "John  G.  Robertson"
                                               ---------------------
                                               JOHN  G.  ROBERTSON,
                                               President



                                      -68-
<PAGE>
                              REG TECHNOLOGIES INC.
                           #185, 10751 Shellbridge Way
                              Richmond, BC  V6X 2W8

                              INFORMATION CIRCULAR
                (As at September 13th, 2001 except as indicated)

MANAGEMENT  SOLICITATION

This  information  circular  is furnished in connection with the solicitation of
proxies  by  the  management of REG TECHNOLOGIES INC. (the "Company") for use at
the  annual  general  meeting (the "Meeting") of the Company to be held at Salon
216,  Holiday  Inn  Vancouver  Airport,  10720  Cambie  Road,  Richmond, British
Columbia,  V6X  1K8, on Monday, the 29th day of October, 2001.  The solicitation
will be by mail and possibly supplemented by telephone or other personal contact
to be made without special compensation by regular officers and employees of the
Company.  The  Company  does  not reimburse shareholders, nominees or agents for
the  cost  incurred  in obtaining from their principals authorization to execute
forms  of proxy.  No solicitation will be made by specifically engaged employees
or  solicitating agents.  The cost of solicitation will be borne by the Company.

APPOINTMENT  AND  REVOCATION  OF  PROXIES

The persons named in the enclosed Instrument of Proxy are directors and officers
of  the  Company.

A MEMBER WISHING TO APPOINT SOME OTHER PERSON WHO NEED NOT BE A MEMBER TO ATTEND
AND  ACT  FOR  HIM  AND  ON  HIS  BEHALF  AT  THE MEETING OTHER THAN THE PERSONS
DESIGNATED  IN  THE  ACCOMPANYING  INSTRUMENT  OF  PROXY HAS THE RIGHT TO DO SO,
EITHER  BY  INSERTING  SUCH  PERSON'S  NAME  IN  THE BLANK SPACE PROVIDED IN THE
INSTRUMENT  OF PROXY OR BY COMPLETING ANOTHER INSTRUMENT OF PROXY.  A proxy will
not  be  valid  unless  the  completed  Instrument  of  Proxy  is deposited with
Computershare  Investor  Services  Inc.,  at  4th  Floor,  510  Burrard  Street,
Vancouver,  British  Columbia,  V6C  3B9, not less than 48 hours before the time
fixed  for the Meeting, in default of which the Instrument of Proxy shall not be
treated  as  valid.

A  member  who  has  given  a  proxy  may  revoke it by an instrument in writing
deposited  at the Company, at any time up to and including the last business day
preceding  the  day of the Meeting or, if adjourned, any reconvening thereof, or
with  the  Chairman  of the Meeting at the scheduled commencement of the Meeting
or,  if  adjourned,  any reconvening thereof, or in any other manner provided by
law.  Where  a  proxy  has been revoked, the member may personally attend at the
Meeting  and  vote  his  shares  as  if  no  proxy  had  been  given.

VOTING  OF  PROXIES

All shares represented at the Meeting by properly executed proxies will be voted
on  any  ballot  that  may be called for and, where a choice with respect to any
matter  to  be  acted  upon  has  been specified in the Instrument of Proxy, the
shares  represented  by  the  proxy  will  be  voted  in  accordance  with  such
specification.  IN  THE  ABSENCE  OF  ANY SUCH SPECIFICATIONS, THE MANAGEMENT OR
DESIGNEES,  IF  NAMED  AS  PROXY, WILL VOTE IN FAVOUR OF ALL THE MATTERS SET OUT
THEREON.  The  enclosed Instrument of Proxy confers discretionary authority upon
the  management  designees  or  other  persons  named  as  proxy with respect to
amendments  to  or  variations  of  matters  identified  in the Notice of Annual
General  Meeting  and  any  other  matters  which  may  properly come before the
Meeting.  At  the  time of printing of this Information Circular, the management
of  the  Company  knows  of  no  such  amendment,  variation  or  the  matter.


                                      -69-
<PAGE>
RECORD  DATE

The  Board  of  Directors of the Company have fixed the close of business on the
13th  day  of  September,  2001  as  the record date (the "Record Date") for the
determination  of  members  entitled  to notice of the annual general meeting of
shareholders.  Only  members  of the Company of record as at the Record Date are
entitled  to receive notice of and to vote at the Meeting unless after that date
a  member  of  record  transfers  his  shares and the transferee, upon producing
properly  endorsed certificates evidencing such shares or otherwise establishing
that  he  owns  such shares, requests at least 10 days prior to the Meeting that
the  transferee's  name  be included in the list of members entitled to vote, in
which  case  such  transferee  is  entitled  to vote such shares at the Meeting.

VOTING  SHARES  AND  PRINCIPAL  HOLDERS  THEREOF

The  Company  is  authorized to issue 45,000,000 shares, divided into 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.
16,578,371  common  shares  are  currently  issued  and  outstanding.

Only  the  holders  of common shares are entitled to vote at the Meeting and the
holders  of  common  shares are entitled to one vote for each common share held.
Holders  of  common shares of record on September 13th, 2001 will be entitled to
vote  at  the  Meeting.

To  the  knowledge  of  the  directors  and  senior officers of the Company, the
following  persons  beneficially own shares carrying more than 10% of the voting
rights  attached  to  all  shares  of  the  Company:


                               NO. OF COMMON SHARES    PERCENTAGE OF OUTSTANDING
       NAME OF SHAREHOLDER             OWNED                COMMON SHARES

     Susanne M. Robertson (1)        2,275,536                  13.73%

1)   SMR  Investments  Ltd., a company wholly-owned by Susanne Robertson, is the
     beneficial  owner  of  1,963,061  common  shares representing 11.84% of the
     outstanding  common  shares  of  the  Company.

As  of  the  13th day of September, 2001, the directors and senior officers as a
group owned beneficially directly and indirectly, 3,414,105 common shares of the
Company,  representing  20.59%  of  the  presently issued and outstanding common
shares  of  the  Company.

ADVANCE  NOTICE  OF  MEETING

The  Advance  Notice  of  the  Meeting inviting nominations for directors of the
Company  as  required  by  Section 111 of the Company Act (British Columbia) was
mailed to the British Columbia Securities Commission and to the Canadian Venture
Exchange  and  was  published  in  The  Province  newspaper,  Vancouver, British
Columbia  on  September  4,  2001.

STATEMENT  OF  EXECUTIVE  COMPENSATION

COMPENSATION  OF  EXECUTIVE  OFFICERS  AND  DIRECTORS

The Company has two executive officers and four directors.  (In this Information
Circular,  "Executive  Officer"  means  an individual who at any time during the
year  was  the  Chairman  of  the  Board,  the  Vice  Chairman of the Board, the
President  of  the Company, a Vice-President of the Company or an officer of the
Company  or  any person who performed a policy making function in respect of the
Company).  The aggregate cash compensation (including salaries, fees, directors'
fees,  commissions,  bonuses  paid  for services rendered during the fiscal year
ended  April 30, 2001, and any compensation other than bonuses earned during the
fiscal year ended April 30, 2000 the payment of which was deferred) paid to such
Executive  Officers  by  the  Company and its subsidiaries for services rendered
during the fiscal year ended April 30, 2001 was $12,000 and $36,000.  Other than
as  herein set forth, the Company did not pay any additional compensation to its


                                      -70-
<PAGE>

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).

INCENTIVE  SHARE  OPTION  PLAN

The  Company  has  not  adopted  an Incentive Stock Option Plan (the "Plan") and
there  is  no  such  Plan  in  effect  as  at  the  date  hereof.

OTHER

Except  as set out below, the Company has not paid any other compensation to any
of  its Executive Officers, Director or Employees in its most recently completed
financial  year.

SUMMARY  COMPENSATION  TABLE

The  Name  Executive  Officers  of  the  Company  are  defined  as  follows:

(a)  the  Chief  Executive  Officer or the President of the Company, despite the
     amount  of  compensation  paid  to  that  individual;

(b)  each  of  the  Company's  four highly compensated Executive Officers, other
     than  the Chief Executive Officer, who are serving as Executive Officers at
     the  end  of  the  most  recently  completed financial year and whose total
     salary  and  bonus  exceeded  $100,000.00;  and

(c)  any  additional  individual  for  whom  disclosure would have been provided
     under  (b)  but for the fact the individual was not serving as an Executive
     Officer  of the Company at the end of the most recently completed financial
     year.

The  following table provides a summary of compensation earned during the fiscal
year  ended  April 30, 2001  by the only Named Executive Officer of the Company,
the  President.  There are no other executive officers whose combined salary and
bonus  exceeds  $100,000.00.

<TABLE>
<CAPTION>
                             Annual Compensation                  Long-Term Compensation

                                                                 Awards          Payouts
Name and Principal
Position            Year                                                 Restricted
                                                        Securities       Shares or   LTIP (2)   All Other
                          Salary  Bonus  Other Annual   Granted under    Restricted  Payouts  Compensation
                            ($)    ($)   Compensation   Options/SARS(1)  Share          ($)        ($)
                                            ($)            Granted       Units
                                                              #             ($)
==================  ====  ======  =====  =============  ===============  =========  ========  ============
<S>                 <C>   <C>     <C>    <C>            <C>              <C>        <C>       <C>

John G. Robertson,  2001  12,000  Nil    Nil (3)        Nil              Nil        Nil       Nil
President           2000  12,000  Nil    Nil (3)        Nil              Nil        Nil       Nil
                    1999  12,000  Nil    Nil (3)                750,000  Nil        Nil       Nil
</TABLE>

(1)  "SARS"  or "stock appreciation right" means a right granted by the Company,
     as  compensation  for services rendered, to receive a payment of cash or an
     issue  or  transfer of securities based wholly or in part on changes in the
     trading  price  of  publicly  traded  securities  of  the  Company.

(2)  "LTIP"  or  "long  term  incentive  plan"  means  any  plan  which provides
     compensation intended to serve as incentive for performance to occur over a
     period longer than one financial year, but does not include option or stock
     appreciation  right  plans  or  plans  for  compensation through restricted
     shares  or  restricted  share  units.

(3)  John  Robertson is a director and Susanne Robertson is the sole shareholder
     of  SMR  Investments Ltd. , which accrued $2,500 per month from the Company
     for  management  services  provided  to  the  Company.


                                      -71-
<PAGE>
INCENTIVE  PLANS

(a)     Long-term  Incentive  Plan  Awards

During the most recently completed financial year, the Company did not grant any
long-term  incentive  plan awards to any of its Executive Officers, Directors or
Employees.

(b)     Stock  Options

The  following sets forth details of individual grants of options to purchase or
acquire  securities  of  the  Issuer  or any of its subsidiaries made during the
financial  years  ended  April 30, 2001, to each of the Named Executive Officers
and  the  directors  of  the  Issuer.  Options  include all stock options, share
purchase  warrants  and  rights  granted  by  the  Issuer or its subsidiaries as
compensation  for  services  rendered  or otherwise in connection with office or
employment.  Note  that  the  Company  has  no  plan  for  any  of its Executive
Officers,  Directors  or Employees involving stock appreciation rights (SAR's").

<TABLE>
<CAPTION>
OPTION/SAR  GRANTS

                      Securities Under     % of Total     Exercise or     Market Value of    Expiration
Name                    Option/SARS      Options/SARS     Base Price        Securities          Date
                          Granted         Granted to     ($/Security)       Underlying
                            (#)          Employees in                     Options/SARS on
                                        Financial Year                   the Date of Grant
                                                                           ($/Security)
===================  =================  ===============  =============  ===================  ===========
<S>                  <C>                <C>              <C>            <C>                  <C>

John G. Robertson,             750,000            13.3%  $     0.40(1)  $              0.68  October 11,
President, Director                                                                          2005
and CEO
Directors who are              400,000            25.0%  $       0.52   $              0.52  April 1,
not Named                                                                                    2004
Executive Officers
</TABLE>

     (1)  Repriced  on  October 11, 2000 and expiry date extended to October 11,
          2005

Management  proposes  to  seek  shareholder  approval  of  the exercise of stock
options  previously  granted  to  insiders  and  the  granting  and  exercise of
incentive  stock options (options may have special rights attached) which may be
granted  during  the  ensuing  year  to directors, officers and employees of the
Company  at  prices  and  in  amounts determined by the directors, including any
amendments  thereto,  in  accordance  with  the policies of the Canadian Venture
Exchange.

RETIREMENT  AND  PENSION  PLANS

The  Issuer  has  no  retirement  plans  or  pension  plans for any of its Named
Executive  Officers,  Directors  or  Employees.

EMPLOYMENT  CONTRACTS  AND  TERMINATION  OF  EMPLOYMENT

There  are  no employment agreements or other compensating plans or arrangements
with  regard  to  any of the Named Executive Officers which provide for specific
compensation  in  the  event  of  resignation,  retirement, other termination of
employment or from a change of control of the Issuer or from a change in a Named
Executive  Officer's  responsibilities  following  a  change  in  control.


                                      -72-
<PAGE>
COMPOSITION  OF  COMPENSATION  COMMITTEE

At  the  present  time  the  Issuer does not have a Compensation Committee.  All
decisions  involving  compensation  issues are made by the Board of Directors of
the  Issuer.  Since January 1, 1996, and the last annual general meeting held by
the Company, the Board of Directors has consisted of John Robertson (President),
Susanne  Robertson  and  Patrick  Badgley.  It  also  included  Brian  Cherry
(Secretary)  who  resigned  on  January  20,  2001.  Ms.  Jennifer  Lorette  was
appointed  to  the  board in his place and holds the office of Vice President of
Administration  and  Secretary.

REPORT  ON  EXECUTIVE  COMPENSATION

The  Board  of Directors, when performing equivalent functions of a Compensation
Committee,  base  their  decisions  on  very  simplistic  policies.

When deciding the method and amount of compensation, the Board of Directors base
their  decision  on  the  following  criteria  and  factors:

1.   level  of services, expertise, business contacts and skills provided to the
     Company;
2.   degree of involvement and participation in the day to day operations of the
     Company;
3.   amount  of  finances  available  to  the  Company;  and
4.   amount  of  outstanding  options  already  granted.

At  this  time  there  is  no  relationship  between  corporate  performance and
executive  compensation.

COMPENSATION  OF  DIRECTORS

During  the most recently completed financial year, the Company compensated John
Robertson  for  his services in his capacity as a Director of the Company in the
aggregate  amount  of  $12,000  (2000  -  $12,000).  Also,  REGI  U.S.,  Inc.  a
subsidiary  of  the Issuer, compensated Patrick Badgley for services provided in
the  form  of  research  and development of the Rand Cam Engine in the aggregate
amount  of  $8,000  U.S.  per  month.

During  that  same  time  period,  the  Company  paid no other cash compensation
(including  salaries,  fees,  directors'  fees,  commissions,  bonuses  paid for
services  rendered  during the most recently completed fiscal year, bonuses paid
during  the  most  recently  completed  fiscal  year  for services rendered in a
previous  year,  and  any compensation other than bonuses earned during the most
recently  completed  fiscal  year  the  payment  of  which  was deferred) to the
Directors  for  services  rendered.

Executive  Officers of the Company, who also act as Directors of the Company, do
not  receive  any additional compensation for services rendered in such capacity
other  than  as paid by the Company to such Executive Officers in their capacity
as  Executive  Officers  (see  "Compensation  of  Executive  Officers")

MANAGEMENT  CONTRACTS

The Company entered into a Management Agreement with SMR Investments Ltd. on May
1,  1996.  Pursuant  to  the Management Agreement, SMR Investments Ltd. provides
management  and  administrative  services  to  the  Company,  and is in a unique
position to service the promotion, marketing, investment and business management
needs  of  the  Company, for which the Company pays the sum of $2,500 per month.
The  Management  Agreement also provides that the manager will be reimbursed for
all  reasonable out-of-pocket expenses.  The Management Agreement was for a term
of  three  years,  expiring  on  May  1, 1999 and renewable annually thereafter.
Susanne  Robertson,  a  director  of the Company, is the sole shareholder of SMR
Investments  Ltd. and John Robertson, President and a director of the Company is
a  director  of  SMR  Investments  Ltd.

There  are  no  other  management  contracts in existence at this time which the
Company  is  a  party  other  than  the  Management  Agreement  mentioned above.


                                      -73-
<PAGE>
INDEBTEDNESS  OF  DIRECTORS  AND  OFFICERS

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

INTEREST  OF  INSIDERS  IN  MATERIAL  TRANSACTIONS

There was no material interest, direct or indirect, of directors and officers of
the  Company,  any shareholder who beneficially owns more than 10% of the common
shares  of  the Company, or any known associate or affiliate of these persons in
any  transactions  since the commencement of the Company's last completed fiscal
year  end  in  any  proposed  transaction which has materially affected or would
materially  affect  the  Company.

DIVIDEND  RECORD  AND  POLICY

The  Company  has  not  paid  any  dividends  to date and does not intend to pay
dividends  in  the  foreseeable  future.

AUDITOR,  TRANSFER  AGENT  AND  REGISTRAR

The  auditor of the Company is Manning Elliott, Chartered Accountants, of #1101,
750  West  Pender  Street,  Vancouver,  British  Columbia,  V6C  2T8.

Computershare  Trust  Company  of Canada is the transfer agent and registrar for
the  common shares of the Company at its principal offices in Vancouver, British
Columbia.

PARTICULARS  OF  OTHER  MATTERS  TO  BE  ACTED  UPON

FINANCIAL  STATEMENTS

The audited financial statements of the Company for the fiscal years ended April
30,  2001  have  been  approved  by  the  Company's audit committee and Board of
Directors  and  are  enclosed  with this Information Circular and will be placed
before  the  Meeting  for  acceptance  by  the  members.

APPOINTMENT  OF  AUDITOR

At  the  meeting  the members will be asked to appoint an auditor to serve until
the  close  of  the  next  annual  meeting  of the members of the Company and to
authorize  the  directors  to  fix  their  remuneration.

The  Board  of  Directors  of the Company recommends that the members re-appoint
Manning Elliott, Chartered Accountants, as auditor of the Company to hold office
until  the close of the next annual meeting at a remuneration to be fixed by the
directors  of  the  Company.

UNLESS  OTHER  SPECIFIED,  THE  PERSONS NAMED IN THE ENCLOSED FORM OF PROXY WILL
VOTE  FOR  THE APPOINTMENT OF MANNING ELLIOTT, CHARTERED ACCOUNTANTS, VANCOUVER,
BRITISH COLUMBIA, AS AUDITOR OF THE COMPANY TO HOLD OFFICE UNTIL THE NEXT ANNUAL
GENERAL  MEETING OF MEMBERS OR UNTIL HER SUCCESSOR IS APPOINTED AND TO AUTHORIZE
THE  DIRECTORS  TO  FIX  THEIR  REMUNERATION.


                                      -74-
<PAGE>
ELECTION  OF  DIRECTORS

It  is proposed that the following persons will be nominated at the Meeting.  IT
IS  THE  INTENTION OF THE MANAGEMENT DESIGNEES, IF NAMED AS PROXYHOLDER, TO VOTE
FOR  THE  ELECTION  OF  SAID  PERSONS TO THE BOARD OF DIRECTORS UNLESS OTHERWISE
DIRECTED.  Each director elected will hold office until the next annual meeting,
or  until  his  successor  is  duly  elected  or appointed, unless his office is
earlier  vacated  in  accordance  with  the Company Act (British Columbia).  The
following  information  relating to the nominees as directors is based partly on
the Company's records and partly on information received by the Company from the
said  nominees  and  sets  forth  the name of each of the persons proposed to be
nominated  for  election as a director, his principal occupation at present, all
other  positions  and offices in the Company held by him, the date upon which he
was  first  elected  a  director,  and  the  approximate number of shares of the
Company  that he has advised the Company are beneficially owned by him, directly
or  indirectly.

<TABLE>
<CAPTION>
                                         POSITIONS HELD      YEAR       VOTING SHARES     PERCENTAGE
                                          WITH COMPANY     BECAME A  BENEFICIALLY OWNED    OF ISSUED
NAME, MUNICIPALITY OF RESIDENCE                            DIRECTOR   AS AT DATE HEREOF     VOTING
AND PRINCIPAL OCCUPATION FOR THE                                                          SHARES (3)
PAST FIVE YEARS
=====================================  ==================  ========  ===================  ===========
<S>                                    <C>                 <C>       <C>                  <C>

JOHN GEORGE ROBERTSON *                President and           1982         607,169          3.66%
Richmond, B.C.                         Director                            (Directly)
President of the Company since
1984; President and Director of                                             523,000
Teryl Resources Corp since 1986, of                                       (Indirectly)
SMR Invesments Ltd. since 1979, of
Rand Energy Group Inc. since 1993,                                          750,000
of Access Information Services Inc.                                      Stock Options
since 1993, Chairman of the Board
and President of LinuxWizardry
Systems, Inc., of REGI U.S., Inc., of
IAS Communications, Inc., of
Information-Highway.com, Inc. since
1995.

JENNIFER LORETTE                       Vice President          2001           8,400          0.05%
Richmond, B.C.                         of Administration,                   (Directly)
Vice President of Administration of    Secretary and
the issuer since 1994 and a director   Director                              50,000
and Secretary of the issuer since                                         Stock Options
2001; Director, Vice President and
Secretary of LinuxWizardry Systems,
Inc., Vice President of  REGI U.S.,
Inc. Secretary and director of
Information Highway.com, Inc.; and
Secretary of IAS Communications,
Inc.

SUSANNE ROBERTSON *                    Director                1984           312,475       13.73%
Richmond, B.C.                                                              (Directly)
Director of Teryl Resources Corp.;
Principal shareholder of SMR                                                1,963,061
Investments Ltd.; Director of                                              (Indirectly)
LinuxWizardry Systems, Inc.
                                                                             250,000
                                                                          Stock Options


                                      -75-
<PAGE>
                                         POSITIONS HELD      YEAR       VOTING SHARES     PERCENTAGE
                                          WITH COMPANY     BECAME A  BENEFICIALLY OWNED    OF ISSUED
NAME, MUNICIPALITY OF RESIDENCE                            DIRECTOR   AS AT DATE HEREOF     VOTING
AND PRINCIPAL OCCUPATION FOR THE                                                          SHARES (3)
PAST FIVE YEARS
=====================================  ==================  ========  ===================  ===========
                                                                      174,700 Warrants

PATRICK BADGLEY *                      Director                1993         Nil                 0%
Columbus, Indiana
Director of Adiabatic Inc. Advanced                                      100,000
Engine Concepts; Director of IAS                                       Stock Options
Communications, Inc. and Vice
President R&D of REGI U.S., Inc.
</TABLE>

*  Audit  Committee

ADDITIONAL  EQUITY  ISSUANCES

Management of the Company has determined that current market conditions are such
that  it  may be in the best interest of the Company to undertake further equity
issuances.  The  additional  funds raised by such equity issuances would be used
to pursue and fund the ongoing business opportunities currently available to the
Company  and  as  general  working  capital.

Accordingly,  the members will be asked to pass an ordinary resolution approving
the  issuance  of  common  shares in the capital stock of the Company in amounts
exceeding  20%  of the issued and outstanding common shares in the capital stock
of the Company on future public offerings, private placements, debt settlements,
property  acquisitions  or  other  transactions requiring the issuance of common
shares in the capital stock of the Company, at such prices and such times as the
directors of the Company deem to be in the best interests of the Company, and in
accordance  with  the  policies  of  the  Canadian  Venture  Exchange.

PARTICULARS  OF  OTHER  MATTERS  TO  BE  ACTED  UPON

The  Company will consider and transact such other business as may properly come
before  the Meeting or any adjournment thereof.  Management of the Company knows
of  no  other matters to come before the Meeting other than those referred to in
the  Notice  of  Meeting.  Should  any  other  matters  properly come before the
Meeting,  the  shares represented by the proxy solicited hereby will be voted on
such  matters  in  accordance  with  the  best judgment of the persons voting by
proxy.


DATED at Richmond, British Columbia, this 13th day of September, 2001.


                                          By  Order  of  the  Board  of
                                          REG  TECHNOLOGIES  INC.

                                          "John  G.  Robertson"
                                          ---------------------
                                          JOHN  ROBERTSON,
                                          President




                                      -76-
<PAGE>
                              REG TECHNOLOGIES INC.
              #185, 10751 Shellbridge Way,  Richmond, BC   V6X 2W8

                               INSTRUMENT OF PROXY

                             ANNUAL GENERAL MEETING
                               OCTOBER 29TH, 2001

            THIS PROXY IS SOLICITED BY THE MANAGEMENT OF THE COMPANY

The  undersigned member of REG TECHNOLOGIES INC. (the "Company") hereby appoints
JOHN  G. ROBERTSON, the President and a Director of the Company, or failing him,
JENNIFER  LORETTE,  the Secretary and a Director of the Company, or failing both
of  them ____________________ or ________________________ as proxyholder for and
on  behalf  of  the  undersigned  to  attend  the  annual  general  meeting  of
shareholders  of the Company to be held on October 29th, 2001 and at any and all
adjournments  thereof  and  thereat, to act for and on behalf of and to vote the
shares  of the undersigned and to cast the number of votes the undersigned would
be  entitled to cast if personally present with respect to the matters specified
below.

The undersigned specifies that, with respect to any of the matters listed below,
the  number  of  votes  which  the  undersigned  would  be  entitled  to cast if
personally  present  shall  on any poll or ballot be voted for or against by the
proxyholder  as so specified.  The undersigned hereby authorizes the proxyholder
to  demand  a  poll.  IF NO CHOICE IS SPECIFIED IN ANY ONE OR MORE OF THE SPACES
SET  OUT  BELOW  FOR  THAT  PURPOSE,  AND  WITH  RESPECT TO ANY AMENDMENTS TO OR
VARIATIONS  IN  ANY  OF  THE MATTERS LISTED BELOW AND TO OTHER MATTERS WHICH MAY
PROPERLY  COME  BEFORE  THE  MEETING OR ANY ADJOURNMENT THEREOF, THE UNDERSIGNED
HEREBY  CONFERS  SOLE  DISCRETIONARY AUTHORITY ON THE PROXYHOLDER TO ACT AT SUCH
MEETING  AND ANY ADJOURNMENT THEREOF FOR AND ON BEHALF OF AND IN THE NAME OF THE
UNDERSIGNED  AND  TO  CAST  THE  NUMBER  OF  VOTES THAT THE UNDERSIGNED WOULD BE
ENTITLED  TO  CAST IF PERSONALLY PRESENT, ALL IN THE SAME MANNER AND TO THE SAME
EXTENT AND WITH THE SAME POWER AS THE UNDERSIGNED COULD DO IF PERSONALLY PRESENT
THEREAT,  THE UNDERSIGNED HEREBY RATIFYING AND CONFIRMING AND AGREEING TO RATIFY
AND  CONFIRM  ALL  THAT  THE  PROXYHOLDER  MAY  LAWFULLY  DO  BY  VIRTUE HEREOF.

VOTING  CHOICE  ON  RESOLUTIONS
-------------------------------

1.   To  elect the following persons as directors of the Company for the ensuing
     year:

     JOHN  G.  ROBERTSON     FOR     _________     WITHHOLD  VOTE     __________
     JENNIFER  LORETTE       FOR     _________     WITHHOLD  VOTE     __________
     SUSANNE M. ROBERTSON    FOR     _________     WITHHOLD  VOTE     __________
     PATRICK  BADGLEY        FOR     _________     WITHHOLD  VOTE     __________

2.   To adopt a resolution appointing Manning Elliott, Chartered Accountants, as
     the  auditor  of  the  Company until the next annual general meeting and to
     authorize  the  directors  to  fix  their  remuneration.

     FOR     ___________          WITHHOLD  VOTE     ___________

3.   To  approve  an ordinary resolution to grant to the directors and employees
     of  the  Company,  incentive stock options to purchase common shares in the
     capital  stock of the Company for such periods, in such amounts and at such
     prices  per  share, including any amendments thereto, as agreed upon and at
     the discretion of the Board of Directors in accordance with the policies of
     the  Canadian Venture Exchange and upon terms and conditions subject to the
     approval  of  the  Canadian Venture Exchange and to approve the exercise of
     any  options  granted  to  insiders.

     FOR     ____________     AGAINST     ____________


                                      -77-
<PAGE>
4.   To approve an ordinary resolution authorizing the issuance of common shares
     in  the capital stock of the Company in amounts exceeding 20% of the issued
     and outstanding common shares in the capital stock of the Company on future
     public  offerings,  private  placements,  debt  settlements,  property
     acquisitions  or other transactions requiring the issuance of common shares
     in  the  capital stock of the Company, at such prices and such times as the
     directors  of  the Company deem to be in the best interests of the Company,
     and  in  accordance  with  the  policies  of the Canadian Venture Exchange.

     FOR     ___________          AGAINST     ____________

The  shares represented by this proxy may be voted on the above items by marking
"X"  in  the  space  provided  for  that  purpose.

The  undersigned  hereby  revokes  any  proxy  previously  given.

Executed  on  the  _______  day  of  _________________,  2001.


________________________                    ____________________________________
Number  of  Shares  Held                    Signature of Member or his attorney
                                            authorized  in  writing

                                            ____________________________________
                                            Name  of  Member  (Please  Print)

                                            ____________________________________
                                            Address

                                            ____________________________________
                                            City/Province

NOTES:

1.   Complete  this form of proxy and deposit with, mail to or send by facsimile
     transmission  to  Computershare  Investor  Services  Inc. at 4th Floor, 510
     Burrard  Street,  Vancouver, BC, V6C 3B9. The proxy must be received at the
     office of ComputerShare Investor Services Inc. at least 48 hours (excluding
     Saturdays, Sundays and holidays) prior to the scheduled time of the meeting
     at  which  such  proxy  is  to  be  used.

2.   Failure to comply with the time deadlines set out will result in your proxy
     being  invalid.

3.   A  proxy  will  not be valid unless it is dated and signed by the Member or
     the  Member's  attorney  in writing and, in such case, the form of power of
     attorney  must  be  attached  to  the  Proxy.

4.   If  the  member  is  a company, the Instrument of Proxy should be under its
     corporate  seal  and  executed  by  an  officer  or  attorney  thereof duly
     authorized.

5.   IF  A  MEMBER  WISHES  TO APPOINT A PERSON OTHER THAN THOSE WHOSE NAMES ARE
     PRINTED  ON  THE  FORM  OF  PROXY,  THE  MEMBER SHOULD STRIKE OUT THE NAMES
     PROVIDED  AND  INSERT  THE  NAME OF HIS NOMINEE AS PROXYHOLDER IN THE SPACE
     PROVIDED  FOR  THAT  PURPOSE.



                                      -78-
<PAGE>