SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K
                                  -----------

                                   (Mark One)

     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
                             EXCHANGE ACT OF 1934.

                 For the annual period ended December 31, 2010
--------------------------------------------------------------------------------

                                      OR

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

            For the transition period from __________ to __________


                        Commission File Number 000-9519
                                               --------

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



             COLORADO                                    84-0807913
--------------------------------------------------------------------------------
     (State or other jurisdiction of                   (I.R.S. Employer
     incorporation or organization)                   Identification No.)


                             5646 Milton, Suite 722
                              Dallas, Texas 75206
                    (Address of principal executive offices)

                                  214-694-2227
                          (Issuer's telephone number)

                         Regent Petroleum Corporation
        (Former Name or Former Address of Principal Executive Offices)

           Securities registered pursuant to Section 12(b) of the Act:
                                      None

           Securities registered pursuant to section 12(g) of the Act:
                          Common Stock, $.01 par value

Indicate by check mark whether the Registrant is a well-known  seasoned  issuer,
as defined in Rule 405 of the Securities Act.
                            Yes         No   X
                                -----      -----

Indicate  by  check  mark if the  Registrant  is not  required  to file  reports
pursuant  to Section  13 or 15(d) of the  Securities  Exchange  Act of 1934 (the
"Act").
                            Yes         No   X
                                -----      -----

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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best  of  the  Registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [X]

Indicate by check  mark whether  the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a  smaller reporting company. See
the definitions  of "large accelerated filer," "accelerated  filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ]                        Accelerated filer [ ]
Non-accelerated filer [ ]                          Smaller reporting company [X]
(do not check if a smaller reporting company)

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

As of March 30, 2011, the  registrant  had  22,360,233  shares  of  common stock
issued and  outstanding.  No market value has  been computed based upon the fact
that no active trading market had been established as of December 31, 2010.


<PAGE>
                             REGENT TECHNOLOGIES, INC.
                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------

         Glossary of Oil and Natural Gas Terms                                 4
Item 1.  Business                                                              7
Item 1A. Risk Factors                                                         11
Item 1B. Unresolved Staff Comments                                            19
Item 2.  Properties                                                           19
Item 3.  Legal Proceedings                                                    24
Item 4.  [Removed and Reserved]                                               24
Item 5.  Market for Registrant's Common Equity, Related Stockholder Matters
          and Issuer Purchases of Equity Securities                           24
Item 6.  Selected Financial Data                                              25
Item 7.  Management's Discussion and Analysis of Financial Condition and
          Results of Operations                                               25
Item 8.  Financial Statements and Supplementary Data                          33
Item 9.  Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure                                                54
Item 9A. Controls and Procedures                                              54
Item 9B. Other Information                                                    55
Item 10. Directors and Executive Officers                                     55
Item 11. Executive Compensation                                               57
Item 12. Security Ownership of Certain Beneficial Owners and Management
          and Related Stockholder Matters                                     58
Item 13. Certain Relationships and Related Transactions                       59
Item 14. Principal Accounting Fees and Services                               59
Item 15. Exhibits                                                             59

            CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-K and other reports filed by  Regent  Technologies, Inc. ("Regent")
from time to time with the Securities and Exchange Commission  (collectively the
"Filings") contain  or may  contain forward looking  statements  and information
that are based upon beliefs of, and information currently available to, Regent's
management as well as  estimates and  assumptions made by  Regent's  management.
The Private Securities Litigation Reform Act of 1995 (the "Act") provides a safe
harbor for forward-looking  statements made by or on behalf of the Company.  The
Company  and its  representatives  may from  time to time make  written  or oral
statements that are  "forward-looking,"  including  statements contained in this
report and other filings with the Securities and Exchange Commission, reports to
the  Company's  shareholders  and news  releases.  All  statements  that express
expectations, estimates, forecasts or projections are forward-looking statements
within the meaning of the Act. In addition,  other  written or oral  statements,
which constitute forward-looking  statements, may be made by or on behalf of the
Company. Words such as "expects", "anticipates", "intends", "plans", "believes",
"seeks", "estimates",  "projects",  "forecasts",  "may", "should", variations of
such words and similar expressions are intended to identify such forward-looking
statements.

<PAGE>

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

Management cautions that  these forward-looking  statements are  subject to many
risks and uncertainties that could cause our actual results to differ materially
from  projections in  such  forward-looking statements. The risks, uncertainties
and other important factors that may cause our results to differ materially from
those projected  in such forward-looking statements are detailed under the "Risk
Factors".  We undertake  no obligation to update a forward-looking statement  to
reflect subsequent events, changed circumstances, or the occurrence of unantici-
pated events which included, among others, the following:


  -  difficult and adverse conditions in the domestic and global economies;

  -  changes in domestic and global demand for oil and natural gas;

  -  volatility in the prices we receive for our oil and natural gas;

  -  the effects of government regulation, permitting and other legalities;

  -  future developments with respect to the reserves on our properties;

  -  uncertainties about the estimates of our oil and natural gas reserves;

  -  our ability to increase our production through development;

  -  drilling and operating risks;

  -  the availability of equipment, such as drilling rigs and pipelines;

  -  changes in our drilling plans, related budgets and liquidity;

  -  other factors discussed under "Risk Factors" in Item 1A of this report.

Other unknown or unpredictable factors may cause actual results to differ mater-
ially from those projected by the forward-looking statements.  Unless  otherwise
required by law, we undertake no obligation  to publicly  update  or revise  any
forward-looking  statements,  whether as  a result  of new  information,  future
events or otherwise. We urge readers to review and consider disclosures  we make
in this and other reports. See in particular our reports on Forms 10-K, 10-Q and
8-K subsequently filed from time to time with the SEC.

In this Form 10-K, references to "we," "our," "us," the  "Company,"  or "Regent"
refer to  Regent Technologies, Inc., a Colorado corporation, and Regent's wholly
owned subsidiary, Regent Natural Resources Co., a Texas corporation, is referred
to as "Regent NRCo."

<PAGE>

--------------------------------------------------------------------------------
                      GLOSSARY OF OIL AND NATURAL GAS TERMS
--------------------------------------------------------------------------------

The following are description of some of the  terms as used herein regarding the
oil and gas industry:

     "Acquisition  of  properties"  are the costs  incurred to obtain  rights to
production  of oil and gas.  These costs  include the costs of acquiring oil and
gas leases and other interests.  These costs include lease costs, finder's fees,
brokerage fees, title costs, legal costs,  recording costs,  options to purchase
or lease interests and any other costs  associated  with the  acquisitions of an
interest in current or possible production.

     "Area of mutual  interest" means,  generally,  an agreed upon area of land,
varying in size, included and described in an oil and gas exploration  agreement
which  participants  agree will be  subject to rights of first  refusal as among
themselves,   such  that  any  participant  acquiring  any  minerals,   royalty,
overriding  royalty,  oil and gas leasehold  estates or similar interests in the
designated area, is obligated to offer the other participants the opportunity to
purchase their agreed upon  percentage  share of the interest so acquired on the
same basis and cost as  purchased  by the  acquiring  participant.  If the other
participants,  after a specific time period, elect not to acquire their pro-rata
share,  the acquiring  participant is typically then free to retain or sell such
interests.

     "Back-in  interests" involve the  transfer of interest in a property,  with
provision to the  transferor to receive a reversionary  interest in the property
after the occurrence of certain events.

     "Bbl" means barrel, 42 U.S. gallons liquid volume,  used in this  report in
reference to crude oil or other liquid hydrocarbons.

     "Bcf" means  billion cubic feet, used in this report in reference to gas or
gaseous hydrocarbons.

     "Bcfe"  means billions of cubic feet of gas  equivalent,  determined  using
the ratio of six thousand cubic feet of gas to one barrel of oil,  condensate or
gas liquids.

     "Boe" means barrels of crude oil equivalent, determined  using the ratio of
six mcf of natural gas to a bbl of crude oil, condensate or natural gas liquids.

     "Carried interests" means, generally, a  working interest  which  does  not
bear its share of the exploration costs until a designated well has been drilled
and completed to the  casing point or to the tanks, depending  on the agreement,
after which point the carried interest  must bear its share of the costs of pro-
duction.

     "Casing  Point"  means  the point in time at which an  election  is made by
participants  in a well  whether to proceed with an attempt to complete the well
as a producer or to plug and abandon the well as a non-commercial  dry hole. The
election is generally made after a well has been drilled to its objective  depth
and an evaluation has been made from drill cutting  samples,  well logs,  cores,
drill  stem  tests and other  methods.  If an  affirmative  election  is made to
complete the well for production,  production casing is then generally  cemented
in the hole and completion operations are then commenced.

                                           4
<PAGE>

     "Completion" means the process of  treating a drilled well  followed by the
installation of permanent equipment for the production of natural gas or oil.

     "Development  costs" are costs incurred to drill,  equip, or obtain access
to proved  reserves.  They include costs of drilling and equipment  necessary to
get products to the point of sale and may entail on-site processing.

     "Exploration  costs"  are  costs  incurred,  either  before  or after  the
acquisition of a property,  to identify areas that may have potential  reserves,
to examine specific areas considered to have potential  reserves,  to drill test
wells,  and drill  exploratory  wells.  Exploratory  wells are wells  drilled in
unproven  areas.  The  identification  of properties and examination of specific
areas will typically include  geological and geophysical costs, also referred to
as G&G, which include topological studies, geographical and geophysical studies,
and costs to obtain access to properties  under study.  Depreciation  of support
equipment, and the costs of carrying unproved acreage, delay rentals, ad valorem
property taxes,  title defense costs,  and lease or land record  maintenance are
also classified as exploratory costs.

     "Farmout" involves an entity's  assignment of all or a part of its interest
in a property in exchange for the assignee's obligation to expend all or part of
the funds to drill and equip the property.

     "Future net revenues,  before income taxes" means an estimate of future net
revenues from a property at a specified date, after deducting  production and ad
valorem taxes,  future capital costs and operating  expenses,  before  deducting
income taxes. Future net revenues,  before income taxes, should not be construed
as being the fair market value of the property.

     "Future net revenues,  net of income taxes" means an estimate of future net
revenues from a property at a specified date, after deducting  production and ad
valorem taxes, future capital costs and operating expenses, net of income taxes.
Future net revenues,  net of income taxes,  should not be construed as being the
fair market value of the property.

     "Mcf"  means  thousand  cubic  feet, used in this report to refer to gas or
gaseous hydrocarbons.

     "MMcf"  means  million  cubic  feet, used in this report to refer to gas or
gaseous hydrocarbons.

     "MBbl" means  thousand  barrels,  used in  this  report  to refer  to crude
oil or other liquid hydrocarbons.

     "mD" means One-thousandth of a darcy.

     "Gross" oil and gas wells or "gross"  acres is the total number of wells or
acres in which Regent has an interest.

     "Net"  oil and gas  wells or "net"  acres  are  determined  by  multiplying
"gross" wells or acres by Regent's interest in such wells or acres.

     "Oil and gas lease" or "Lease" means an agreement  between a mineral owner,
the lessor,  and a lessee  which  conveys the right to the lessee to explore for
and produce oil and gas from the leased lands. Oil and gas leases usually have a
primary term during  which the lessee must  establish  production  of oil and or
gas. If production is established within the primary term, the term of the lease
generally  continues in effect so long as production occurs on the lease. Leases
generally provide for a royalty to be paid to the lessor from the gross proceeds
from the sale of production.

                                           5
<PAGE>

     "Overpressured   reservoir"  are  reservoirs  subject  to  abnormally  high
pressure as a result of certain types of subsurface conditions.

     "Present  value of future net  revenues,  before income taxes" means future
net  revenues,  before  income  taxes,  discounted  at an annual  rate of 10% to
determine  their  "present  value." The present  value is shown to indicate  the
effect of time on the value of the revenue stream and should not be construed as
being the fair market value of the properties.

     "Present  value of future net  revenues,  net of income taxes" means future
net  revenues,  net of  income  taxes  discounted  at an  annual  rate of 10% to
determine  their  "present  value." The present  value is shown to indicate  the
effect of time on the value of the revenue stream and should not be construed as
being the fair market value of the properties.

     "Production  costs" means  operating  expenses and severance and ad valorem
taxes on oil and gas production.

     "Prospect" means a geologic anomaly which may contain hydrocarbons that has
been  identified  through the use of 3-D and/or 2-D seismic surveys and/or other
methods.

     "Proved oil and gas reserves"  are the  estimated  quantities of crude oil,
natural gas and  natural  gas liquids  which  geological  and  engineering  data
demonstrate  with  reasonable  certainty to be  recoverable in future years from
known reservoirs under existing economic and operating  conditions,  i.e. prices
and costs as of the date the estimate is made.  Prices include  consideration of
changes in existing prices provided only by contractual arrangements, but not on
escalations  based upon future  conditions.  Reservoirs are considered proved if
economic  producibility  is supported by either actual  production or conclusive
formation  test.  The area of a reservoir  considered  proved  includes (A) that
portion delineated by drilling and defined by gas-oil and/or oil-water contacts,
if any, and (B) the immediately  adjoining  portions not yet drilled,  but which
can  reasonably be judged as  economically  productive on the basis of available
geological and engineering data. In the absence of information on fluid contacts
the lowest known structural occurrence of hydrocarbons controls the lower proved
limit of the reservoir.

     "Proved  developed  oil and gas reserves" are reserves that can be expected
to be recovered  through  existing  wells with existing  equipment and operating
methods.  Additional  oil and gas reserves  expected to be obtained  through the
application  of  fluid  injection  or other  improved  recovery  techniques  for
supplementing  the natural forces and mechanisms of primary  recovery  should be
included as "proved developed reserves" only after testing by a pilot project or
after the  operation of an installed  program has confirmed  through  production
response that increased recovery will be achieved.

     "Proved undeveloped oil and gas reserves" are reserves that are expected to
be recovered from new wells on undrilled acreage, or from existing wells where a
relatively major expenditure is required for recompletion. Reserves on undrilled
acreage shall be limited to those drilling  units  offsetting  productive  units
that are  reasonably  certain of production  when drilled.  Proved  reserves for
other  undrilled  units can be claimed  only where it can be  demonstrated  with
certainty  that there is continuity of production  from the existing  productive
formation.  Under no  circumstances  should  estimates  for  proved  undeveloped
reserves  be  attributable  to any  acreage  for which an  application  of fluid
injection or other  improved  recovery  technique is  contemplated,  unless such
techniques  have been proved  effective  by actual  tests in the area and in the
same reservoir.

                                           6
<PAGE>

     "Reserve  target" means a geologic  anomaly which may contain  hydrocarbons
that has been  identified  through  the use of 3-D and 2-D  seismic  surveys and
or other methods.

     "Royalty  interest" is a right to oil,  gas, or other  minerals that is not
burdened  by the costs to develop or operate  the  related  property.  The basic
royalty interest is retained by the owner of mineral rights when his property is
leased for purposes of development.

     "Trend" means a geographical area where similar geological, geophysical, or
oil and gas reservoir and production characteristics may exist.

     "Seismic  option"  generally  means an agreement in which the mineral owner
grants  the right to acquire  seismic  data on the  subject  lands and grants an
option to acquire an oil and gas lease on the lands at a predetermined price.

     "2-D Seismic" means an advanced technology method by  which a cross-section
of the earth's subsurface is  created through the  interpretation  of reflecting
seismic data collected along a single source profile.

     "3-D Seismic" means an advanced  technology method  by which a three dimen-
sional image of the earth's subsurface is created through the  interpretation of
reflection  seismic data  collected  over a  surface grid.  3-D seismic  surveys
allow for a more  detailed understanding of the  subsurface than do conventional
surveys and  contribute  significantly  to a field's  appraisal, development and
production.

     "Water flood" is a method of secondary recovery in  which water is injected
into the reservoir formation to displace  residual  oil and  enhance hydrocarbon
recovery.

     "Working  interest"  is an  interest  in an oil  and gas  property  that is
burdened with the costs of development and operation of the property.

     "Workover" means operations on a producing well or an abandoned well to re-
store or increase production.


Item 1. Business
------- --------

General
-------

The terms "Company" and "Regent" when used herein mean Regent Technologies, Inc.
and  its  subsidiary.  Regent  Technologies,  Inc.,  formerly  Regent  Petroleum
Corporation, was  incorporated  under the  laws of  the  State  of  Colorado  on
January  18,  1980.   In  1994, new  management  redirected  the  Company's core
business  toward  the development of  emerging technologies and the shareholders
voted to rename the  Company.  During 1999, the  Company's subsidiary  companies
were divested in the ordinary course of  business including the sale of its com-
munication  assets to Allegiance  Telecom, a NYSE company.  Effective January 1,
1999, the Company re-entered the development state.

During  2005, the  current  President  received  the  necessary  information for
auditing the books and records of the  Company in  order to  file delinquent SEC
reports.  The Company  has been current in its SEC filings since  2005 including
the filing of the delinquent reports for the  quarterly and  annual periods from
1999 to 2004.
                                           7
<PAGE>

The  Company  has one subsidiary  that was  incorporated in  March  2007 and was
formed  to develop  operations  related to the life  sciences.  The subsidiary's
initial entry into life sciences was as the  management team for MacuCLEAR, Inc.
("MacuCLEAR"), a company organized for the development of a treatment for an eye
disease known as dry age-related macular degeneration. Our initial 10% ownership
of MacuCLEAR was financed through the sale of  subsidiary preferred  stock.  Mr.
Philip Ralston served as President of the subsidiary until he resigned effective
September 29,2010 to give full time to MacuCLEAR's Phase II clinical trials.  He
had served as President of our subsidiary since April 2007 and has served as CEO
and President of MacuCLEAR since December 2006.

Description of Business
-----------------------

Beginning in the third quarter, the Company restructured its management team and
refocused its core  business objectives  and strategy.  The Company's subsidiary
was approved for a name change on September 30, 2010 to Regent Natural Resources
Co. ("Regent NRCo"). We operate through two business divisions, the Energy Tech-
nology Division and the Natural Resources Division. Regent NRCo is a Texas based
independent exploration  and production company  engaged in the  acquisition and
development of  producing oil and  natural gas properties.  During the third and
fourth quarters of 2010,  the Company's subsidiary  acquired oil and gas assets,
consisting of both producing and proven undeveloped reserves.  We have rights to
proprietary  technologies which we  believe provide  Regent  an advantage in the
energy  industry.  Our  business  strategy is to exploit these advantages and to
generate long-term value for  our shareholders and partners.  We have funded and
intend to continue to fund operations from the sale of corporate securities, in-
cluding debt and equity.

Energy Technology Division
--------------------------

Our Energy Technology Division is involved in identifying  and developing emerg-
ing  technologies which  impact energy production.  We are currently  focused on
the development of a distinctive gearbox  designed for petroleum valve actuators
and large wind energy generators. Known as the Epi-Cloyd gearbox (the "E-C Gear-
box"), the  E-C Gearbox we are developing for the   wind energy industry is con-
structed to  provide a minimum of  10 years of continuous service.  The  primary
market of the  E-C Gearboxes will be replacement  of short-lived and  repeatedly
failed conventional  gearboxes currently in 1-3 megawatt wind  generators around
the U.S., although these gearboxes can also be used  in the installation of  new
wind generators with application to direct drive turbines.

We are also working to  apply the  unique performance of the  E-C Gearbox to the
control of  valve actuators.  Because of its durability  and ability to function
for many years in remote locales beyond the reach of normal maintenance service,
the E-C Gearbox is able to  bring reliable performance and financial  benefit to
its users in the petroleum industry and beyond.

Natural Resources Division
--------------------------

During the third quarter,  Regent RNCo acquired oil and gas leases in North Cen-
tral Texas on which it intends to  explore for crude oil and natural gas through
drilling activities and to  ultimately produce oil and natural gas.  Our Natural
Resources  Division  also has  initiatives for acquiring  additional oil and gas
leases for which it can  explore  through drilling, and for  acquiring  existing
producing properties that it has identified in the same general region of Texas.

                                           8
<PAGE>

By identifying  oil and gas fields with  Proven Reserves in relative close prox-
imity, we believe we  can successfully and  significantly  increase the reserves
and the production through our proprietary enhancement  technologies.   Our core
technology involves restoring or increasing the productivity of wells which have
insufficient reservoir drive due to formation damage.

Business Growth Strategy
------------------------

The objective of our Energy Technology Division is to apply the E-C Gearbox to a
wide  variety  of  applications  throughout  the global  energy industry to both
diversify and increase revenues for the Company.

The objective of our Natural Resources Division is to explore and develop exist-
ing oil and gas leases  and to selectively  acquire  additional  prospects where
reserves can  be identified  with confidence, can be  economically  produced and
where  levels of production can  be raised quickly and sustained for the highest
return on  investment.  The Natural Resources  Division  will  also  pursue  the
acquisition of existing producing  properties that  provide the best opportunity
for near term positive cash flow and that have additional development potential.

The key elements of our strategy to accomplish the named objectives include:

-  Selectively pursuing strategic partnerships with industry partners that may
   expand or complement our energy technology development operations.

-  Entering into  joint ventures with oil and gas operators who have extensive
   experience and expertise in the  areas selected for exploration to allow us
   to obtain working interests in a number of prospects with minimal overhead.

-  Focus on shallow oil exploration and production which will allow us to grow
   our reserves and production with reasonable risk-reward potential.

-  Acquire existing producing properties that provide the best opportunity for
   positive cash and that have additional development potential.

Our property acquisition efforts are  and will be focused on pursuing opportuni-
ties that fit well  within existing Company  properties, in areas  where  we are
establishing new operations or in areas where we believe that a base of existing
production will produce an adequate foundation for economies of scale.

Marketing and Major Customer
----------------------------

We derive revenue principally from the sale of oil and natural gas. As a result,
our revenues  are determined, to a large degree,  by prevailing prices for crude
oil and  natural gas.  The market price for oil and  natural gas is  dictated by
supply and demand, and we cannot accurately predict or  control the price we may
receive for our oil and natural gas.  We currently sell our product to Plains
Marketing
                                           9
<PAGE>

Competition
-----------

The oil and gas industry is highly competitive.  We encounter strong competition
from  other independent and  major oil and gas companies in acquiring properties
and securing  trained personnel.  Many of these competitors  have  financial and
technical resources and staffs substantially larger than ours.  As a result, our
competitors may be able to pay more for  desirable oil and gas properties, or to
evaluate, bid for and purchase a greater number of properties than our financial
or personnel  resources will permit.  Furthermore, these companies  may also  be
better able to  withstand the financial  pressures of  failed drilling attempts,
sustained periods of  volatility and generally adverse  global and industry-wide
economic conditions, and may be better able to absorb the burdens resulting from
changes in relevant laws and regulations,  which would adversely affect our com-
petitive position.

We are also affected by  competition  for drilling rigs  and the availability of
related equipment. To the extent that in the future we acquire and develop unde-
veloped properties, higher  commodity prices  generally increase  the demand for
drilling rigs, supplies,  services, equipment  and crews, and can lead to short-
ages of, and increasing costs for,  drilling equipment, services  and personnel.
Competition is also  strong for  attractive oil  and gas  producing  properties,
undeveloped leases and  drilling rights, and we cannot  provide  assurance  that
we will  be able  to  compete  satisfactorily  when  attempting to  make further
acquisitions.

Principal Office
----------------

Our principal office is located at  5646 Milton, Suite 722, Dallas, Texas 75206.
The rent is $580 per month and the lease expires in June, 2013. The rent expense
is shared with two other tenants.

Employees
---------

Other than  our directors and officers, as of  December 31, 2010, we do not have
employees. We anticipate that we will be conducting most of our business through
our management and consultants.

Transfer Agent
--------------

On December 28, 2007, the  Company appointed  Securities Transfer Corporation as
the Transfer  Agent to  handle securities  transactions  for  the  Company.  The
address for Securities Transfer Corporation  is 2591  Dallas Parkway, Suite 102,
Frisco, Texas 75034.

Company Financial Information
-----------------------------

The public may  read and  copy any  materials the Company  files with the SEC at
the SEC's Public Reference Room at  100 F Street, NE, Washington, D.C. 20549, on
official  business  days  during the  hours of 10 a.m. to 3 p.m.  The public may
obtain information on the operation of the Public  Reference Room by calling the
Commission at 1-800-SEC-0330 or through  internet access via the Edgar reporting
system.

                                           10
<PAGE>

Item 1A.  Risk Factors
--------  ------------

RISKS RELATED DIRECTLY TO OUR COMPANY ARE NUMEROUS.
---------------------------------------------------

One should carefully  consider the  following  risk factors, in  addition to the
other  information set forth in this  Report, before  investing in shares of our
common stock.  Each of these  risk factors  could adversely affect our business,
operating  results  and financial  condition, as  well as  adversely  affect the
value of an  investment  in our  common stock.  Some  information in this report
may  contain "forward-looking" statements  that discuss  future  expectations of
our financial condition and  results of operation.  The  risk  factors  noted in
this section and  other factors could cause our  actual  results  to differ from
those contained in any forward-looking statements.

OUR COMPANY HAS A LIMITED OPERATING HISTORY.

Our limited operating history  makes it difficult  for us to evaluate our future
business  prospects  and make decisions  based on those estimates of  our future
performance.  Although our  management team has been engaged in technology deve-
lopment  for an  extended  period of time,  we did  not begin  operations of our
current business concept until recently. Therefore, it is difficult  to forecast
our future results  based upon our  historical data.  Reliance on the historical
results of our  acquisition targets  may not be representative of the results we
will achieve,  particularly in  our combined form.  Because of the uncertainties
related to our lack of  historical operations, we may be hindered in our ability
to anticipate and timely adapt  to increases or decreases in income or expenses.
If we make poor budgetary  decisions as a  result of unreliable historical data,
we could be  less  profitable or incur losses, which may  result in a decline in
our stock price.

COMPETITION FOR RENEWABLE ENERGY TECHNOLOGY AND NATURAL RESOURCES ARE FIERCE.

The worldwide  energy industry is  highly  fragmented and  we are competing with
numerous companies looking for renewable energy technologies and capital related
thereto.  We are one of the smallest energy technology development companies and
are an  infinitely  small participant in  the oil and  gas exploration business.
The presence of  competing   technology development  companies  will  impact our
ability to raise additional capital in order  to fund our technology programs if
investors  are of the view that investments in competitors  are more attractive.
We  will  also  be  competing  with  other  technology  companies  for available
resources,  including,  but  not  limited  to,  qualified  personnel, properties
suitable for exploration and development, and green energy technologies.

WE COULD BE IN AN EXTENDED GLOBAL ECONOMIC RECESSION.

The current global  economic and  financial  crisis could  lead  to an  extended
national  or global economic recession.   A slowdown in economic activity caused
by a recession  would likely reduce  national and  worldwide  demand for oil and
natural  gas and result in lower  commodity prices  for  long  periods  of time.
Prices for oil and natural gas have decreased  significantly from highs in 2008.
In the last eighteen months, oil  prices  have decreased by up to one half their
highest  prices and natural gas prices  have  decreased by more  than two thirds
during this time period.  Costs of exploration,  development and production have
not yet adjusted to current economic conditions or  in proportion to the reduced
product prices.  Prolonged,  substantial decreases in oil and natural gas prices
would  likely have a  material  adverse effect on  Regent's business,  financial
condition and results of operations,  could  further limit the  Company's access
to credit and could hinder its ability to satisfy its capital requirements.


                                           11
<PAGE>

CAPITAL AND CREDIT MARKETS VOLATILITY MAKE FUNDING UNCERTAIN.

Capital  and  credit  markets  have  experienced  unprecedented  volatility  and
disruption  during the  last  half  of 2008 and  continued  to be  unpredictable
through  2009 and into 2010.  Given the  current levels of market volatility and
disruption, the  availability of  funds from  those  markets has diminished very
substantially. Further, arising from concerns  about the  stability of financial
markets  generally  and  the  solvency of  borrowers  specifically, the  cost of
accessing the credit markets  has increased as many lenders have raised interest
rates, enacted tighter lending standards or  have  altogether  ceased to provide
funding  to  borrowers.  Accordingly, we  are evaluating  numerous  and  various
alternatives, such as  joint ventures with  third parties, or  sales of interest
in one or more of its properties.  Such transactions if undertaken, could result
in a reduction in  the  Company's operating  interests or require the Company to
relinquish  the right to  operate the property.  There can  be no assurance that
any such transactions  can be completed or that  such transactions  will satisfy
the Company's operating capital requirements.

Our Company has no  commitments  to obtain  any  additional  financing and there
can be no assurance that additional financing will be  available, when required,
on  favorable  terms to us.  The inability to  obtain additional financing could
have a material adverse effect on us, including  requiring us to curtail our oil
and gas  acquisition  and  development plans  of our  properties  and technology
development of our emerging energy technologies.  Any  additional  financing may
involve substantial dilution to the interests of our shareholders at that time.

A MAJORITY OF OUR OUTSTANDING COMMON STOCK IS CLOSELY HELD AND ILLIQUID.

Our  directors  and  executive officers collectively own most of our outstanding
voting  stock.  Accordingly,  these  stockholders,  as a group, will  be able to
control  the  outcome  of  stockholder  votes,  including  votes  concerning the
election  of directors, the adoption or amendment of  provisions in our Articles
of  Incorporation  and  our  Bylaws,  and  the  approval  of  mergers  and other
significant  corporate transactions.  These factors may also have  the effect of
delaying  or  preventing  a change in our  management or our voting control. Our
Articles of Incorporation do not provide for cumulative voting.

The liquidity of our common stock may be  adversely affected, and  purchasers of
our common stock  may have difficulty  selling our common stock, if  our  common
stock does not trade in a suitable trading market.  There is presently a limited
public market for our common stock, and  there is no assurance that a market for
our securities will develop.  It is likely that any  market for our common stock
will be highly  volatile  and that  trading in  any such market will be limited.
The trading price of our common stock could  be  subject to wide fluctuations in
response to  quarter-to-quarter  variations in our operating results, notices of
our drilling results and other events or factors.

WE DO NOT INTEND TO DECLARE DIVIDENDS IN THE FORESEEABLE FUTURE.

We have not paid any cash dividends on our common stock  since our inception and
we do not anticipate paying cash dividends in the  foreseeable future. We intend
to retain  our  earnings,  if  any,  to  provide  funds  for reinvestment in our
acquisition  and  exploration  activities.   Therefore,  we  do  not  anticipate
declaring or paying  dividends in the  foreseeable  future.  Further, payment of
dividends, if  any,  in  the  future  is  within the discretion of the  board of
directors and will depend on our earnings, if any, our  capital requirements and
financial condition and other relevant factors.

                                          12
<PAGE>

RISKS RELATED TO OIL AND GAS EXPLORATION AND DEVELOPMENT ARE SUBSTANTIAL.
-------------------------------------------------------------------------

OUR PLANS TO RE-ENTER OIL AND GAS PROPERTIES HAS INHERENT RISKS.

We will  own or lease  properties that for many years have produced oil and gas.
It is not uncommon for such  properties to  be contaminated  with  hydrocarbons.
Although we or  previous owners  of these interests may have  used operating and
disposal  practices that were standard in the industry at the time, hydrocarbons
or other wastes may have been disposed of or released on or under the properties
or on or under other locations  where such wastes  have been taken for disposal.
These properties  may be subject to  federal or  state  requirements  that could
require us to remove any the wastes or to remediate the resulting contamination.
In addition to properties that we operate, we  have interests in many properties
which are operated by third parties over whom we have limited control.  Notwith-
standing our lack of control  over properties operated by others, the failure of
the previous owners or operators to comply with applicable environmental regula-
tions may, in certain circumstances, adversely impact us.

EXPLORATORY DRILLING IS A SPECULATIVE ACTIVITY THAT MAY FAIL COMMERCIALLY.

Drilling  activities  are subject  to many  risks, including  the  risk  that no
commercially productive  oil or gas reservoirs  will be  encountered.  There can
be no assurance that new wells drilled by us  will be productive or that we will
recover  all or any portion  of our  investment.  Drilling for  oil and  gas may
involve unprofitable efforts, not only  from dry wells, but also from wells that
are productive but do not  produce sufficient net  revenues to  return  a profit
after drilling, operating and other costs.  The cost of drilling, completing and
operating  wells is often  uncertain.  Our drilling operations may be curtailed,
delayed or  canceled  as a result of a  variety of  factors,  many of  which are
beyond  our  control, including  economic conditions, mechanical  problems, high
pressure or irregularities  in  formations, title  problems, weather conditions,
compliance with  governmental  requirements  and  shortages in  or delays in the
delivery of  equipment and  services.  In  today's  environment, shortages  make
drilling rigs, labor and services difficult to obtain and could  cause delays or
inability  to proceed  with our drilling and  development plans.  Such equipment
shortages and  delays sometimes  involve  drilling  rigs where inclement weather
prohibits the  movement of land rigs  causing a high demand for  rigs by a large
number of companies during a  relatively short period of time.  Regent's  future
drilling activities may not be successful.  Lack of drilling success  could have
a material adverse effect on our financial condition and results of operations.

OIL AND GAS OPERATIONS ARE SUBJECT TO HAZARDS.

Our operations are also  subject to all the  hazards and risks normally incident
to the  development,  exploitation,  production and  transportation of, and  the
exploration for, oil and natural gas, including  unusual or unexpected  geologic
formations,  pressures, down  hole fires, mechanical failures, blowouts,  leaks,
explosions, uncontrollable  flows of oil,  gas or well  fluids and pollution and
other environmental risks.  These hazards could result in  substantial losses to
us due to injury and loss of life, severe damage to and destruction  of property
and  equipment,  pollution and  other  environmental  damage and  suspension  of
operations.  We participate in insurance coverage maintained  by the operator of
its  wells, although  there can be  no  assurances  that such  coverage  will be
sufficient to prevent a material adverse effect to us in such events.

                                          13
<PAGE>

WE NEED CAPITAL TO DEVELOP OUR PROVED RESERVES AND TO PURSUE THE ACQUISITION OF
PRODUCING OIL AND GAS PROPERTIES AND LEASES.

The vast majority of  our oil and natural gas reserves  are classified as proved
reserves.  Recovery of the Company's  future  proved  undeveloped  reserves will
require significant  capital expenditures as will the pursuit of the acquisition
of producing oil and gas properties and leases.  Regent's  management estimates,
but can make no guarantee, that our financing sources will be sufficient to fund
our planned development activities or that development activities will be either
successful or in  accordance  with our schedule.  Additionally, any  significant
decrease in  oil and  gas  prices or  any  significant  increase  in the cost of
development  could  result in a  significant  reduction  in the  number of wells
reworked and/or drilled.  No assurance can be  given that any wells will produce
oil or gas in commercially profitable quantities.

WE ARE SUBJECT TO RISKS UNDER THE CURRENT GOVERNMENT PROPOSED BUDGET.

The Obama  administration has  recently  set forth  budget  proposals  which  if
passed, would significantly curtail our  ability to  attract investors and raise
capital.  Proposed changes in the  federal income tax laws which would eliminate
or reduce the percentage  depletion deduction and   the deduction for intangible
drilling and  development costs for  small independent  producers, will  greatly
reduce the investment capital available to those in the industry  as well as our
Company.  An extended  time to expense  seismic  costs will also have an adverse
effect on our ability to explore and find new reserves.

WE ARE SUBJECT TO VARIOUS OPERATING AND OTHER CASUALTY RISKS.

Our oil and gas business involves a variety of  operating  risks, including, but
not limited to, unexpected  formations  or  pressures,  uncontrollable  flows of
oil, gas, brine  or  well  fluids into  the environment  (including  groundwater
contamination), blowouts,  fires, explosions, pollution and  other risks, any of
which could result in personal injuries, loss of life, damage to  properties and
substantial losses.  Although  we carry  insurance at levels that we believe are
reasonable, we  are  not  fully insured  against  all risks.  We  do  not  carry
business interruption insurance.  Losses and liabilities  arising from uninsured
or under-insured  events could have a material  adverse effect on  our financial
condition and operations.

We plan  to increase to some extent our development and, to a lesser extent, our
exploration activities.  Drilling of oil and gas  reserves involve a high degree
of risk that no commercial production will be found and/or that  production will
be insufficient to recover drilling and completion costs.  The cost of drilling,
completing and operating wells is  often uncertain.  Our drilling operations may
be  curtailed, delayed or  canceled as a  result of  numerous factors, including
title  problems, weather conditions,  compliance with governmental  requirements
and shortages or delays in the  delivery  of equipment.  Furthermore, completion
of a well does not assure a profit  on the investment or a recovery of drilling,
completion and operating costs.

WE ARE SUBJECT TO CERTAIN TITLE RISKS.

Our  Company  employees  and contract land  professionals  have  reviewed  title
records or other  title review  materials  relating to  substantially all of our
producing  properties.   The  title  investigation  performed  by  us  prior  to
acquiring  undeveloped  properties  is  thorough, but  less rigorous  than  that
conducted prior to  drilling, consistent with industry standards.  We believe we
have  satisfactory  title to all our  producing  properties in  accordance  with
standards generally  accepted in the oil  and gas industry.  Our  properties are
subject to customary royalty interests, liens incident to operating  agreements,
liens for  current taxes  and other burdens, which we  believe do not materially
interfere with the use of or  affect the value of such properties.

                                          14
<PAGE>

OIL AND NATURAL GAS PRICES FLUCTUATION MAY ADVERSELY IMPACT OUR RESULTS.

Our revenues, profitability, and the  book  value of our  oil and gas properties
are  substantially dependent upon prevailing prices of, and demand  for, oil and
gas and the  costs of  acquiring,  finding, developing, and  producing reserves.
Our ability to  obtain borrowing capacity, to repay future  indebtedness, and to
obtain additional  capital on favorable terms  is also  primarily dependent upon
oil and gas prices which historically  have been subject to wide fluctuations in
response to: (i) relatively  minor changes in the supply of, and demand for, oil
and  gas; (ii) market  uncertainty; and (iii)  a variety of  additional factors,
all of which are beyond our control.  These factors include domestic and foreign
political conditions, the price  and availability of  domestic and  imported oil
and gas, the  level  of consumer  and industrial  demand, weather, domestic, and
foreign  government relations, the price and  availability of  alternative fuels
and  overall  economic  conditions.  Also, the  marketability of  our production
depends in part upon  the availability, proximity and capacity of gathering sys-
tems, regulated pipelines and processing facilities.

WE MAY BE RESPONSIBLE FOR ABANDONMENT COSTS OF OIL AND GAS PROPERTIES.

We are responsible for payment of plugging and abandonment costs  on our oil and
gas properties  pro rata to our  working interest.  Based on  our experience, we
anticipate that in most cases,  the  ultimate  aggregate salvage  value of lease
and  well equipment  located on our  properties  should be equal to the costs of
abandoning such properties. There can be no  assurance, however, that we will be
successful in avoiding  additional  expenses in connection  with the abandonment
of any of our properties.  In addition,  abandonment costs  and their timing may
change  due  to many  factors, including  actual  production  results, inflation
rates and changes in environmental laws and regulations.

GENERAL RISKS THAT IMPACT THE OIL AND GAS INDUSTRY.
---------------------------------------------------

WE ARE SUBJECT TO VARIOUS GOVERNMENTAL REGULATIONS.

Our operations  are affected  from time to time in  varying degrees by political
developments and federal, state and local laws  and regulations.  In particular,
oil  and gas production  related operations  are or  have been subject  to price
controls, taxes  and other laws  and  regulations relating  to the  oil  and gas
industry.   Failure  to comply  with  such  laws  and regulations  can result in
substantial penalties. The regulatory burden on the oil and natural gas industry
increases  our cost of doing  business and  affects our profitability.  Although
we believe we will work  in substantial compliance  with all applicable laws and
regulations, because  such laws and  regulations are frequently amended or rein-
terpreted, we are unable to predict the future cost or  impact of complying with
such laws and regulations.

FEDERAL REGULATION OF NATURAL GAS IS SIGNIFICANT AND COMPLEX.

Sales of natural gas by  us are not regulated  and are generally  made at market
prices.  However, the  Federal Energy  Regulatory Commission ("FERC")  regulates
interstate  natural gas  transportation rates and service conditions, which will
affect the  marketing of  natural gas  produced  by us, as well  as the revenues
received by us for sales of such production.

                                          15
<PAGE>

Since the mid-1980's,  the FERC has  issued a series  of orders,  culminating in
Order Nos. 636, 636-A  and 636-B ("Order 636"), that have  significantly altered
the  marketing  and  transportation of  natural gas.  FERC Order 636  mandated a
fundamental  restructuring  of  interstate  pipeline  sales  and  transportation
service,  including the  unbundling by  the  interstate  pipelines of the  sale,
transportation,  storage  and other  components of the  city-gate sales services
that such pipelines previously performed.  One of the FERC's purposes in issuing
orders was to increase competition.  While any  additional  FERC action on these
matters would  affect us only indirectly,  these policy statements  and proposed
rules and new changes are intended to further enhance competition in natural gas
markets.  We cannot predict what direction the  FERC will take on these matters,
nor  can we predict whether the FERC's actions  will achieve  its stated goal of
increasing  competition in natural gas markets.  However, we do not believe that
we will be treated materially differently  than other natural gas  producers and
marketers with which we will compete.

FEDERAL REGULATION OF OIL AND PRODUCT TRANSPORTATION CAN IMPACT PRICES.

The price we receive from the sale of oil is affected  by the cost of transport-
ing such  products to market.  Effective  January 1, 1995, the  FERC implemented
regulations  establishing an  indexing system for  transportation rates  for oil
pipelines  which would index such  rates to inflation.  These  regulations could
increase the cost of transporting oil by interstate pipelines or reduce wellhead
prices for oil.

COMPLIANCE WITH THE TEXAS RAILROAD COMMISSION REGULATIONS IS COSTLY.

The State of Texas and many other states regulate oil and gas operations includ-
ing permits for drilling, field operations, bonds and  reports concerning opera-
tions and impose other  requirements relating to the exploration for and produc-
tion of oil and gas.  Texas  also has statutes or regulations addressing conser-
vation matters, including  provisions for the unitization or pooling of oil  and
gas properties, the establishment of maximum rates of  production from wells and
the  regulation of spacing, and abandonment.

ESTIMATED RESERVES ARE BASED ON MANY ASSUMPTIONS THAT MAY BE INACCURATE.

Estimates of oil and natural gas reserves are inherently imprecise.  The process
of estimating oil and  natural gas reserves is complex.  It requires interpreta-
tions of available  technical data and  many assumptions, including  assumptions
relating to economic factors.  Any significant inaccuracies in these interpreta-
tions or assumptions could  materially affect the  estimated quantities and pre-
sent value of  reserves.  To prepare our estimates,  we must project  production
rates and the timing  of development expenditures.  We must also  analyze avail-
able  geological,  geophysical,  production  and engineering  data.  The extent,
quality and reliability of this data can vary.  The process also requires econo-
mic  assumptions about matters such as  oil and natural gas prices, drilling and
operating  expenses, capital  expenditures, taxes  and availability of funds for
capital expenditures.

The present value of  future net cash  flows from our proved reserves may not be
necessarily the same as the current market value of the Company's  estimated oil
and natural gas reserves. We base the estimated discounted future net cash flows
from our proved reserves on prices  and costs in effect  on the day  of estimate
which may change suddenly and significantly.

                                          16
<PAGE>

WE ARE SUBJECT TO VARIOUS ENVIRONMENTAL RISKS AND COSTS.
-------------------------------------------------------

ENVIRONMENTAL REGULATION SERIOUSLY IMPACTS OIL AND GAS OOPERATOINS.

Our operations and properties will be subject to extensive and changing federal,
state and  local laws  and regulations  relating  to  environmental  protection,
including  the generation,  storage, handling and  transportation of oil and gas
and the discharge of  materials into the environment, and relating to safety and
health.  The recent  trend in environmental legislation and regulation generally
is toward  stricter standards, and this  trend will likely continue.  These laws
and regulations  may require the acquisition of a permit  or other authorization
before  construction or  drilling commences  and  for certain  other activities;
limit or prohibit  construction, drilling and other activities  on certain lands
lying  within  wilderness  and  other  protected  areas; and  impose substantial
liabilities  for pollution  resulting from our operations.  The permits required
for our various  operations are subject  to revocation, modification and renewal
by issuing  authorities.  Governmental  authorities have  the  power  to enforce
compliance  with  their  regulations,  and  violations  are  subject  to  fines,
penalties  or injunctions.  In the opinion of  management, we are in substantial
compliance  with current  applicable environmental laws  and regulations, and we
have no material  commitments for capital  expenditures to  comply with existing
environmental  requirements.  Nevertheless,  changes  in existing  environmental
laws and  regulations or in  interpretations thereof  could  have a  significant
impact  on us.  The  impact of such  changes, however, would  not likely  be any
more burdensome to us than to any other similarly situated oil and gas company.

THE SUPERFUND LAWS REMAIN ONEROUS.

The federal  Comprehensive  Environmental Response, Compensation,  and Liability
Act ("CERCLA"), also known as the "Superfund" law, and similar state laws impose
liability, without  regard to fault or the legality of  the original conduct, on
certain  classes of  persons  that are  considered  to have  contributed  to the
release of a "hazardous substance"  into the environment.  These persons include
the owner or  operator of the  disposal site or sites where the release occurred
and companies that  disposed or arranged for the disposal of the hazardous waste
and substances found at the site.  Persons who are  or were responsible  for re-
leases of hazardous  substances under CERCLA may be subject to joint and several
liability for the costs of  cleaning up the hazardous substances  that have been
released into the environment and for damages to natural resources. Furthermore,
neighboring  landowners and  other third parties  may file  claims for  personal
injury and property damage allegedly caused by the hazardous substances released
into the environment.

THE EPA IS INCREASING REGULATION OF OIL AND GAS OPERATIONS.

We will  generate typical  oil and gas  field wastes, including hazardous wastes
that are  subject to  the Federal Resources  Conservation  and Recovery  Act and
comparable  state statutes.  The  United States Environmental Protection  Agency
and various  state agencies  have limited the  approved methods of  disposal for
certain  hazardous and non-hazardous wastes.  Furthermore, some wastes generated
by our oil and gas operations  that are currently exempt from regulation  may in
the future be designated as "hazardous wastes", and therefore be subject to more
rigorous and costly operating and disposal requirements.

                                          17
<PAGE>

Also, the Oil Pollution Act ("OPA") imposes a variety of requirements on respon-
sible parties for onshore and offshore production facilities and vessels related
to the prevention of oil spills and liability for damages  resulting  from  such
spills  in waters of the  United States.   The "responsible  party" includes the
owner or  operator of an onshore  facility or vessel  or the lessee or permittee
of, or the  holder of a right of use and easement for, the area where an onshore
facility  is located.  OPA assigns liability to  each responsible party  for oil
spill removal costs and a variety of public and private damages from oil spills.
Few defenses  exist to the  liability for  oil spills  imposed by OPA.  OPA also
imposes  financial responsibility requirements.  Failure  to comply with ongoing
requirements or  inadequate cooperation in a spill event may subject a responsi-
ble party to civil or criminal enforcement actions.

OTHER BUSINESS RISKS
--------------------

FAILURE TO OBTAIN FINANCING ON ACCEPTABLE TERMS

The  Company's  operations  depend on its  ability to obtain  financing  for its
working capital and  capital  expenditure  requirements  and for  making  future
acquisitions. If the Company is not able to obtain suitable financing, its costs
could  increase  and its  revenues  could  decrease,  or the  Company  could  be
precluded from continuing its operations at current or desired  levels,  or from
making  future  acquisitions.  Increases  in  interest  rates  can  make it more
difficult  and  expensive  to obtain the funds  needed to operate the  Company's
businesses.   The  applicable  interest  rates  on  the  revolving  bank  credit
facilities  that  the  Company  has in  place  fluctuate  based  on  changes  in
short-term  interest  rates.  Increases  in interest  rates would  increase  the
Company's  interest  expense  and  adversely  affect  the  Company's  results of
operations and its ability to make acquisitions.

INADEQUATE MANAGEMENT AND INTERNAL SYSTEMS FOR GROWTH

To manage the Company's future growth, the Company's management must continue to
improve  operational and  financial  systems.  As the Company continues to grow,
it will also  need  to  recruit  and  retain  additional   qualified  management
personnel,  and its  ability  to do so will  depend  upon a number  of  factors,
including  the Company's  results of  operations  and prospects and the level of
competition then prevailing in the market for qualified  personnel.  At the same
time,  the Company  will likely be  required to manage an  increasing  number of
relationships  with  various  customers  and  other  parties.  If the  Company's
management personnel, systems, procedures and controls are inadequate to support
its operations,  expansion could be slowed or halted and the opportunity to gain
significant  additional market share could be impaired or lost. Any inability on
the part of the Company's  management to manage the Company's growth effectively
may adversely affect its results of operations.

FAILURE OF THE COMPANY'S ACCOUNTING CONTROLS AND PROCEDURES

Although the Company  evaluates its internal  controls over financial  reporting
and the Company's disclosure controls and procedures at the end of each quarter,
any system of controls,  however well designed and operated, is based in part on
certain  assumptions and can provide only reasonable,  not absolute,  assurances
that the objectives of the system are met. Any failure or  circumvention  of the
controls  and  procedures  or  failure  to comply  with  regulations  related to
controls and  procedures  could have a material  adverse effect on the Company's
results of operations.

                                          18
<PAGE>

Item 1B. Unresolved Staff Comments
-------- -------------------------

None.


Item 2.  Properties
-------  ----------

All of our  properties and near  term  prospects are located in the  Mexia-Talco
Fault Zone of the  East Texas Basin and the  Eastern Shelf of the Midland Basin,
both mature  producing oil and  gas horizons located in Texas.

Mexia-Talco geologic overview
-----------------------------

The East Texas Basin is a structural embayment of the Gulf Coast Basin. While it
is bounded on the east by the Sabine Uplift and the  East Texas Oil Field, it is
bounded on the north and west by the Mexia-Talco Fault Zone and what are  called
the  Woodbine Fault-Line fields.  In its deepest part, the  basin is filled with
more than  13,000 feet (>3960 m) of Mesozoic and  Tertiary strata (Wood and Gue-
vara, 1981) that were structurally modified by mobilization of the Middle Juras-
sic Louann Salt (Lahee, 1929).  This salt  movement included the  development of
the Van salt dome which is overlain by the massive Woodbine Van Oil Field in Van
Zandt County in north central Texas.  The Woodbine Fault-Line fields run through
Milam, Falls, Limestone,  Freestone, Navarro, Henderson, and Kaufman counties in
east central Texas with related production in  Hill and Ellis counties.  The six
oil and gas  fields on  the west faults are Mexia  (Limestone County, discovered
1920), Currie (Navarro County, 1921), North Currie (Navarro County 1922), Powell
(Navarro County, 1923),  Richland (Navarro County, 1924), and Wortham (Freestone
County, 1924). Powell, Mexia, and Wortham are the most productive of the fields.

The first field to be discovered was Mexia in northwestern Limestone County, and
it introduced the concept  of fault-line production in the  Woodbine sands which
has continued through today. By January 1, 1993, the reporting fault-line fields
yielded annual production of 292,250 barrels of oil and 13,553,000 cubic feet of
casinghead gas.  Combined cumulative production for all of the fields climbed to
280,948,170  barrels of oil by 1993, after  more than seventy years of operation
(Railroad Commission of Texas, Annual Report of the Oil and Gas Division, Austin
1992).  Since 1993, all of the fault-line  fields have continued to produce with
new  drilling and  production, some of which  included original pressures in the
Woodbine formation and  enhanced production from zones above the Woodbine forma-
tion, primarily the  Austin Chalk.  The Company has three tracts in Hill County,
two of which have all of our Proved Undeveloped Reserves which are proven in the
Austin Chalk and Woodbine formations at less than 1,500 feet.  We are working on
an area of mutual interest in a multi-county area for future exploration.

Eastern Shelf geologic overview
-------------------------------

The depositional and tectonic history of the  Eastern Shelf of the Midland Basin
reveals  reservoir rocks  consisting of porous limestone,  dolomite, dolomitized
mudstone and wackestone, and lesser amounts of fine-grained  clastics frequently
associated  with evaporites, redbeds and  sabkha facies.  These rocks  appear to
have been  deposited in  platform edge,  open-shelf, intertidal, supratidal, and
restricted-shelf environments associated with platform growth. The Pennsylvanian
rests directly upon the eroded Ordovician Ellenburger over much of the area, al-
though in places a thin remnant of Mississippian lies between the  Pennsylvanian

                                          19
<PAGE>


and Ordovician.  The lower Pennsylvanian  was deposited upon a gently undulating
eroded surface, with the exception of some narrow grabens  that formed along the
east side of the  Eastern Shelf as part of the  north trending flexure that lies
between the deeper Midland Basin to the west, and the Bend Arch to the east. The
recurring gentle uplift  of many of the eroded pre-Pennsylvanian structures took
place during the  Pennsylvanian and influenced the  deposition of cleaner carbo-
nates or the growth of reefs in  association with the slightly shallower waters.
This is the reason for the  occurrence of minor oil accumulations in the Ordovi-
cian Ellenburger  dolomites beneath or near many of the  producing Pennsylvanian
reef fields.

Reservoir rocks consist of porous  limestone, dolomite, dolomitized mudstone and
wackestone, and  lesser  amounts of fine-grained  clastics frequently associated
with evaporites,  redbeds and  sabkha  facies.  These rocks  appear to have been
deposited in platform edge,  open-shelf, intertidal, supratidal, and restricted-
shelf environments associated with platform growth.  Reservoirs are contained in
Permian  Wolfcampian, Leonardian  Clear  Fork  Formations, and   Guadalupian San
Andres,  Grayburg,  Queen,  Seven Rivers and  Yates Formations.  Gross reservoir
thicknesses range up to 1,000 feet, porosities average 10 percent, and permeabi-
lities  average 6 mD. The drilling depths vary  from 3,000  to 10,000 feet.  The
Company has a small carried working interest in the first well drilled  on a 153
acre tract in Coke County.

Reserves
--------

There are numerous uncertainties inherent in estimating quantities of proved oil
and gas reserves and  estimates of reserve  quantities and values must be viewed
as being  subject to significant change as more data about the properties become
available.  The  independent  engineering firm  RCM Engineering, Inc. of Dallas,
Texas ("RCM"), has estimated our oil and gas reserves  and the  present value of
future net  revenues  therefrom as of  December 31, 2010.  Those  estimates were
determined based on prices and  costs as of or for the twelve month period ended
December 31, 2010.  Since January 1, 2010,  we have not filed, nor was it neces-
sary to file,  any reports concerning our oil and gas  reserves with any federal
authority or agency, other than the SEC.

There are numerous uncertainties inherent in estimating quantities of proved oil
and gas reserves and estimates of  reserve quantities and  values must be viewed
as being subject to significant change as more data about  the properties become
available.

Proved Reserves
---------------

In December 2008, the SEC released its finalized rule for  "Modernization of Oil
and Gas Reporting."  The new rule requires  disclosure of oil and gas proved re-
serves by  significant geographic area,  using the  arithmatic  12-month average
beginning-of-the-month price for the year,  as opposed  to using year-end prices
as was  practiced in all  previous years.  The rule  also allows for the  use of
reliable  technologies to estimate proved reserves,  contingent on  demonstrated
reliability in conclusions about reserve volumes. Under the new rules, companies
are required to report on the  independence and  qualifications of their reserve
preparers or auditors,  and  file reports  when a third-party  is relied upon to
prepare reserve  estimates or conduct a reserve audit.  The following table sets
forth our estimated  proved reserves  based on the  new SEC rules as  defined in
Rule 4.10(a) of Regulation S-X and Item 1200 of Regulation S-K.

                                          20
<PAGE>

Category                                 Net Reserves (SEC Prices at 12/31/10)
--------                                 -------------------------------------
                                           Oil      NGL      Gas      PV-10
                                         -------  -------  -------  ---------
                                          (Bbls)   (Bbls)    (Mcf)     ($m)
Proved developed--Producing               4,235      --       --     $  135.1
Proved developed--Non-producing           4,630      --       --         58.5
Proved undeveloped                       61,530      --       --      1,840.8
                                         -------  -------  -------  ---------
   Total Proved (1)(2)                   70,390      --       --     $2,034.4


(1)  The estimates of  reserves in the table above  conform to the guidelines of
the SEC.  Estimated  recoverable proved reserves  have been  determined  without
regard to any  economic impact that  may result from  our  financial  derivative
activities. These calculations were prepared using standard geological and engi-
neering methods generally accepted by the petroleum industry. The reserve infor-
mation shown is estimated.  The certainty of any reserve  estimate is a function
of the quality of available geological,  geophysical,  engineering and  economic
data, and the precision of the  engineering and  geological  interpretation  and
judgment.  The  estimates of reserves, future  cash flows and  present value are
based on various assumptions, and are inherently imprecise.  Although we believe
these estimates are  reasonable,  actual future production,  cash flows,  taxes,
development  expenditures,  operating expenses and quantities of recoverable oil
and natural gas reserves may vary substantially from these estimates.

(2)  The dollar amount is the  present value, discounted at 10% per annum of the
estimated future cash flows before  income tax of our estimated proved reserves.
The estimated  future  cash  flows above  were determined  by using  the reserve
quantities of  proved reserves and the periods in  which they are expected to be
developed and produced based on  prevailing economic conditions.  The  estimated
future production is priced based on the 12-month unweighted  arithmatic average
of the first-day-of-the-month price for the period from January through December
2010, using  $71.58 per bbl as adjusted by lease for transportation fees and re-
gional  price differentials from a benchmark price of $71.70 per bbl. Management
believes that the  presentation of  the non-GAAP financial measure of PV-10 pro-
vides useful information to investors because it is  widely used by professional
analysts and sophisticated investors in evaluating oil and gas companies.

The Company is not  aware of any major  discovery or other  favorable or adverse
event that is  believed to  have caused a  significant  change in the  estimated
proved reserves since December 31, 2010. Reserve estimates are inherently impre-
cise and  remain subject to revisions  based  on production history,  results of
additional exploration and development, prices of oil and  natural gas and other
factors.  Please read "Item 1A. Risk Factors -- Our estimated reserves are based
on many assumptions that may turn out to be inaccurate.  Any significant inaccu-
racies  in these  reserve  estimates or underlying  assumptions  may  materially
affect the quantities  and present value of our reserves."  You should also read
the notes following consolidated financial statements for the year  ended Decem-
ber 31, 2010 in conjunction with the reserve estimates.


                                          21
<PAGE>

ecent SEC Activity
-------------------

In December 2008, the  SEC announced that it had  approved revisions designed to
modernize the oil and gas company reserves reporting requirements. The most sig-
nificant amendments to the requirements included the following:


-  Commodity Prices:  Commercial producibility of  reserves and  discounted cash
   flows are now based on a 12-month average commodity price  unless contractual
   arrangements designate the price to be used.

-  Disclosure of Unproved Reserves:  Probable and possible  reserves may be dis-
   closed separately on a voluntary basis.

-  Proved Undeveloped Reserve Guidelines:  Reserves may be classified as  proved
   undeveloped if there is a high degree of confidence that the  quantities will
   be recovered and they are scheduled to be drilled within the next five years,
   unless the specific circumstances justify a longer time.

-  Reserves Estimation Using New Technologies: Reserves may be estimated through
   the use of reliable technology in addition to flow tests and history.

-  Reserves Personnel and Estimation Process:  Additional disclosure is required
   regarding the  qualifications of the  chief technical person who oversees the
   reserves estimation  process.  We are also required to provide a general dis-
   cussion of the Company's  internal controls used to assure the objectivity of
   the reserves estimate.

-  Non-Traditional Resources: The definition of oil and gas producing activities
   has expanded and focuses on the  marketable product rather than the method of
   extraction.

Reserve Estimation
------------------

In accordance with the new guidelines,  the average prices used in computing re-
serves at December 31, 2010  were $71.58 per bbl of oil,  based on the  12-month
average market prices for sales of oil and natural gas on the first calendar day
of  each month during fiscal 2010.  The benchmark price of $71.70 per bbl of oil
was adjusted by lease for gravity, transportation fees and regional price diffe-
rentials.

RCM evaluated our  oil and gas reserves as of  December 31, 2010.  RCM meets the
requirements with regard to qualifications, independence, objectivity and confi-
dentiality set forth in the Standards  Pertaining to the Estimating and Auditing
of  Oil and Gas Reserves Information  promulgated by the  Society  of  Petroleum
Engineers.  RCM  does  not own an interest  in any of our  properties and is not
employed by us on a contingent basis.  We provide historical  information to RCM
for our properties such as ownership interest; oil and gas production; well test
data;  commodity prices;  and operating and development costs.  The technologies
used in the  estimation of our  proved reserves are commonly employed in the oil
and gas industry.

                                          22
<PAGE>

Acreage
-------

The table below sets forth our undeveloped and developed gross and net leasehold
acreage acquired in the Transfer Agreement.  Undeveloped acreage includes leased
acres on which wells  have not been drilled or  completed to a  point that would
permit the commercial production, regardless of whether or not such acreage con-
tains proved reserves.  Undeveloped  acreage held by  production under the terms
of a lease is included in the Developed Acreage category total shown below.


            Undeveloped Acreage     Developed Acreage        Total Acreage
           ---------------------- --------------------- ---------------------
              Gross        Net       Gross       Net       Gross       Net
           ----------  ---------- ---------- ---------- ---------- ----------

               169          17        50          50        219         67

Undeveloped acreage includes leased acres on  which wells have not  been drilled
or completed to a point that would permit the  production  of commercial quanti-
ties of  oil and gas, regardless  of whether or not such acreage contains proved
reserves.  A gross acre is an acre in which an interest is owned.  A net acre is
deemed to exist  when the sum of  fractional ownership interests in  gross acres
equals one. The number of net acres is the sum of the fractional interests owned
in gross acres.  Our developed  acreage is in Hill County, Texas and the undeve-
loped acreage is in Coke County, Texas under a leasehold which if undrilled will
expire in 2011.

Title to Properties
-------------------

All the  leases for the  undeveloped acreage  summarized in  the preceding table
will expire  at the end of their  respective primary terms  unless prior to that
date, the existing  leases are renewed or  production has been obtained from the
acreage  subject to  the lease,  in which event the lease will  remain in effect
until the cessation of production. As is customary in the industry, we generally
acquire  oil and gas acreage  without any warranty of title  except as to claims
made by,  through or under the  transferor.  Although we have title to developed
acreage examined prior to the acquisition in  those cases in which  the economic
significance of the  acreage justifies the cost, there can be  no assurance that
losses will not result from title  defect or defects in the assignment of lease-
hold rights.

Proprietary Rights
------------------

Effective August 1, 2010, we  entered  into a  rights  agreement with Epi-Cloyd,
Ltd. and Epi-Energy, Ltd. (E-C) for the exclusive rights to develop an E-C Gear-
box for the valve actuator and  wind energy applications.  Following a period of
eight months for the development of a gearbox prototype, Regent has the right to
enter into a  license  agreement for exclusive rights for the valve actuator and
wind energy generation fields of use.  Upon entering into the license agreement,
Regent will pay a minimum  royalty  payment of $12,500 per quarter for the first
twelve months and  $25,000 per quarter thereafter.

                                          23
<PAGE>

Item 3.  Legal Proceedings
-------  -----------------

We have no litigation and no known pending litigation.


Item 4.  [REMOVED AND RESERVED]
-------  ----------------------


Item 5.  Market for Registrant's  Common Equity, Related Stockholder Matters and
-------  -----------------------------------------------------------------------
         Issuer Purchases of Equity
         --------------------------

Regent's Common Stock is listed on the Over-the-Counter Bulletin Board under the
symbol "REGT."  For the  period  ended  December 31, 2010, security  dealers did
not report high and low bid quotations.

Shares Available Under Rule 144
-------------------------------

There  are currently 20,441,439 shares  of  common  stock  that  are  considered
restricted securities  under Rule 144 of the Securities Act of 1933 (the "Act").
Most of the restricted  shares are held by  affiliates, as  that term is defined
in  Rule 144(a)(1).  In general, under Rule 144  as amended, a  person  who  has
beneficially owned and held restricted securities for at least a year, including
affiliates, may sell  publicly  without  registration under  the Act, within any
three-month  period, assuming compliance  with  other provisions of the Act.  In
general, under Rule 144, as currently in effect, a person  who has  beneficially
owned shares of a company's common stock for at least six  months is entitled to
sell within any three month period a number of  shares that does  not exceed the
greater of:

     1.  1% of the number of shares of the company's common stock then
         outstanding; or

     2.  The average weekly trading volume of the company's common  stock during
         the four calendar weeks preceding the filing of a notice on Form 144
         with respect to the sale.

Sales under Rule 144 are also subject to  manner of sale  provisions  and notice
requirements and  to the  availability of current public  information  about the
company.

Under Rule 144(k), a person who is not one  of the company's  affiliates  at any
time during the three months preceding  a sale, and who  has  beneficially owned
the  shares  proposed to be sold  for at least two years, is  entitled  to  sell
shares without complying with  the  manner of sale, public  information,  volume
limitation or notice provisions of Rule 144.

Holders
-------

As for December 31, 2010,  based on information  provided by our transfer agent,
Securities Transfer Corporation, the  number of holders or record  of our common
stock was 2,022.
                                          24
<PAGE>

Dividends
---------

We have not declared any dividends, and we do not plan to declare  any dividends
in the foreseeable future.

Other Shares Which May Be Issued
--------------------------------

The Company's final tranche of the Director Stock Awards in the amount of 33,333
shares of restricted common stock  vested on December 31, 2010.  The Company has
no further commitments to issue common stock as of the date of this filing.


Item 6. Selected Financial Data
------- -----------------------

Not Applicable


Item 7.  Management's Discussion and Analysis of Financial Condition
-------  -----------------------------------------------------------
         and Results of Operations
         -------------------------

The following discussion is intended to assist you in understanding our business
strategy, our results of operations and our financial condition.  Our consolida-
ted  financial statements  and the accompanying notes included elsewhere in this
report contain additional information  that should be referred to when reviewing
this material. Statements in this discussion may be forward-looking.

These  forward-looking  statements involve risks  and uncertainties, which could
cause actual results to differ from those expressed.  See the  "Cautionary Note"
at the beginning of this report and "Risk Factors" in Item 1.A for an additional
discussion of some of these factors and risks. Factors that may cause our actual
results, our performance or  achievements, or industry results, to differ mater-
ially from those contemplated by such forward-looking statements include without
limitation:

|_|  Our ability to  generate  additional  capital to complete our planned
     energy technology development and oil and gas activities
|_|  Risks  inherent  in  oil and gas acquisitions,   exploration, drilling,
     development and production; price volatility of oil and gas
|_|  Competition from other technology and oil and gas companies
|_|  Shortages of equipment, services and supplies
|_|  Government regulation
|_|  Environmental matters

These forward looking statements include statements regarding:

|_|  Regent's financial position
|_|  Proved or possible reserve quantities and net present values of those
     reserves
|_|  Business strategy
|_|  Plans and objectives of management of Regent for future operations and
     capital expenditures
|_|  Revenue and cash flow projections

                                          25
<PAGE>

General and Business Overview
-----------------------------

Regent Technologies, Inc., a Colorado  corporation, is listed on the Pink Sheets
under the  symbol  "REGT".  We are a  technology-focused  company that  utilizes
emerging proprietary technologies for our involvement in the energy industry. We
have rights to proprietary technologies which we believe provide us an advantage
in the industry.  Our business strategy is to exploit these advantages and gene-
rate  long-term value for our shareholders and partners.  We operate through two
business divisions:
                           -Energy Technology Division
                           -Natural Resources Division

Our Mission is to accomplish our business strategy while maintaining the highest
standards of integrity and professionalism wherever we operate and promoting re-
sponsible energy now and in the future. Our Vision is to employ new technologies
to maximize the  production of petroleum  resources in an efficient and environ-
mentally safe manner while developing  new technologies for the increased use of
renewable energy.

ENERGY TECHNOLOGY DIVISION
--------------------------

Technology
----------

On August 14, 2010, the Company entered into a  rights agreement with Epi-Cloyd,
Ltd. and Epi-Energy, Ltd. (E-C) for the exclusive rights to develop an E-C Gear-
box for the valve actuator and  wind energy applications.  Following a period of
eight months for the development of a gearbox prototype, Regent has the right to
enter into a  licensee agreement for exclusive rights for the valve actuator and
wind energy generation fields of use.  Epi-Cloyd, Ltd.  and Epi-Energy, Ltd. are
related technology companies engaged in the  commercialization of their numerous
patents  covering a revolutionary  cyclic reduction  invention.  Their invention
increases  torque as a  plurality of  driver discs  rotate about a central shaft
member and engage an output  member via a low-friction, roller means.  The first
of seven related patents was issued in March, 2007 and all are within the  scope
of the Company's rights agreement.

Our Energy Technology Division is involved in identifying  and developing emerg-
ing  technologies which  impact energy production.  We are currently  focused on
the development of a distinctive gearbox  designed for petroleum valve actuators
and large  wind energy  generators.   Known as the Epi-Cloyd (E-C) transmission,
the E-C Gearbox that we are developing for wind energy usage will be constructed
to provide a minimum of a decade of continuous service.  Though these are appro-
priate for installation of new large wind generators, the primary  market of the
gearboxes will be replacement of short-lived and  repeatedly-failed conventional
gearboxes currently in 1 to 3 megawatt wind generators located around the US.

We are also working to  apply the  unique performance of the  E-C Gearbox to the
control of  valve actuators.  Because of its durability  and ability to function
for many years in  locales beyond the reach of normal  maintenance services, the
E-C gearbox is able to  bring reliable performance and financial  benefit to its
users in the petroleum industry and beyond.  Specific attributes that  place the
E-C Gearbox above competitors are:

-  Greatly reduced number of bearings and bearing failures
-  Elimination of tooth failure and destructive metal shavings
-  Great reduction in lubrication requirements
-  Low generation of heat
-  Extended durability, lower and simpler maintenance requirements
-  Scalable to virtually all size applications

                                          26
<PAGE>

Epi-Cloyd Application To Wind Energy
------------------------------------

Although the Company will be able to provide Epi-Cloyd transmissions for a great
variety of applications, it has  focused its energies for the foreseeable future
on meeting  the most serious  problems confronting  wind energy providers today.
These problems currently  revolve around the repeated and destructive failure of
conventional transmissions and the high cost of removing and replacing such gear
boxes in the field.

The combination of a  lower price of an  Epi-Cloyd transmission, the  savings of
timely orders, the lower maintenance requirements, and the savings from doubling
the life of a tower transmission produces a  significant saving to the customer.
The Company  expects to be  able to sell its  transmissions in a range of 75% of
the "aftermarket" price currently charged for conventional transmissions.  That,
combined with an expected doubling of unit life,  results in a unit cost that is
less than 50 percent of  current conventional  unit costs over a 10-year period.
In addition, the reduction in  unit maintenance and  costly in-field replacement
charges as well as lengthy down time, moves the E-C Gearbox replacement and ope-
rating cost lower to the  range of 30 percent of  current gearbox unit/operating
costs.  Under these conditions, the Company could consider higher unit prices to
cover contingencies and extended warranties and still create a healthy profit.

Epi-Cloyd Wind Energy Market
----------------------------

We are estimating that there will be 4,000 gearboxes going out of warranty every
year for the next few years in the United States only. This includes the current
installed base of GE's  most widely used turbine, the 1.5 MW,  which is reported
at 13.5K units. While we believe the Epi-Cloyd should be supplied as the initial
OEM transmission, overly  conservative  wind farm  financing entities  will push
back against  this new device for  at least the first five years of use.  So the
initial customer  base will be the wind farm operators who have 4,000 OEM trans-
missions with expiring warranties and  thus have the most to gain from using our
less expensive and  longer lasting product.  Primary efforts will focus on part-
nering with  generator providers  operating under  power purchase agreements for
equipment integrity.

Epi-Cloyd Outlook
-----------------

On the very conservative  presumption that in the first five  years of operation
the Company can grow market share from 2 to 15  percent while developing a brand
name in the market, we expect to generate over  $100 million in  profits in that
time frame on a conservative  gross  margin of 25% in the  US 1.5 MW turbine re-
placement  transmission market.  Prospects for new installation sales  and other
size turbine  replacement are expected  to generate  additional revenue and pro-
fits based on an  estimated superior profit margin.  $300K is being  sought from
angel  investors to  initiate  critical  prototype work  that  confirms proof of
principle previously demonstrated in an independent testing laboratory.  We will
seek to  develop the prototype  under an agreement with a strategic partner cur-
rently in the wind turbine business.

                                          27
<PAGE>

NATURAL RESOURCES DIVISION
--------------------------

Properties
----------

During  the third  and  fourth quarters of 2010, we acquired oil and gas assets,
consisting of both producing and proven undeveloped reserves. The assignment was
for a 100% working interest and 75% net revenue  interest in proved  reserves in
Hill County, Texas and  for certain  mineral interests in a 153 acre prospect in
Coke County, Texas.  We also acquired a 50% net profits production interest that
covers production from certain oil and gas leases with production from the Wood-
bine  formation in Hill County, Texas. The net profits interest has provided our
initial revenue from  oil and gas  production.  For more  information  regarding
our properties,  see Item 2. "Properties -- Proved Reserves" and  Note 14 to our
consolidated financial statements.

Our Natural Resources Division  has  initiatives  for  identifying  oil  and gas
fields with  proven reserves that  can be significantly  increased and developed
with conservative  strategies of proximity and our proprietary enhancement tech-
nologies.  Our core technology involves restoring or increasing the productivity
of  oil wells which have  insufficient reservoir drive due to  formation damage.
The objective of our Natural Resources Division is to  selectively acquire pros-
pects where reserves can be identified with confidence, can be economically pro-
duced and where levels of production can be raised quickly and sustained for the
highest return on investment.

Prospective Exploration and Production Activities
-------------------------------------------------

We intend to grow reserves and production economically, primarily by:  (1) major
workover of an existing wellbore on a leasehold with Proved Undeveloped Reserves
including the possibility of deepening said wellbore to test the Woodbine Forma-
tion; (2) acquiring properties with reasonable risk-reward potential and by par-
ticipating in and or actively conducting drilling operations in order to further
exploit the  existing properties;  and (3) selectively pursuing strategic acqui-
sitions that can be improved with our production enhancement technologies.

Exploration activities  will normally be conducted  with the  Company  acquiring
undeveloped oil and gas leases  under prospects, and  carrying  out  exploratory
drilling  on  the  prospective leasehold  with the Company  retaining a majority
interest in the prospect.  Interests in the  property will sometimes  be sold to
key employees and associated  companies at cost.  Also, interests may be sold to
third parties with the Company retaining an overriding royalty interest, carried
working interest, or a reversionary interest.

Regent  intends to rely on joint ventures  with qualified  operating oil and gas
companies to operate its projects through the exploratory and production phases.
This  will  reduce  general  and  administrative   costs  necessary  to  conduct
operations.  As of the date of this filing,  Regent  is not operating any of the
oil and gas wells or prospects  in which it owns an interest but instead  relies
on third party companies to operate the wells and properties at this time.

                                          28
<PAGE>

Oil and Gas Outlook for 2010 and 2011
-------------------------------------

The following summarizes our goals and objectives for 2010 and 2011:

-  Participate in the rework or deepening of the existing wellbore on the
   acreage in Hill County to test the Woodbine formation;

-  Pursue additional oil and gas asset and project acquisitions in common areas;

-  Maintain liquidity through increases in cash flow provided by operations
   and through a new credit facility borrowing base; and

-  Continue to build our operating staff and related capabilities.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES
------------------------------------------

Management's  discussion  and  analysis of  financial  condition  and results of
operations  is  based  on  the  accounting  policies used  and disclosed in this
report  and notes that  were  prepared in  accordance with accounting principles
generally  accepted in the  United States.  The  preparation  of the  referenced
consolidated  financial  statements required  management to  make  estimates and
assumptions that  affected the  reported amounts of  assets and  liabilities and
disclosure of contingent assets and liabilities at the dates of the consolidated
financial statements  and the reported amounts of expenses during the  reporting
periods.  There are critical assumptions that may influence accounting estimates
in  these  and  other  areas.  Management  bases  its  critical  assumptions  on
historical  experience,  third-party  data and various other  estimates  that it
believes to be reasonable under the circumstances.  Actual  amounts could differ
from those estimates.  The  significant  accounting policies of  the Company are
described in the audited financial  statements  included  herein.  See  Note 2 -
 "Summary  of Significant  Accounting  Policies" to our  consolidated  financial
statements for additional information.

Oil and Gas Activities -- Full-cost Accounting
----------------------------------------------

The Company  follows the  full-cost  method of  accounting under which all costs
associated with property acquisition, exploration and development activities are
capitalized.  We capitalize  internal costs that can be directly identified with
our acquisition,  exploration and  development activities and do not include any
costs  related to production, general  corporate overhead or similar activities.
Capitalized costs are  amortized on a composite unit-of-production  method based
on proved oil and gas reserves.  Estimates of our proved reserves as of December
31, 2010 were prepared by a third  party engineering firm.  In addition, a third
party  engineering  firm reviews and  updates our reserves on a quarterly basis.
Proceeds from the sale of  properties are accounted for as reductions of capita-
lized costs unless such sales  involve a significant change in the  relationship
between  costs and  the value of  proved  reserves or  the  underlying  value of
unproved properties, in which  case a gain or loss is recognized.

                                          29
<PAGE>

Proved Reserves
---------------

Estimates of oil and gas reserves, by necessity, are projections based on geolo-
gic and engineering data, and there are  uncertainties inherent in the interpre-
tation of such data as well as the projection of  future rates of production and
the timing of development expenditures. Reserve engineering is a subjective pro-
cess of estimating underground  accumulations of  oil and gas that are difficult
to measure. The accuracy of any reserve estimate is a function of the quality of
available data,  engineering and geological  interpretation and judgment.  Esti-
mates of economically  recoverable oil and natural  gas reserves  and future net
cash flows necessarily depend upon a number of variable factors and assumptions,
such as historical  production from the area compared with production from other
producing areas, the assumed effects of regulations by governmental agencies and
assumptions governing future oil and natural gas prices, future operating costs,
severance taxes, development costs and workover costs, all  of which may in fact
vary considerably from actual results.  For these reasons, estimates of the eco-
nomically recoverable quantities of oil and natural gas attributable to any par-
ticular group of properties,  classifications of such  reserves based on risk of
recovery, and  estimates of the  future net  cash flows expected  therefrom  may
vary substantially. Any significant variance in the assumptions could materially
affect the estimated quantity and value of the reserves,  which could affect the
carrying value of oil and gas properties and/or the rate of depletion of the oil
and gas properties. Actual production, revenues and expenditures with respect to
our reserves will likely vary from estimates and such variances may be material.

On December 31, 2008, the  SEC released a  Final Rule, Modernization of  Oil and
Gas  Reporting, approving  revisions designed  to modernize  oil and gas reserve
reporting  requirements.  For more  information  regarding  proved  reserves and
critical accounting  policies, including  "Recently Issued Accounting Pronounce-
ments," see  Items 1. -- "Business"  and  2. "Properties - Proved Reserves"  and
Note 14 to our consolidated financial statements.

RESULTS OF OPERATIONS
---------------------

Regent has funded operations through short-term borrowings and equity investment
sales in order to meet obligations.  Our future operations  are  dependent  upon
external  funding and  our  ability  to  increase revenues  and reduce expenses.
There is no assurance that sufficient funding will be available  from additional
related party borrowings and private placements to meet our business  objectives
including anticipated cash needs for working capital.

Year Ended December 31, 2010 Compared to Year Ended December 31, 2009
---------------------------------------------------------------------

For the  period  ended  December 31,  2010,  net income was $188,427 compared to
net loss of $70,868 for the same  period ended 2009.  The net  income for fiscal
2010 was the result of total  year-to-date  unrealized  gains of $204,525 due to
the fair value  measurement of the MacuCLEAR Preferred Stock acquisition, plus a
$24,750 gain from the sale of a portion  the  Company's  holdings  of  MacuCLEAR
Preferred  Stock.  In addition, the Company realized operating revenue of $2,046
for December 2010 from the net profits production interest.

Operating  expenses  primarily  include  administrative and accounting expenses,
litigation settlement expense  and acquisition expense  related to the MacuCLEAR
Preferred Stock.  General  and  administrative  expenses  were  $30,618  for the
period ended December 31, 2010 compared to $19,237 for the period ended December
31, 2009.  The increase was the result of a fee increase by the stock transfer
agent and higher accounting and audit expense.

                                          30
<PAGE>

Year Ended December 31, 2009 Compared to Year Ended December 31, 2008
---------------------------------------------------------------------

For the  period ended  December 31, 2009, the Company  experienced a net loss of
$70,868  compared  to  net income of $109,335 for  the period ended December 31,
2008.  The difference was  primarily the  result of net transfers out of $35,662
in fiscal 2009 related to the  fair value measurement of the MacuCLEAR Preferred
Stock  acquisition as compared  to unrealized gains  of $103,201 for fiscal 2008
related to the fair  value  measurement of the  MacuCLEAR holdings.  See Note 6,
NOTES  TO  CONSOLIDATED  FINANCIAL STATEMENTS.

General  and  administrative expenses were $19,237 for the period ended December
31, 2009 compared  to $35,125 for the same period in 2008.  The decrease was due
to less accounting expense as the  result of completing the MacuCLEAR fair value
dispositions and  fair value measurements.  Interest expense decreased to $1,469
for the period  ended 2008  from $1,868 for the period  ended 2007 due to a con-
tinued reduction in notes payable.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

The Company  finances its operations from  internally generated funds from stock
sales, proceeds from sales of acquisitions and from borrowings under its various
agreements.  As of December 31, 2010, the Company  had  total assets of $695,011
and  total liabilities  of $94,815.  The increase  was due primarily to the note
payable addition of  $81,750 for  the acquisition of the  net profits production
interest.  The Company does not have any delivery commitments to provide a fixed
and determinable quantity of its oil and gas under any existing agreement.

Cash Flows
----------

Net cash flows used  in operating  activities was $27,501, for the fiscal period
ending  December 31, 2010, compared to  net cash flows  used of  $18,420 for the
same period in 2009, primarily due to the increase in general and administrative
costs.  For the  month of December 2010,  the Company recorded accrued income of
$2,046 attributable to its net profits production interest.

Net cash flows from investing activities was $27,944 in 2010 compared to zero in
2009 due to the sale of a portion of the Company's investment in MacuCLEAR stock
for $39,600 which was partially offset by a  $10,000 payment for the acquisition
of the net profits production interest.

Net cash  provided  by  financing  activities  was  $19,050 for 2010 compared to
$22,830 for the 2009 fiscal period.  The Company sold subsidiary preferred stock
in the amounts of $25,000 and $27,500 for the periods ending 2010 and 2009, res-
pectively.

2011 Capital Expenditures Budget
--------------------------------

We intend to fund 2011 capital expenditures, excluding any acquisitions, primar-
ily out of  internally-generated  cash flows  and, as necessary, borrowings from
NR Partners and public issuance of equity securities.

                                          31
<PAGE>

Related Party Transactions
--------------------------

The Company acquired  certain oil and gas interests through  Mr. Nelson  and has
borrowings from NR Partners. See Note 12, NOTES TO CONSOLIDATED FINANCIAL STATE-
MENTS.

Future Payments Under Contractual Obligations
---------------------------------------------

Neither the Company nor its subsidiary have incurred future payment obligations.
The  Company is not expected to  purchase equipment or incur significant changes
in the number of employees. The Company is currently performing product research
on the E-C Gearbox.  See Note 13, NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


Off-Balance Sheet Arrangements
------------------------------

As of the date of this report, we do not have any off-balance sheet arrangements
that have or are  reasonably likely  to  have a  current or future effect on our
financial  condition, changes  in  financial  condition,  revenues or  expenses,
results of operations, liquidity, capital expenditures or capital resources that
are material to  investors.  The  term "off-balance sheet arrangement" generally
means any  transaction,  agreement or  other contractual arrangement to which an
entity  unconsolidated   with  us  is a  party, under  which  we  have:  (i) any
obligation arising under a guarantee contract, derivative instrument or variable
interest;  or (ii)  a  retained or  contingent interest in assets transferred to
such entity or  similar  arrangement  that serves as credit, liquidity or market
risk support for such assets.


Item 7A.  Quantitative and Qualitative Disclosures About Market Risk
--------  ----------------------------------------------------------

Not applicable


                                          32
<PAGE>

Item 8.  Financial Statements and Supplementary Data
-------  -------------------------------------------

TURNER, STONE  & COMPANY, L.L.P
12700 Park Central Drive, Suite 1400
Dallas, Texas 75251

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders
Regent Technologies, Inc. and Subsidiary
Dallas, Texas


We have audited the accompanying consolidated balance sheets of Regent
Technologies, Inc. and Subsidiary, (the Company) (a development stage company)
as of December 31, 2010 and 2009, and the related consolidated statements of
operations, stockholders' equity (deficit), and cash flows for the years ended
December 31, 2010 and 2009, and for the period January 1, 1999 through December
31, 2010.  These consolidated financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Regent Technologies, Inc. and Subsidiary at December 31, 2010 and 2009, and
the results of their operations and cash flows for the years ended December 31,
2010 and 2009, and for the period January 1, 1999 through December 31, 2010 in
conformity with accounting principles generally accepted in the United States
of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in Note 1 to
the consolidated financial statements, the Company has no business operations
and has a working capital deficiency, both of which raise substantial doubt
about its ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 1.  The consolidated financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.


/s/ Turner, Stone & Company, L.L.P.
----------------------------------
March 30, 2011

                                        33
<PAGE>

                     REGENT TECHNOLOGIES, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                            CONSOLIDATED BALANCE SHEETS


<TABLE>
<S>                                                                   <C>                    <C>
                                                                       December 31,           December 31,
                                                                           2010                  2009
                                                                    ------------------    ------------------
                                     ASSETS
CURRENT ASSETS:
   Cash in bank                                                         $   24,790            $    5,297
   Accounts receivable                                                       2,046                     -
                                                                         ---------             ---------
Total Current Assets                                                        26,836                 5,297

Long-term note receivable, stockholder                                           -                70,000

PROPERTY AND EQUIPMENT:
   Oil and gas properties, full cost accounting                             90,795                     -
   Furniture and equipment, net                                              1,388                     -
                                                                         ---------             ---------
Total property and equipment (Note 4)                                       92,183                     -

Investment (Note 6)                                                        575,992               395,621
                                                                         ---------             ---------
Total Assets                                                            $  695,011            $  470,918
                                                                         =========             =========


                 LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable                                                     $    4,247            $    2,606
   Notes payable - related parties                                          43,700                 8,850
   Accrued interest payable                                                    718                   265
                                                                         ---------             ---------
      Total Current Liabilities                                             48,665                11,721
                                                                         ---------             ---------
   Note payable - related parties, less current portion                     40,950                     -
   Asset retirement obligation                                               5,200                     -
                                                                         ---------             ---------
Total liabilities                                                           94,815                11,721

COMMITMENTS AND CONTINGENCIES (Note 13)

STOCKHOLDERS' EQUITY:
   Convertible Preferred stock, $.10 par value, 1,000,000
     shares authorized, 99,500 and 94,500 shares issued
     and outstanding, Regent Natural Resources Co.                           9,950                 9,450
   Preferred stock, $.10 par value, 30,000,000
     shares authorized, no shares issued and
     outstanding, Registrant                                                     -                     -
   Common stock, $.01 par value, 100,000,000
     shares authorized, 22,360,233 and 8,847,456
     shares issued and outstanding                                         223,602                84,875
   Paid-in capital in excess of par                                      3,629,141             3,815,796
   Accumulated deficit (including $85,836 net income
     accumulated since reentering the development stage)                (3,262,497)           (3,450,924)
                                                                         ---------             ---------
                                                                           600,196               459,197
                                                                         ---------             ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                              $  695,011            $  470,918
                                                                         =========             =========

The accompanying notes are an integral part of the consolidated financial statements.

</TABLE>
                                       34
<PAGE>

                    REGENT TECHNOLOGIES, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                       CONSOLIDATED STATEMENTS OF OPERATIONS
                  FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
                         AND THE PERIOD JANUARY 1, 1999
                            THROUGH DECEMBER 31, 2010

<TABLE>

                                                                             Cumulative
                                                                          Since Re-entering
                                                                          Development Stage
                                             2010             2009         January 1, 1999
                                         ------------     ------------      ------------
<S>                                    <C>              <C>               <C>

Revenues                                  $    2,046       $        -        $    2,046

Operating expenses:
   General and administrative                 30,618           19,237           347,296
                                            ---------        ---------         ---------
Operating loss                              ( 28,572)        ( 19,237)         (345,250)
                                           ---------        ---------         ---------
Other income and (expense):
    Gain on fair value measurement           204,525                -           307,726
    Transfer on fair value measurement      (  9,304)        ( 35,662)         ( 44,966)
    Gain on extinguishment of debt                 -                -           145,340
    Gain on sale of investment                24,750                -           101,331
    Stock grant expense                     (  3,728)        ( 14,500)         ( 41,700)
    Interest, net                                756         (  1,469)         ( 36,978)
                                           ---------        ---------         ---------
Total other income (expense)                 216,999         ( 51,631)          430,753

Income (loss) before income taxes            188,427         ( 70,868)           85,502

Provisions for income taxes                        -                -                 -
                                           ---------        ---------         ---------
Net income (loss)                         $  188,427       $ ( 70,868)       $   85,502
                                           =========        =========         =========

Net income (loss) per common share
   (basic and diluted)                    $      .02         (    .01)
                                           =========        =========

Weighted Average Shares Outstanding       12,562,754        7,212,593


The accompanying notes are an integral part of the consolidated financial statements.

</TABLE>

                                       35
<PAGE>
                    REGENT TECHNOLOGIES, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
            FOR THE PERIOD JANUARY 1, 1999 THROUGH DECEMBER 31, 2010

<TABLE>
<CAPTION>
                                         Preferred Stock              Common Stock                                         Total
                                     -----------------------    -----------------------    Additional                  Stockholders'
                                     Issued                      Issued                     Paid-In     Accumulated       Equity
                                     Shares      Par Value       Shares      Par Value      Capital       Deficit        (Deficit)
                                     ------      ---------       ------      ---------      -------      --------        ---------
<S>                                 <C>         <C>          <C>          <C>            <C>          <C>              <C>

Balance at January 1, 1999                -       $      -     3,643,693    $  36,437     $3,148,871   $( 3,347,999)   $(  162,691)

Issuance of common stock in
  exchange for services
  at $.10 per share                       -              -        50,000          500          4,500              -          5,000

Issuance of common stock upon
  conversion of notes payable
  at $.11 per share                       -              -     1,800,000       18,000        172,000              -        190,000

Issuance of common stock with
  failed consideration                    -              -    50,877,713      508,777     (  508,777)             -              -

Net loss for 1999                         -              -             -            -              -    (   125,005)    (  125,005)

Issuance of common stock for
  settlement of lawsuit
  at $.10 per share                       -              -       140,000        1,400         12,600              -         14,000

Issuance of common stock with
  failed consideration returned
  and cancelled                           -              -   (36,046,209)    (360,462)       360,462              -              -

Net loss for 2000                         -              -             -            -              -    (    19,938)    (   19,938)

Net loss for 2001, 2002 and 2003          -              -             -            -              -              -              -
                                  ---------    -----------   -----------     --------      ---------     ----------       ----------

Balance at December 31, 2003              -              -    20,465,197    $ 204,652     $3,189,656   $( 3,492,942)   $(   98,634)

Net loss for 2004                         -              -             -            -              -    (     7,936)    (    7,936)
                                  ---------    -----------    ----------     --------      ---------     ----------     ----------

Balance at December 31, 2004              -              -    20,465,197    $ 204,652     $3,189,656   $( 3,500,878)   $(  106,570)

Issuance of common stock with
  failed consideration returned
  and cancelled                           -              -   (   750,000)    (  7,500)         7,500              -              -

Cancellation of Treasury Stock            -              -   (    42,876)    (    429)           429              -              -

Net loss for 2005                         -              -             -            -              -    (    48,946)    (   48,946)
                                  ---------    -----------   -----------     --------      ---------     ----------     ----------

Balance at December 31, 2005              -              -    19,672,321    $ 196,723     $3,197,585   $( 3,549,824)   $(  155,516)

Issuance of common stock for debt
  settlement at $.06 per share            -              -        64,000          640          3,200                         3,840

Net income for 2006                       -              -             -            -              -         52,990         52,990
                                  ---------    -----------   -----------     --------      ---------     ----------     ----------

Balance at December 31, 2006              -              -    19,736,321    $ 197,363     $3,200,785   $( 3,496,834)   $(   98,686)

Issuance of subsidiary
   preferred stock                     65,000        6,500             -            -        318,500              -        325,000

Issuance of common stock as partial
  consideration under GHI, Ltd.
  sale at $.40 per share                    -            -         3,750           38          1,462              -          1,500

Common stock issued with failed
  consideration cancelled                   -            -   (14,929,838)    (149,298)       149,298              -              -

Issuance of restricted common stock
  awards to directors                       -            -       847,223        8,472              -              -          8,472

Net income for 2007                         -            -             -            -              -          7,443          7,443
                                   ----------   ----------   -----------     --------      ---------     ----------      ---------

Balance at December 31, 2007           65,000    $   6,500     5,657,456    $  56,575     $3,670,045   $( 3,489,391)   $   243,729

Issuance of subsidiary
   preferred stock                     10,000        1,000             -            -         49,000              -         50,000

Common stock issued with failed
  consideration cancelled                   -            -   (   120,000)    (  1,200)         1,200              -              -

Issuance of restricted common stock
  awards and bonus                          -            -     1,500,000       15,000              -              -         15,000

Net income for 2008                         -            -             -            -              -        109,335        109,335
                                   ----------    ---------   -----------     --------      ---------     ----------      ---------

Balance at December 31, 2008           75,000   $    7,500     7,037,456    $  70,375     $3,720,245   $( 3,380,056)   $   418,064

Issuance of subsidiary
  preferred stock                      19,500        1,950             -            -         95,550               -        97,500

Issuance of restricted common stock
  awards and bonus                          -            -     1,450,000       14,500              -              -         14,500

Net loss for 2009                           -            -             -            -              -       ( 70,868)      ( 70,868)
                                   ----------    ---------   -----------     --------      ---------     ----------      ---------

Balance at December 31, 2009           94,500   $    9,450     8,487,456    $  84,875     $3,815,795   $( 3,450,924)   $   459,196

Issuance of subsidiary
  preferred stock                       5,000          500             -            -         24,500              -         25,000

Issuance of restricted common stock
  awards to directors                       -            -       252,777        2,527              -              -          2,527

Issuance of restricted common stock
  for services                              -            -       120,000        1,200              -              -          1,200

Issuance of restricted common stock
  for oil and gas interests, reduced
  to related party basis                    -            -    13,500,000      135,000      ( 125,100)             -          9,900

Reduction to paid-in-capital for
  difference between net profit interest
  consideration and related party basis                                                    (  86,054)             -       ( 86,054)
)


Net income for 2010                         -            -             -            -              -        188,427        188,427
                                   ----------    ---------   -----------     --------      ---------     ----------      ---------

Balance at December 31, 2010           99,500   $    9,950    22,360,233    $ 223,602     $3,629,141   $( 3,262,497)   $   600,196
                                   ==========    =========   ===========     ========      =========     ==========     ==========

The accompanying notes are an integral part of the consolidated financial statements.

</TABLE>
                                        36
<PAGE>
                     REGENT TECHNOLOGIES, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
                         AND FOR THE PERIOD JANUARY 1, 1999
                            THROUGH DECEMBER 31, 2010
<TABLE>
<CAPTION>
               					  		   		                    Cumulative
                                                                                                Since Re-entering
                                                                                                Development Stage
                                                                 2010               2009          January 1, 1999
                                                             ------------       ------------        ------------
<S>                                                          <C>                <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                           $ 188,427            ( 70,868)         $   85,502
  Adjustments to reconcile net income (loss) to net
   cash used in operating activities:
     Depreciation                                                   268                   -               4,030
     Gain (loss) from fair value measurement                   (204,525)                  -            (307,726)
     Change in fair value measurement                             9,304              35,662              44,966
     Gain from extinguishment of debt                                 -                   -            (145,340)
     Gain from sale of investment                              ( 24,750)                  -            (101,331)
     Note issued for settlement expenses                              -                   -              20,000
     Common stock issued for services                             3,728              14,500              46,700
     Common stock issued in legal settlement                          -                   -              14,000
     Decrease in settlements and note receivable                      -                   -               4,800
     Decrease in other assets                                         -                   -               1,967
     Increase in allowance for uncollectible settlements              -                   -              79,892
     (Increase) decrease in accounts receivable                (  2,046)                  -            (  2,046)
     Increase (decrease) in accounts payable, trade               1,640               2,392              35,577
     Increase (decrease) in accrued interest payable                453            (    106)             25,455
                                                              ---------           ---------           ---------
        Net Cash Used In Operating Activities                  ( 27,501)           ( 18,420)           (193,554)
                                                              ---------           ---------           ---------
CASH FLOWS FROM INVESTING ACTIVITIES:

  Capital expenditures for oil and gas interests               ( 10,000)                  -            ( 10,000)
  Capital expenditures for equipment                           (  1,656)                  -            (  1,656)
  Investments                                                         -                   -            (350,000)
  Proceeds from sale of investments                              39,600                   -             139,600
                                                              ---------           ---------           ---------
        Net Cash Provided By (Used In) Investing Activities      27,944                   -            (222,056)

CASH FLOWS FROM FINANCING ACTIVITIES:

  Proceeds from note payable - related party                          -              15,255             110,055
  Proceeds from sale of Preferred Stock                          25,000              27,500             427,500
  Proceeds from note payable - stockholder                            -                   -              20,000
  Repayments of notes payable                                  (  5,950)           ( 19,925)           (117,155)
                                                              ---------           ---------           ---------
        Net Cash Provided By (Used In) Financing Activities      19,050              22,830             440,400
                                                              ---------           ---------           ---------
Net Increase (Decrease) in Cash                                  19,493               4,410              24,790

Cash At Beginning Of Period                                       5,297                 887                   -
                                                              ---------           ---------           ---------
Cash At End of Period                                         $  24,790           $   5,297           $  24,790
                                                              =========           =========           =========


                      SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
                      --------------------------------------------------------------------

    Issuance of common stock upon conversion
    of notes payable                                          $         -         $       -           $   193,840

    Common stock issued for oil and gas interests             $   135,000         $       -           $   135,000

    Cancellation of note payable for oil and gas interests    $(   70,000)        $       -           $(   70,000)

    Note payable as partial consideration for oil and gas
    interests                                                 $    81,750         $       -           $    81,750

    Oil and gas assets acquired                               $    80,795         $       -           $    80,795

    Asset retirement obligation                               $     5,200         $       -           $     5,200

    Note receivable as partial consideration for
    purchase of preferred stock                               $         -         $  70,000           $    70,000

    Repayment of note payable transferred directly
    to MacuCLEAR upon sale to GHI, Ltd.                       $         -         $       -           $(  150,000)

    Partial sale of MacuCLEAR holdings to GHI, Ltd.           $         -         $       -           $   148,500

    Issuance of common stock upon MacuCLEAR sale
    to GHI, Ltd.                                              $         -         $       -           $     1,500

    Common stock returned in failed consideration
    and debt settlement                                       $         -         $       -           $   510,960



The accompanying notes are an integral part of the consolidated financial statements.

</TABLE>
                                          37
<PAGE>

                     REGENT TECHNOLOGIES, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1.  ORGANIZATION AND NATURE OF OPERATIONS

Organization and Development Stage Activities
---------------------------------------------

Regent Technologies, Inc. (the "Company" or "Regent"), formerly Regent Petroleum
Corporation, was incorporated under the laws of the State of Colorado on January
18, 1980.  During  1999, the Company's subsidiary companies were divested in the
ordinary course of business  and effective January 1, 1999,  the Company had re-
entered  the  development  stage.  Accordingly, all of  the Company's  operating
results  and  cash flows reported in  the  accompanying  consolidated  financial
statements from that date are  considered  to be  those  related to  development
stage activities and  represent  the 'cumulative  from  inception' amounts  from
its  development stage  activities  reported   pursuant to   ASC No. 915, "Deve-
lopment Stage Activities"  ("ASC 915") of the  "Financial  Accounting  Standards
Codification  ("Codification" or "ASC") and the Hierarchy of  Generally Accepted
Accounting Principles."

Recent Events and Business Overview
-----------------------------------

During the first quarter of 2010, the Company's subsidiary entered into negotia-
tions for the sale of its ownership of MacuCLEAR, Inc. Preferred Stock.  At that
time, our subsidiary discontinued  involvement with the operations of MacuCLEAR,
Inc. and discussions with acquisition candidates for the Company were initiated.
On May 4, 2010, we entered into a  stock purchase agreement  with  Healthcare of
Today, Inc. for the  sale of our MacuCLEAR holdings.  The scheduled  closing for
June 30, 2010 was  delayed by the purchaser and the agreement  was terminated on
September 24, 2010.

Beginning in the third quarter, the Company restructured its management team and
refocused its core  business objectives  and strategy.  The Company's subsidiary
was approved for a name change on September 30, 2010 to Regent Natural Resources
Co. ("Regent NRCo"). We operate through two business divisions, the Energy Tech-
nology Division and the Natural Resources Division. Regent NRCo is a Texas based
independent exploration  and production company  engaged in the  acquisition and
development of  producing oil and  natural gas properties.  During the third and
fourth quarters of 2010,  the Company's subsidiary  acquired oil and gas assets,
consisting of both producing and proven undeveloped reserves (see Note 5).

Note 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation
---------------------

The consolidated financial  statements  contained in  this  Annual  Report  were
prepared  in accordance  with accounting  principles  generally  accepted in the
United States of America ("GAAP") for all periods presented.  The preparation of
our financial statements requires  management to make estimates  and assumptions
that  affect the reported amounts of assets, liabilities, revenues and expenses.
These estimates are based on  information that is currently  available to us and
on various  other assumptions that  we believe to be  reasonable under the known
circumstances.  Actual results could differ from those estimates under different
assumptions and conditions.  Significant  estimates are required  for proved oil
and gas reserves which, as described in Note 2 - Estimates of Oil and Gas Proved
Reserves, may have a  material impact on the carrying value of the Company's oil
and gas property.

                                          38
<PAGE>

Significant accounting policies are  defined as those accounting  policies which
are most critical to the  understanding  of a  company's financial condition and
results of operation.  We consider an accounting estimate or judgment to be cri-
tical if (i) it requires assumptions to  be made that were uncertain at the time
the estimate was made,  and (ii) changes in the estimate or  different estimates
that could have been selected and could have a material impact on our results of
operations or financial condition.

A summary of the  significant  accounting  policies  consistently applied by the
Company in  preparation of  the accompanying  consolidated  financial statements
follows:

Consolidation Principles
------------------------

The consolidated  financial statements have  been prepared in accordance with US
generally accepted  accounting principles for all periods  presented and include
the accounts of the  Company and its subsidiary.  All  significant  intercompany
accounts and transactions have been eliminated in consolidation.

Fiscal Year
-----------

The Company's fiscal year ends on December 31.  All references to 2010 and 2009
mean  the  fiscal  years ended  December 31, 2010  and 2009  unless the context
otherwise indicates.

Cash in Bank
------------

Cash equivalents  consist of short-term,  highly liquid investments that have an
original maturity of ninety days or less and are readily convertible into cash.

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 and liabilities  and disclosure of contin-
gent assets and  liabilities at the  date of the  financial  statements and  the
reported amounts of revenues and expenses during the reporting period.  Signifi-
cant  estimates include:  estimated  fair value of our  investment in MacuCLEAR;
estimates of proved reserves as  key components of the Company's  depletion rate
for oil properties; and calculating asset retirement obligations.  Because there
are numerous  uncertainties  inherent in the estimation process,  actual results
could differ materially from these estimates.

Dependence on Oil and Gas Prices
--------------------------------

Under our  business plans as an independent  oil and gas producer,  our revenue,
profitability and future rate of  growth are substantially dependent on prevail-
ing prices  for oil and gas.  Historically,  the energy  markets  have been very
volatile, and there can be no assurance that oil and gas prices will not be sub-
ject to wide  fluctuations in the  future.  A substantial or extended decline in
oil or gas prices could have material adverse effects on our financial position,
results of operations, cash flows and access to capital and on the quantities of
oil and gas reserves that we can economically produce.

                                          39
<PAGE>

Oil and Gas Properties
----------------------

The Company  follows the  full-cost  method of  accounting under which all costs
associated with property acquisition, exploration and development activities are
capitalized.  We capitalize  internal costs that can be directly identified with
our acquisition,  exploration and  development activities and do not include any
costs  related to production, general  corporate overhead or similar activities.
Capitalized costs are  amortized on a composite unit-of-production  method based
on proved oil and gas reserves.  Estimates of our proved reserves as of December
31, 2010 were prepared by a third  party engineering  firm.

Proceeds from the sale of  properties are accounted for as reductions of capita-
lized costs unless such sales  involve a significant change in the  relationship
between  costs and  the value of  proved  reserves or  the  underlying  value of
unproved properties, in which  case a gain or loss is recognized.  The  costs of
unproved  properties are excluded  from  amortization  until the  properties are
evaluated.  We review all of our unevaluated  properties  quarterly to determine
whether or not  and to what extent  proved reserves  have been  assigned  to the
properties and otherwise if impairment has occurred.  Unevaluated properties are
grouped by major prospect area where  individual property costs are not signifi-
cant and are  assessed  individually when individual  costs are significant.  We
review the carrying value of our properties under the full-cost accounting rules
of the  Securities and Exchange Commission on a quarterly basis.  This quarterly
review is  referred to as a ceiling test.  Under the  ceiling  test, capitalized
costs, less  accumulated amortization and related deferred income taxes, may not
exceed an  amount equal to the  sum of the present value of estimated future net
revenues (adjusted for cash flow hedges) less  estimated  future expenditures to
be incurred in  developing and  producing the proved  reserves, less any related
income  tax effects.

In calculating future net revenues, current prices are calculated as the average
prices  during the  preceding  12-month period  prior to the end of the  current
period, determined  as  the un-weighted  arithmatic  average of  prices  on  the
first day of each month within the  12-month period and  costs used are those as
of the end of the appropriate quarterly period.  Such prices are utilized except
where different prices are fixed and  determinable from applicable contracts for
the remaining  term of  those  contracts, including the  effects of  derivatives
qualifying as cash flow  hedges.  Two primary factors impacting the ceiling test
are reserve levels and  oil and gas prices, and  their  associated impact on the
present value of  estimated future net revenues.  Revisions to  estimates of oil
and gas  reserves and/or  an increase or  decrease in prices can have a material
impact on the present value of estimated future net revenues.  Any excess of the
net book value,  less  deferred income  taxes, is  generally  written  off as an
expense. We account for all  exploration costs (including seismic) in accordance
with Regulation S-X. Specifically, Rule 4-10 requires all companies that use the
full-cost  method  to  capitalize exploration costs as part of their oil and gas
properties  (i.e., the full-cost pool).  Exploration costs may be  incurred both
before acquiring the related property and after acquiring the property. Further,
these costs include, among other things,  geological and geophysical studies and
salaries and other expenses of geologists, geophysical crews and others conduct-
ing  those  studies.  Such costs  are  capitalized  as incurred.  Seismic  costs
directly associated  with the  acquisition and evaluation of unproved properties
are excluded from the amortization computation until it is determined whether or
not proved  reserves can be assigned to the properties.  The Company reviews its
unproved properties and associated seismic costs quarterly in order to ascertain
whether impairment has occurred.  To  the extent that  seismic costs  cannot  be
directly  associated with  specific unevaluated properties, they are included in
the amortization base as incurred.

                                          40
<PAGE>

Estimates of Proved Oil and Gas Reserves
----------------------------------------

Estimates of oil and gas reserves, by necessity, are projections based on geolo-
gic and engineering data, and there are  uncertainties inherent in the interpre-
tation of such data as well as the projection of  future rates of production and
the timing of development expenditures. Reserve engineering is a subjective pro-
cess of estimating underground  accumulations of  oil and gas that are difficult
to measure. The accuracy of any reserve estimate is a function of the quality of
available data,  engineering and geological  interpretation and judgment.  Esti-
mates of economically  recoverable oil and natural  gas reserves  and future net
cash flows necessarily depend upon a number of variable factors and assumptions,
such as historical  production from the area compared with production from other
producing areas, the assumed effects of regulations by governmental agencies and
assumptions governing future oil and natural gas prices, future operating costs,
severance taxes, development costs and workover costs, all  of which may in fact
vary considerably from actual results.  For these reasons, estimates of the eco-
nominally recoverable quantities of oil and natural gas attributable to any par-
ticular group of properties,  classifications of such  reserves based on risk of
recovery, and  estimates of the  future net  cash flows expected  therefrom  may
vary substantially. Any significant variance in the assumptions could materially
affect the estimated quantity and value of the reserves,  which could affect the
carrying value of oil and gas properties and/or the rate of depletion of the oil
and gas properties. Actual production, revenues and expenditures with respect to
our reserves will likely vary from estimates and such variances may be material.

Revenue Recognition
-------------------

Revenues associated with  sales of crude oil,  natural gas,  natural gas liquids
and petroleum products,  and other items are recognized when title passes to the
customer, which is when the risk of ownership passes to the purchaser and physi-
cal  delivery of  goods occurs,  either immediately or  within a  fixed delivery
schedule  that is reasonable  and customary in the  industry.  Regent NRCo's net
profit production interest is accrued monthly as reported by the operator.

Accounts Receivable
-------------------

We recognize revenue for our  production when the quantities are delivered to or
collected by the respective purchaser. Prices for such production are defined in
sales contracts and are readily determinable based on certain publicly available
indices.  All transportation  costs are included in  marketing expense.  Accrued
revenue is reported under accounts receivable.

Impairment
----------

We review the carrying value of our long-lived assets whenever events or changes
in circumstances indicate that such carrying values may not be recoverable.  If,
upon review,  the sum  of the undiscounted  pretax  cash flows is  less than the
carrying value of  the asset group, the  carrying value is written down to esti-
mated fair value.  Individual assets  are grouped for impairment purposes at the
lowest level for which there are identifiable cash  flows that are largely inde-
pendent of the  cash flows of other  groups of assets, generally  on a field-by-
field basis.  The fair value of impaired  assets is determined  based on  quoted
market prices in  active markets, if  available, or upon the  present  values of
expected  future cash  flows using  discount  rates  commensurate with the risks
involved in the asset group.  The long-lived  assets of the  Company, which  are
subject to  periodic  evaluation, consist  primarily  of oil and gas  properties
and undeveloped leaseholds.

                                          41
<PAGE>

Furniture and Equipment
-----------------------

Furniture and  equipment are stated at cost.  Depreciation and amortization is
provided  using the straight-line  method over estimated  useful lives ranging
from 3 to 5 years for office furniture and other equipment.

Asset Retirement Obligation
---------------------------

Our asset retirement obligation primarily represents the estimated present value
of the amount we will incur to plug, abandon and remediate our producing proper-
ties at the end of their productive lives, in accordance with federal, state and
local laws. We account for asset retirement obligations based on the guidance of
ASC No. 410, "Asset Retirement and Environmental Obligations" ("ASC 410"), which
addresses the required  accounting and reporting for obligations associated with
the retirement of tangible long-lived assets and the associated asset retirement
costs.  ASC 410 requires that the fair value of an asset's retirement obligation
be recorded as a  liability in the period in which it is incurred and the corre-
sponding cost capitalized by increasing the carrying amount of the related long-
lived asset.  We determined our asset retirement  obligation by  calculating the
present  value of estimated cash flows related to the liability.  The retirement
obligation  is recorded as a liability at its  estimated present value as of the
asset's inception, with an offsetting increase to  proved  properties.  Periodic
accretion of discount of the estimated liability is treated as accretion expense
in the consolidated statements of operations.

Income Taxes
------------

Deferred tax assets and liabilities are determined based on differences  between
financial reporting and tax bases of assets and liabilities, and are measured by
using  currently  enacted tax rates  expected to apply to taxable  income in the
years in which those differences are expected to reverse.

Fair Value of Financial Instruments
-----------------------------------

In accordance  with  the  requirements  of ASC No. 820, "Fair Value Measurements
and  Disclosures"  ("ASC 820"), the  Company  calculates  the  fair value of its
assets and liabilities which  qualify as financial instruments under ASC 820 and
includes this additional information in the  notes to  the  financial statements
when  the  fair value  is different  than the carrying  value of those financial
instruments.  The estimated fair value of  cash and accounts payable approximate
their carrying  value due to  the short term  nature of  these instruments.  The
carrying  value of the notes payable and  note  receivable also approximate fair
value based on the terms of these instruments. The carrying value of our invest-
ment in MacuCLEAR Preferred Stock receives  Level 3 Fair Value Measurement under
ASC 820.  None of these financial instruments are held for trading purposes (see
Note 6).


                                          42
<PAGE>

Stock-Based Compensation
------------------------

We account for equity  based  compensation  under the provisions of ASC No. 718,
"Compensation - Stock Compensation"  ("ASC 718").  ASC 718 requires the recogni-
tion of the  fair  value of equity-based  compensation in  operations.  The fair
value of our  stock option awards are  estimated  using a  Black-Scholes  option
valuation model.  This model requires  the input of  subjective  assumptions and
elections  including expected stock price volatility and  the  estimated life of
each  award.  In addition,  the calculation of  equity-based  compensation costs
requires that we  estimate the  number of awards  that will  be forfeited during
the vesting period. The fair value of  equity-based awards is amortized over the
vesting period of the award and  we elected  to use the straight-line method for
awards granted after the adoption of ASC 718 with no forfeitures.

Earnings (Loss) per Share
-------------------------

Earnings (loss) per  common share  is  calculated  under the  provisions  of ASC
No. 260, "Earnings per Share" ("ASC 260"),  which requires the Company to report
both basic  earnings per share,  which  is based  on the weighted-average number
of common  shares outstanding, and diluted  earnings  per  share, which is based
on  the  weighted-average  number of  the common  shares  outstanding  plus  all
potentially  dilutive shares outstanding.   At December 31, 2010 and 2009, there
are no  exercisable  common  stock  equivalents.  Accordingly, no  common  stock
equivalents  are  included  in the  earnings  per share  calculations  and basic
and diluted earnings per share are the same for all periods presented.

Recently Issued Accounting Pronouncements
-----------------------------------------

FASB  Accounting  Standards  Update ("ASU") 2010-03  was issued in January 2010,
and aligns  the current oil and  natural gas  reserve  estimation and disclosure
requirements of ASC Topic 932 with those in the  SEC Final Rule Modernization of
Oil and Gas Reporting  issued December 31, 2008.  Specifically,  ASU No. 2010-03
(1) introduces additional terms and  re-defines others, (2) expands  the defini-
tion of the term oil and gas producing  activities, (3) requires a reporting en-
tity to take into account its  equity method investments in  determining whether
it engages in significant oil and gas producing activities, (4) requires that an
unweighted average of prices for the  previous twelve (12) months  to be used to
determine whether proved reserves are economically producible, and  (5) requires
separate disclosure  of information for  reserve quantities and financial state-
ment amounts for geographic  areas representing  15% or more of proved reserves.
ASU No.2010-03 is  effective for entities  with annual reporting  periods ending
on or after December 31, 2009.  The Company adopted  both the FASB and SEC rules
as of December 31, 2010.

In January 2010, the  FASB issued ASC 2010-06, "Improving Disclosures about Fair
Value Measurements" ("ASC 820-10"). These disclosures  require entities to sepa-
rately disclose amounts of significant transfers in and out of Level 1 and Level
2 fair value measurements and the reasons for the transfers. In addition, in the
reconciliation for fair value measurements for  Level 3, entities should present
separate information  about purchases, sales, issuances, and  settlements.  This
guidance is effective for  interim and annual reporting periods  beginning after
December 15, 2009, except for  the disclosures about purchases, sales, issuances
and settlements in the  roll forward of activity in  Level 3 fair value measure-
ments. Those disclosures are effective for fiscal years beginning after December
15, 2010 and for interim periods within those fiscal years.  Our adoption of the
disclosures, excluding the Level 3 activity disclosures, did not have a material
impact on our notes to the consolidated financial statements (see Note 6).

                                          43
<PAGE>

In February 2010, the  FASB issued  ASC 2010-09, "Amendments to Certain Recogni-
tion and Disclosure Requirements,"  related to  subsequent events under ASC 855,
Subsequent  Events.  This  guidance states that if  an  entity  is an SEC filer,
it is required to  evaluate  subsequent events for  disclosure  through the date
that the  financial statements are issued.  The Company adopted this guidance as
of February 2010.


Note 3.  GOING CONCERN UNCERTAINTIES

As of the date of this 2010 annual report,  there is substantial doubt regarding
our ability to  continue as a going  concern as we have not generated sufficient
cash flow to fund our business  operations and  material commitments. Our future
success and  viability, therefore, are  dependent  upon our  ability to generate
capital financing.  We are  optimistic  that we  will be  successful in  our new
business  operations  and  capital  raising  efforts; however,  there  can be no
assurance that we will be successful in generating revenue or raising additional
capital. The failure to generate sufficient revenues or raise additional capital
may have a material and adverse effect upon the Company and our shareholders.

These consolidated financial  statements do  not give  effect to any adjustments
which would be necessary should  the Company  be unable to continue  as a  going
concern  and  therefore  be required  to realize  its assets  and  discharge its
liabilities in other than the normal course of business and at amounts different
from those reflected in the accompanying consolidated financial statements.


Note 4.  PROPERTY AND EQUIPMENT

Property and equipment, net are comprised of the following for the periods ended
December 31, 2010 and 2009.

                                                     2010            2009
                                               --------------   ---------------
Unproved Oil and Gas Properties (1)                     3,080                -
Proved Oil and Gas Properties (1) (2)                  82,020                -
Net Profits Production Interest (1)                     5,695                -
Furniture and Equipment                                12,649           10,993
                                               ---------------  ---------------
                                                      103,444           10,993
Accumulated Depreciation, Depletion                 (  11,261)       (  10,993)
and Amortization                               ---------------  ---------------
                                               $       92,183                -
                                               ===============  ===============

(1)  Because the  oil and gas assets  and the net profits interest were acquired
from related parties (Note 12), the properties were recorded at the the basis of
the related parties in the amount of $85,595 as the capitalized costs.

(2)  The capitalized costs include $5,200 for asset retirement obligation.


                                          44
<PAGE>

Note 5.  ACQUISITIONS

Oil and Gas Properties
----------------------

On September 29, 2010,  Signature Investor Group, LC dba SIG Partners ("SIG"), a
related party of the CEO of the Company, executed a  property transfer agreement
for the conveyance of certain oil and gas interests to the Company's subsidiary,
Regent Natural Resources Co.  ("Regent RNCo").  The assignments under the agree-
ment conveyed a 100% working interest and  75% net  revenue  interest in  proved
undeveloped oil  and gas reserves located in Hill County, Texas under the opera-
tion of SIG.  In connection  with the acquisition,  the  Registrant  issued  new
shares of restricted common stock in the amount of 13,500,000 shares and granted
forgiveness of a $70,000 note  receivable from Mr. Nelson.  The oil and gas pro-
perties  were  recorded  at  the  basis  of SIG at $79,900 plus  $5,200 for  the
abandonment obligation.  SIG has the right to take back certain leasehold rights
for failure to satisfy development commitments under the agreement for 2011 (see
Note 13).

Net Profits Production Interest
-------------------------------

On December 30, 2010, Regent NRCo acquired a 50% net profits production interest
("NPI") from SIG  with an  effective  date of December 1, 2010.  The  NPI covers
leaseholds  that are operated  by SIG.  Regent NRCo does  not participate in the
additional  expenses of the  property including  liability for  asset retirement
costs.  The acquisition covers the net profits from proved developed reserves in
Hill County, Texas.  The  engineered estimated reserves  to our  NPI interest is
approximately  9,000 barrels of oil.  The consideration was $91,750 with $10,000
paid at closing and the balance paid under a promissory note (see Note 8).   The
acquisition of the NPI has provided our initial revenue from oil and gas produc-
tion in  the amount of  $2,046 reported for the month of December 2010.  The NPI
was recorded at the basis of SIG at $5,695.  The  promissory note is secured  by
the interest conveyed.  The purchase agreement includes an option for the subsi-
diary to acquire operations  and the related equipment and disposal well for the
market value of the tangible equipment of the operations.  The option expires at
the final payment of the promissory note.


Note 6.  FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company has adopted ASC 820  which defines fair value and the framework  for
using fair value to measure  assets  and  liabilities,  and  expands disclosures
about fair value measurements.  The  statement applies whenever other statements
require or permit assets or liabilities  to be  measured at fair value.  ASC 820
established the following fair value hierarchy that  prioritizes the inputs used
to measure fair value:

  o    Level 1 -- Unadjusted  quoted prices in active markets for identical,
       unrestricted  assets  or  liabilities  that  are  accessible  at  the
       measurement date;

  o    Level 2 -- Quoted  prices  which are  not active, or inputs  that are
       observable (either directly or indirectly) for substantially the full
       term of the asset or liability; and

  o    Level 3 -- Significant unobservable inputs that reflect the Company's
       own assumptions about the assumptions  that market participants would
       use in pricing an asset or liability.

                                          45
<PAGE>


The Company is responsible for the valuation process and as part of this process
may use  data  from  outside  sources in  establishing fair value.  The  Company
performs  due  diligence  to  understand  the inputs  used or  how  the data was
calculated or derived.  The Company corroborates the  reasonableness of external
inputs in the valuation process.  Cash, accounts payable, and other current lia-
bilities are carried  at book value amounts  which approximate fair value to the
short-term maturity of these instruments.

We used the following fair value measurements for certain of our assets and lia-
bilities during the years ended December 31, 2010 and 2009:

Level 3 Classification:  MacuCLEAR Preferred Stock
--------------------------------------------------

As of  December 31, 2010,  the Company's  subsidiary, Regent NRCo, held  123,128
shares of MacuCLEAR Preferred Stock, of  which  95,858 shares  are  beneficially
held for the  holders of subsidiary  Preferred Stock.  Under the process defined
for Level 3 assets, the Company has determined the fair value for the  MacuCLEAR
Preferred Stock  held directly  changed to $12.00 per share at December 31, 2010
based  on new sales of MacuCLEAR Series A-1 Preferred Stock for $12.00 per share
during October 2010.  The Series A-1  Preferred Stock has  the same designations
as the  Series A Preferred Stock held by the  Company.  The Company's beneficial
holdings have not been increased beyond the original cost of $2.595 per share.

The following tables present the fair value measurement of the holdings of Macu-
CLEAR Preferred Stock, beneficial and direct, as of December 31, 2010 and 2009:

<TABLE>
<CAPTION>
                                                            Fair Value Measurements Using
                                                        --------------------------------------
                 December 31, 2010                      Level 1       Level 2       Level 3
                 -----------------                      -----------   ----------   -----------
<S>                                                      <C>           <C>           <C>
MacuCLEAR Preferred Stock at fair value ...........      $       -     $       -     $ 575,992

                 December 31, 2009
                 -----------------

MacuCLEAR Preferred Stock at fair value ...........      $       -     $       -     $ 395,621
</TABLE>

Due to the sale in  January 2010 of 5,000 shares of  subsidiary preferred stock,
the number of shares beneficially owned  by the Company was reduced  from 35,454
to 30,570.  As a  result of our  reduced  ownership, the  amount of $9,304 was a
transfer out of the  Level 3 valuation for  the first quarter and was treated as
a net loss for this annual period.  During December 2010, the  Company converted
3,300  shares of  MacuCLEAR Preferred Stock to  MacuCLEAR common stock which was
sold to a  related party for $12.00 per  share resulting in a  realized  gain of
$24,750.

The following table sets  forth a reconciliation of changes in the fair value of
the financial assets attributable to the  subsidiary's direct ownership of Macu-
CLEAR Preferred Stock classified as Level 3 in the  fair value hierarchy for the
twelve months ended December 31, 2010 and 2009:

                                          46
<PAGE>


                                                     2010             2009
                                                ---------------  ---------------

Balance at beginning of period                  $     395,621    $      431,283
Realized gain/(loss)                                   24,750                 -
Change in unrealized
appreciation/(depreciation)                           204,525                 -
Net purchase/sales                                  (  39,600)                -
Net transfers in and/or out of Level 3              (   9,304)   $    (  35,662)
                                                --------------   ---------------
Balance at end of period                        $     575,992    $      395,621
                                                ==============   ===============


Note 7.  ASSET RETIREMENT OBLIGATIONS

The Company accounts for  asset retirement obligations  based on the guidance of
ASC 410 which addresses accounting and reporting for obligations associated with
the retirement of tangible long-lived assets and the associated asset retirement
costs.  ASC 410 requires that the fair value of a liability for a retirement ob-
ligation be recorded in the period in which it is incurred and the corresponding
cost  capitalized by increasing  the carrying amount  of the related  long-lived
asset.  The liability is accreted to its then present value each period, and the
capitalized cost is  depreciated over the estimated  useful life of  the related
asset.  We have included estimated future costs of abandonment and dismantlement
in our amortization base and amortize these costs as a component of our depreci-
ation, depletion, and  accretion expense.  The amount of $5,200 was estimated as
the retirement obligation  associated with the  oil and gas property transfer on
September 29, 2010. There is no retirement obligation under the ownership of the
net profits production interest.


Note 8.  NOTES PAYABLE

Pursuant to the  net profits  production interest  acquisition in December 2010,
Regent NRCo executed a  promissory note for $81,750 payable to SIG Partners, LC,
a related party. The interest rate on the note is  7% with principal payments of
$3,400 per month due beginning February 2011.  As of the  filing of this report,
the payments for February and  March 2011 have been paid as scheduled.  The pro-
missory note is secured by the interest conveyed.

As of December 31, 2010, the  Company  owes $2,900 principal plus interest to NR
Partners, a related party.  The demand promissory note  bears interest at a rate
of 8.5% per annum. All amounts due to NR Partners were paid during January 2011.


Note 9.  STOCK-BASED COMPENSATION

In December 2007, Regent entered  into restricted  common stock award agreements
with  its directors  under which it  may be required  to  issue  up to 2,000,000
shares of  common stock, 500,000 shares  to four directors. The restricted stock
awards vested over 36 months from the date of first service as a  Director which
resulted in the grant of 500,000  shares to  the President in  2007 and the same
amount to the remaining Directors through 2010. We have valued all grants at par
value for book purposes and market value for tax purposes. We elected not to use
market  value for book  purposes since the  market value  was less than par.  In
addition, for the periods ended 2009 and 2008, the  President was  awarded stock
grant awards for merit at  1,000,000 restricted common shares each year.  During
2010, we granted 120,000 restricted common  shares for accounting  services to a
third party.  The Company recognized the amounts of $3,727 and $14,500 as stock-
based compensation expense for  the fiscal  periods ended 2010 and 2009, respec-
tively, all recorded at the par value of the amount of stock issued.

                                          47
<PAGE>

Note 10.  CAPITAL STRUCTURE DISCLOSURES

Common and Preferred Stock
--------------------------

The Company's capital  structure is  complex and consists of preferred stock and
a general class of common stock. The Company is  authorized to issue 130,000,000
shares  of stock, of  which 30,000,000 have  been designated as preferred shares
with  a par  value per share of $.10, and  100,000,000 have  been  designated as
common shares with a par value per share of $.01. As of the date of this filing,
there is no preferred  stock outstanding and there are 22,360,233 shares of com-
mon stock outstanding.  This compares to 8,847,456 shares for the same period in
2009  with the  difference due to the 13,500,000 shares of  common shares issued
under the Transfer Agreement  (see Note 12) and the stock issuances under stock-
based compensation (see Note 9).

Holders of  Regent's common stock are entitled to one vote for each share on all
matters submitted to a  stockholder vote.  Holders of  common stock  do not have
cumulative  voting rights.  Therefore,  holders of a  majority of  the shares of
common stock  voting for the  election of directors can  elect all of the direc-
tors.  Holders of the  Regent's common stock representing a majority of the vot-
ing power of  Regent's capital  stock issued, outstanding  and entitled to vote,
represented in  person or by proxy, are  necessary to constitute a quorum at any
meeting of  stockholders.  A vote by the  holders of a majority of Regent's out-
standing  shares is required to effectuate certain fundamental corporate changes
such as  liquidation,  merger or an  amendment to Regent's  articles of incorpo-
ration.

Holders of Regent's  common  stock are entitled  to share in  all dividends that
the  board of  directors, in its  discretion,  declares  from legally  available
funds.  In the event of liquidation, dissolution  or winding up,  each outstand-
ing share entitles its holder to  participate pro rata in all assets that remain
after payment  of liabilities and after  providing for each  class of  stock, if
any, having  preference  over the  common stock.  Regent's common  stock  has no
pre-emptive  rights, no conversion rights and there are no redemption provisions
applicable to the Regent's common stock.

Stock Options
-------------

No options, warrants or similar rights are outstanding  as of this report date.

Subsidiary Preferred Stock
--------------------------

On April 18, 2007, our subsidiary accepted purchase agreements in a total amount
of $150,000 received  from  four purchasers  of a  private offering of shares of
of Series A  Convertible Preferred Stock at $5.00 per share.  The stock was sold
under a private placement offering to sell $50,000 units convertible into 10,000
shares of common stock of the subsidiary  plus 4,800 shares of  common  stock of
MacuCLEAR common stock. Including the initial sales, our subsidiary has accepted
purchase agreements from additional investors for $497,500. If all of the uncon-
verted shares of the Series A  Preferred  Stock were to  be converted to  common
stock of the subsidiary, the Company's  ownership of the subsidiary would be di-
luted to approximately 90%.

                                          48
<PAGE>

Note 11.  INCOME TAXES

The Company recognizes deferred  tax assets  and liabilities  based on estimated
future  tax  consequences  attributable  to  differences  between  the financial
statement  carrying  amounts  of  existing  assets  and  liabilities  and  their
respective tax bases.  In addition, future tax benefits, such as those  from net
operating loss carry forwards, are recognized to the extent that  realization of
such benefits is more likely than not.  Deferred tax  assets and liabilities are
measured  using enacted  tax rates  expected to  apply to  taxable income in the
years in  which those  temporary differences  are  expected to  be  recovered or
settled.  The effect on  deferred tax assets and  liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date. At
December 31, 2010 the Company had a  deferred tax asset  totaling  approximately
$330,000, which  relates to the Company's  cumulative net  operating  loss carry
forward totaling  approximately $967,280 which  will  expire through 2030.  This
deferred tax asset  has been fully  offset by a valuation reserve.  The  Company
does not have any other deferred tax assets or liabilities.

The  Tax Reform Act of 1986 imposed  substantial restrictions of the utilization
of net  operating  loss  and  tax  credit  carry  forwards  in  the event  of an
"ownership change" as defined by the Section 382 of the Internal Revenue Code of
1986.  If the Company has an "ownership change" as defined by the Internal Reve-
nue  Code of 1986, the Company's  ability to  utilize the  net operating  losses
could be reduced.

A reconciliation of income  tax expense at  the statutory federal rate of 34% to
income  tax expense  at the Company's effective  tax rate  for  the years  ended
December 31, 2010  and 2009  and for the period January 1, 1999 through December
31, 2010 is as follows:

                                                Year Ended         Year Ended
                                                 12/31/10           12/31/09
                                             ----------------  -----------------
Tax benefit (expense) computed
     at statutory rate			     $    (  64,065)   $       24,095
State income taxes                                       	            -
Expiration of NOL Carryforward                    (  17,935)         ( 25,648)
Increase (decrease) in valuation allowance           82,000             1,553
                                             ----------------  ----------------
                                             $            -    $            -
                                             ================  ================

The Company uses the  accrual  method  of accounting  for income  tax reporting
purposes.  At  December 31, 2010,  the significant  components of the Company's
deferred tax assets (benefits) and liabilities are summarized as follows:

						 Year Ended         Year Ended
                                                  12/31/10           12/31/09
                                             ----------------  ----------------
Deferred tax assets:
	  Net operating loss carry forward   $      333,243    $      350,009

	Less valuation allowance                   (245,046)         (327,046)
					     ----------------  ----------------
                                                     88,197            22,963
Deferred tax liabilities:
	  Unrealized gain on investments             88,197            22,963
                                             ----------------  ----------------
Net deferred tax assets                      $            -    $            -
                                             ================  ================


                                          49
<PAGE>

Note 12.  RELATED PARTY TRANSACTIONS

Property Acquisitions
---------------------

On September 29, 2010,  Regent RNCo executed a  Property Transfer Agreement with
Signature Investor Group, LC ("SIG") and Mr. Nelson,  Chairman of the Registrant
(see Note 5).  The consideration  for the transfer of oil and gas interests  was
the  forgiveness of a $70,000 note payable and  13,500,000 shares  of restricted
common stock of the Company. After the consummation of the agreement, Mr. Nelson
controlled approximately 80% of the outstanding common stock of the Registrant.

On December 30, 2010,  Regent RNCo purchased a 50% net profits interest from SIG
Partners, a related party of Mr. Nelson, in producing leaseholds located in Hill
County, Texas.  The consideration was $91,750, with $10,000  paid upon execution
and the balance payable under a promissory note for $81,750.

Stock Sales
-----------

During December 2009, the Company's  subsidiary sold 15,000 shares of its Series
Preferred Stock to  Mr. Nelson  for $5.00 per share.  The acquisition required a
payment  of  $5,000 plus  the execution  of a  promissory note  in the amount of
$70,000, which  was forgiven as partial consideration.

During January 2010, the Company's subsidiary completed the sale of 5,000 shares
of its Series Preferred Stock for $5.00 per share to the spouse of Mr. Nelson.

During December 2010, the  Company's subsidiary sold  3,300 shares of  MacuCLEAR
common stock to the spouse of Mr. Nelson at $12.00 per share.  The sale followed
the conversion of 3,300 shares of MacuCLEAR Preferred Stock to common stock to
facilitate the sale under the designations for the MacuCLEAR Preferred Stock.

Notes Payable
-------------

Beginning in  2005, the  Company borrowed  various amounts for general corporate
purposes  under a note  payable to NR Partners, a  partnership  comprised of Mr.
Nelson as a partner and  director Dr. David Ramsour as a  partner.  The total NR
Partners amount  due and payable totaled $2,900, $8,850 and $13,520 for the year
ended  December 31, 2010, 2009 and 2008, respectively.  The promissory note is a
demand note and pays interest at 8.5% per annum.  As of the date of this filing,
all amounts due to NR Partners have been paid.

In connection  with the net profits production interest acquisition in  December
2010, the Company's  subsidiary executed a  promissory note  for $81,750 to  SIG
Partners, LC.  The interest  rate on the note is 7%  with principal  payments of
$3,400 per month beginning February 2011.  The promissory note is secured by the
interest conveyed.   As of the date of this filing,  the  monthly  payments have
been paid when due.

                                          50
<PAGE>

Note 13.  COMMITMENTS AND CONTINGENCIES

On August 14, 2010, the Company entered into a  rights agreement with Epi-Cloyd,
Ltd. and Epi-Energy, Ltd. (E-C) for the exclusive rights to develop an E-C Gear-
box for the valve actuator and  wind energy applications.  Following a period of
eight months for the  development of a gearbox prototype,  we have the option to
enter into a  licensee agreement for exclusive rights for the valve actuator and
wind energy generation fields of use.  Upon entering into the license agreement,
Regent will pay a minimum  royalty  payment of $12,500 per quarter for the first
twelve months and  $25,000 per quarter thereafter.  If the Company exercises its
option,  the first payment for $12,500 will be due in July 2011.

The  capital commitments to undertake the  drilling activities necessary to ful-
fill the development of the proved undeveloped reserves required to maintain the
acquired mineral leaseholds were  assessed and estimated by  management to be in
the range of $25,000 for 2011 and $175,000 for 2012. Unless we are able to raise
sufficient capital, we  will not  be able to  meet our leasehold obligations and
may not be able to continue as a going concern.

There is no known or pending litigation.


Note 14.  OTHER INFORMATION

Supplemental Oil and Gas Reserve Disclosures (Unaudited)
--------------------------------------------------------

The following table sets forth the costs incurred in oil and gas property
acquisition, exploration and development activities:

                                                   Year Ended
                                                    12/31/10
                                                  ------------
  Purchase of non-producing leases (1)            $     79,900
  Purchase of producing properties (2)                  91,750
  Exploration costs                                          -
  Development costs                                          -
  Asset retirement obligation                            5,200
                                                  ------------
                                                  $    176,850
                                                  ============

(1)  This amount does not include a cost figure for the 13,500,000 shares of new
restricted common stock issued as

(2)  This amount does not  reflect the  reduced book  value of $5,695 due to the
basis of the related party.


Oil and Gas Reserve Information
-------------------------------

The Company's  net proved  oil and natural gas reserves  as of December 31, 2010
have been estimated by RCM Engineering Inc. of Dallas, Texas.  All estimates are
in accordance  with guidelines  established by the SEC.  The  following  reserve
estimates  were based  on existing  economic and  operating  conditions and only
represent estimates that should not be construed as being exact:

                                          51
<PAGE>

Changes in Estimated Quantities of Proved Oil and Gas Reserves (Unaudited):
---------------------------------------------------------------------------

                                                    Crude Oil     Natural Gas
                                                       Bbls          Mcf
                                                  ------------   ------------
Quantities of Proved Reserves:
------------------------------
  Balance December 31, 2009                                  -              -
    Sales of reserves in place                               -              -
    Acquired properties                                 70,446              -
    Extensions and discoveries                               -              -
    Revisions of previous estimates                          -              -
    Production                                      (       51)             -
                                                  ------------   ------------
  Balance December 31, 2010                             70,395              -
                                                  ============   ============

Proved Developed Reserves, Included Above:
------------------------------------------
  Balance December 31, 2010                              8,865              -
                                                  ============   ============


Standardized Measure of Discounted Future Net Cash Flows Relating to Proved
Reserves (Unaudited):
---------------------------------------------------------------------------

The Standardized Measure of  Discounted Future Net Cash Flows and Changes There-
in  Relating to  Proved Oil and Gas Reserves  ("Standardized Measures") does not
purport to  present the fair market value of a company's oil and gas properties.
An estimate of such value should consider,  among other factors, anticipated oil
and gas future prices, the  probability of recoveries in  excess of the existing
proved reserves, the value of probable  reserves and acreage prospects, and per-
haps  different discount rates.  It  should be noted  that  estimates of reserve
quantities, especially from  new discoveries, are inherently  imprecise and sub-
ject to substantial revision.

The standardized measure of discounted  future net cash flows relating to proved
oil and natural gas reserves and the changes in the standardized measure of dis-
counted future net cash  flows relating to proved  oil and natural  gas reserves
were determined in accordance with the then  current provisions of ASC 932.  The
estimates of the reserves in the tables below conform to  the  guidelines of the
SEC.  These calculations were prepared  using standard  geological and engineer-
ing methods generally accepted by the  petroleum industry.  The reserve informa-
mation shown is estimated.  The certainty of any reserve  estimate is a function
of the quality of available geological,  geophysical,  engineering and  economic
data, and the precision of the  engineering and  geological  interpretation  and
judgment.  The  estimates of reserves, future  cash flows and  present value are
based on various assumptions, and are inherently imprecise.  Although we believe
these estimates are  reasonable,  actual future production,  cash flows,  taxes,
development  expenditures,  operating expenses and quantities of recoverable oil
and natural gas reserves may vary substantially from these estimates.

The dollar amount is the net present value as discounted at 10% per annum of the
estimated future cash flows before  income tax of our estimated proved reserves.

                                          52
<PAGE>

The estimated  future  cash  flows above  were determined  by using  the reserve
quantities of  proved reserves and the periods in  which they are expected to be
developed and produced based on  prevailing economic conditions.  The  estimated
future production is priced based on the 12-month unweighted  arithmatic average
of the first-day-of-the-month price for the period from January through December
2010, as adjusted by lease for  transportation fees and regional price differen-
tials.  Future income tax expenses are calculated  by applying appropriate year-
end tax rates to future pretax net cash flows relating to proved oil and natural
gas reserves, less the tax basis of  properties involved.  The future income tax
costs give effect to permanent  differences, tax credits and  loss carryforwards
relating to the proved  oil and natural gas reserves.  Management  believes that
the presentation of the PV-10 non-GAAP financial measure  provides useful infor-
mation  to investors  because it is widely used by professional  analysts and in
evaluating oil and natural gas companies.

The standardized measure of discounted future net cash flows relating  to proved
reserves are as follows:

                                                   Year Ended
                                                    12/31/10
                                                  ------------

  Future production revenue                      $  4,639,000
  Future development costs                        (   203,000)
  Future production costs                         (   826,000)
                                                  ------------
  Future net cash flow before
    Federal income tax                              3,610,000
  Future income taxes                             (   618,000)
                                                  ------------
  Future net cash flows                             2,992,000
  Effect of 10% annual discounting                ( 1,275,000)
                                                  ------------
  Standardized measure of
    Discounted net cash flows                    $  1,717,000
                                                  ============

The changes in standardized measure of discounted future net cash flows relating
to proved reserves are as follows:

                                                   Year Ended
                                                    12/31/10
                                                  ------------

Beginning of the year                            $          -
  Oil and gas sales, net of
    production costs                               (    2,000)
  Sales of reserves in place                                -
  Net change in prices, net of
    production costs                                        -
  Extensions, discoveries and additions             1,719,000
  Changes in production rates,
    timing and other                                        -
  Revisions of quantity estimate                            -
  Effect of income tax                                      -
  Accretion of discount                                     -
                                                  ------------
End of year                                      $  1,717,000
                                                  ============

The commodity price for oil was $71.58 per barrel  inclusive  of adjustments for
quality  and  location used in determining  future net  revenues related  to the
standardized measure calculation.

                                          53
<PAGE>


Item 9.  Changes in and Disagreements with Accountants on Accounting and
-------  ---------------------------------------------------------------
         Financial Disclosure
         --------------------

None


Item 9A.  Controls and Procedures
--------  -----------------------

Evaluation of Disclosure Controls and Procedures
------------------------------------------------

Regent is a development stage company  with nominal revenues and during the per-
iod covered by this annual report, our senior management  had responsibility for
our internal controls  and  procedures  over our financial reporting.   Regent's
senior management, has evaluated the effectiveness  of the  Company's disclosure
controls  and  procedures (as defined in Rule  13a-15(e) under the  Act of 1934)
as of  the end of  the period  covered  by this report.  As a  result, the chief
financial officer has concluded that the evaluation of  such controls and proce-
dures  are  effective  to  provide  reasonable  assurance  that  the information
required to be disclosed in the reports the Company  files or submits  under the
Securities  Exchange  Act of 1934 is (i)  recorded,  processed,  summarized  and
reported  within the time  periods  specified  in the  Securities  and  Exchange
Commission's   rules  and  forms,  and  (ii)  accumulated  and  communicated  to
management,  including the Company's principal executive and principal financial
officers or persons performing such functions,  as appropriate,  to allow timely
decisions regarding  disclosure.  The Company believes that a control system, no
matter how well designed and operated,  cannot provide  absolute  assurance that
the  objectives of the control system are met, and no evaluation of controls can
provide  absolute  assurance that all control issues and instances of fraud,  if
any, within a company have been detected.

Management's report on Internal Control over financial reporting
----------------------------------------------------------------

Our management is responsible for establishing and maintaining adequate internal
control over financial  reporting as defined in Rule 13a-15(f) and 15d-15f under
the  Securities Exchange Act of 1934.  Regent's internal  control over financial
reporting is a process  designed to provide  reasonable assurance  regarding the
reliability of  financial reporting and  the preparation of financial statements
for  external  purposes  in  accordance  with  accounting  principles  generally
accepted in the United States of America.  Because of its  inherent limitations,
internal  control over  financial reporting may  not prevent or detect misstate-
ments.  Also, projections of  any evaluation of effectiveness to  future periods
are  subject to the risk that controls may become inadequate  because of changes
in  conditions or because the degree of  compliance with  policies or procedures
may deteriorate.

Under the supervision and  with the participation of  our  management, including
our executives, we  conducted an assessment of the effectiveness of our internal
control over  financial  reporting as  of December 31, 2010.  The assessment was
based  on  criteria  established  in  the  framework Internal Control-Integrated


                                          54
<PAGE>

Framework, issued  by the  Committee of Sponsoring Organizations of the Treadway
Commission.  Based on this  assessment, management  concluded that  our internal
control over financial  reporting was  effective  as of December 31, 2010.  This
annual report does not include an attestation report of the Company's registered
public  accounting  firm  regarding  internal control  over financial reporting.
Management's report was  not subject to attestation by the Company's independent
registered public accounting  firm pursuant to temporary rules of the Securities
and Exchange Commission  that permit  the Company  to provide  only management's
report in this annual report.

Changes in internal control over financial reporting
----------------------------------------------------

There  were  no changes in  our internal control over financial  reporting which
were identified in connection with the evaluation required by Rule 13a-15(d) and
Rule 15d-15(d) of the  Exchange Act that  occurred during  the period covered by
this  report that  has materially affected, or reasonably  likely to  materially
affect, the Company's internal control over financial reporting.


Item 9B.  Other Information
--------  -----------------

None


Item 10.  Directors, Executive Officers and Corporate Governance
--------  ------------------------------------------------------

The Executive Officers and Directors of the Company and their respective ages as
of December 31, 2010 are as follows:

Name                       Age      Director Since             Position
-----------------          ----     --------------      ------------------------
David A. Nelson             62        June, 2003             Chairman, CEO
Philip G. Ralston           65        June, 2007             Director
David L. Ramsour            70        June, 2007             Secretary

David A. Nelson, has  been a licensed  attorney in Texas since 1978.  He started
his professional career with Republic National Bank of  Dallas in 1971. In 1983,
he became Corporate Counsel for Richardson Energy Corporation and in 1984 formed
his own oil and gas company with the primary focus on natural gas production and
gas  gathering.  From 1989 to 1992, he was the  Chairman and CEO of Intramerican
Oil and Minerals, a public  oil and gas company.  He presided over the expansion
of oil and gas proven reserves for 4 consecutive years, and  the company's first
three years of profitability in ten years of  previous operations.  Acquisitions
included oil and gas production and gas gathering systems in Texas, Oklahoma and
Louisiana.  Intramerican became the predecessor company to a NYSE company.  From
1992 through 1998, Mr. Nelson was President of Regent Technologies, Inc., also a
publicly traded company.  During  his tenure, Regent was  active in the internet
services  and  connectivity business.  In 1998,  Regent's internet  assets  were
acquired by  Allegiance Telecom, a NYSE  company and  Mr. Nelson returned to the
financial services business. From January 1999 to September 2001, Mr. Nelson was
President, CEO  and Chairman  of  Concord Trust Company, a Texas regulated trust
company.  He holds various investment fiduciary designations and  NASD licenses.
He is a graduate of  Baylor University  with  BA and JD degrees and a  Master of
Computing Sciences from Texas A & M University.

                                          55
<PAGE>

Philip G. Ralston has spent thirty  plus years in the life science industry as a
senior executive, inventor,  company  founder, venture  capitalist, and business
coach.  Phil received a solid foundation  in product  development and technology
commercialization at  Baxter Healthcare, as  Director of Biomedical Engineering,
a corporate level group  focused on  strategic projects that advanced the state-
of-the-art.  Since leaving Baxter,  Mr. Ralston has  started four companies, has
been the senior  operating executive of  two mid-size  medical device companies,
and for the last decade has been a business  coach for several Fortune 500, mid-
size and start-up clients.  Mr. Ralston has a  Master of Business Administration
from the Kellogg School of Management at Northwestern University, and a Bachelor
of Science Degree  in Chemistry  from Brigham Young University.  He is a charter
board  member of  the  Medical Device  Manufacturers Association  and  currently
serves  on  the  advisory  board of the  Houston  Technology  Center and  Medici
Biomedical Development Center.

David L. Ramsour, PhD, has served as a financial and economic strategist for the
past 35 years. He began his career as Vice President and International Economist
with First  National Bank of Dallas and its holding company, First International
Bancshares.  Dr.  Ramsour  subsequently  joined  Bank of Hawaii  as  Senior Vice
President and  Chief Economist.  At the  Bank of Hawaii,  Dr. Ramsour headed the
Bank's division assessing Fed policy, rates and credit and investment conditions
in the US, Europe,  Asia and  the Pacific, and  provided  portfolio,  market and
project  feasibility  counsel  for the  Bank  and its clients.  Dr. Ramsour left
Bancorp  Hawaii in 1995  to begin work on  behalf of the Governor of Guam in the
development of an extensive industrial restructuring. Over the ensuing years, he
has worked as a  consultant to a great number of US, Pacific and Asian corporate
and government  enterprises  and has spoken  to international  conferences there
and in  Europe.  Dr. Ramsour also  served  on  various  task  forces  and policy
committees including three-terms as a member of the American Bankers Association
Council of  Economic  Advisors in  Washington, DC.  Dr. Ramsour is a graduate of
Baylor  University with a  Bachelor and Master's degree  and received his PhD in
international finance from the University of Texas at Dallas.

Section 16(A) Beneficial Ownership Reporting Compliance
-------------------------------------------------------

During the 2010 fiscal  year  there  were no  individuals  who were  required to
comply with the reporting requirements under Rule 16A-3 of the Exchange  Act and
failed to do so.

Effective March 1, 2006, the  Board of  Directors adopted a  Code of Ethics that
will apply to its  principal  executive  officer, principal  financial  officer,
principal  accounting  officer and  controller, or  persons  performing  similar
functions.

At present, Regent does not maintain an audit  committee, instead  the Company's
management and  board of directors  is responsible to  review all audit matters.
With  respect to  nominations to  the Board,  compensation,  financial planning,
strategies,  and  business  alternatives,  the Company  does  not  have separate
committees as  the Board  is small  and all members  of the Board participate in
making recommendations and decisions on these matters.


                                          56
<PAGE>

Item 11. Executive Compensation
-------- ----------------------

The table  below  summarizes all  compensation awarded to, earned by, or paid to
the executive officers of Regent by any person  for all services rendered in any
capacity to Regent for the present fiscal year, reported at book value.

Currently, our  officers  and/or directors are not being  compensated  for their
services during the development stage of our business  operations except through
Restricted  Stock Awards.   See Note 9 to the  NOTES TO  CONSOLIDATED  FINANCIAL
STATEMENTS.

The officers and directors  are reimbursed  for any out-of-pocket  expenses they
incur on  our  behalf.  In addition, in the future, we  may  approve  payment of
salaries for  our officers and directors, but currently, no such plans have been
approved.  We also do not currently have any benefits, such as health insurance,
life insurance or any other benefits available to our employees.

In addition, none  of our  officers, directors  or employees  are  party  to any
employment agreements.

<TABLE>
<CAPTION>
                                                OFFICER SUMMARY COMPENSATION TABLE
                                                ----------------------------------
                                                                                                  Change
                                                                                                in Pension
                                                                                                Value and
                                                                                               Nonqualified
                                                                                 Non-Equity      Deferred
                                                            Stock      Option  Incentive Plan   Compensation   All Other
                                         Salary    Bonus    Awards     Awards  Compensation      Earnings     Compensation   Total
Name and Principal Position       Year     ($)      ($)     ($)(1)      ($)         ($)            ($)         ($)            ($)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>     <C>      <C>       <C>      <C>         <C>             <C>            <C>        <C>
David A. Nelson
Chairman and Chief                2010     --      --        --       --          --              --             --          --
Executive Officer                 2009     --      --        10,000   --          --              --             --          10,000
-----------------------------------------------------------------------------------------------------------------------------------
David L. Ramsour
Secretary                         2010     --      --        --       --          --              --             --          --
                                  2009     --      --        --       --          --              --             --          --
-----------------------------------------------------------------------------------------------------------------------------------


                                                  DIRECTORS' COMPENSATION TABLE
                                                  -----------------------------

                                                             Non-equity
    Name and                    Fees earned or       Stock     Option      Incentive plan        All other
   Principal                     paid in cash        Awards    Awards      Compensation       Compensation           Total
    Position          Year            ($)            ($)(1)     ($)             ($)                 ($)               ($)
------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>              <C>             <C>       <C>            <C>                  <C>               <C>
David A. Nelson       2010             -0-              -0-      N/A            N/A                  N/A                N/A
                      2009             -0-              -0-      N/A            N/A                  N/A                N/A
------------------------------------------------------------------------------------------------------------------------------
David L. Ramsour      2010             -0-             833       N/A            N/A                  N/A                833
                      2009             -0-           1,500       N/A            N/A                  N/A              1,500
------------------------------------------------------------------------------------------------------------------------------
Philip G. Ralston     2010             -0-             694       N/A            N/A                  N/A                694
                      2009             -0-           1,500       N/A            N/A                  N/A              1,500
------------------------------------------------------------------------------------------------------------------------------
Douglas R. Baum       2010             -0-           1,000       N/A            N/A                  N/A              1,000
                      2009             -0-           1,500       N/A            N/A                  N/A              1,500
------------------------------------------------------------------------------------------------------------------------------

</TABLE>
----------
(1)  The common stock grants were valued at $.01 per share.  See Note 9 in NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS.

                                          57
<PAGE>

Item 12.  Security  Ownership of Certain  Beneficial  Owners and  Management and
--------  ----------------------------------------------------------------------
          Related Stockholder Matters
          ---------------------------

As of December 31, 2010, there  are 22,360,333 shares of Common Stock issued and
outstanding.   The  following  table  utilizes  the  outstanding  number  as the
denominator in setting  forth  information as of the  date of this Annual Report
concerning:  (i) each person  who is known  by  us to own beneficially more than
5%  of  our  outstanding  Common Stock; (ii) each  of  our  executive  officers,
directors and  key employees; and (iii)  all executive  officers  and  directors
as a group.  Common Stock  not  outstanding  but  deemed  beneficially owned  by
virtue of the  right of an  individual to  acquire shares within sixty (60) days
is treated as outstanding only  when determining the  amount  and  percentage of
Common Stock  owned by such individual.  Except as  noted, each person or entity
has sole voting and  sole investment power with  respect to the shares of Common
Stock shown.  Beneficial ownership is used as defined  in Item 403 of Regulation
S-B under the Securities Exchange Act of 1934.

<TABLE>
<CAPTION>
          Title                                         Beneficial Ownership    Percent
                           Name of beneficial owner(1)   Number of shares(2)    of Class
-------------------------  -------------------------    ---------------------   ---------
<S>                       <C>                                  <C>               <C>
Chairman/CEO               David A. Nelson                      17,965,798        80.4
Director                   Philip G. Ralston                       500,000         2.2
Secretary/Director         David L. Ramsour                        500,000         2.2
Director-Subsidiary        Douglas R. Baum                         500,000         2.2
All Officers and Directors
As a group (3)                                                  22,360,233        87.0(4)

</TABLE>
----------
(1)  Unless otherwise indicated, the  Company has been advised  that each person
above has sole investment and voting power over the shares indicated above.

(2)  This figure includes the shares of the officers and directors. There are no
outstanding options or warrants as of the date of the filing of this report.

(3)  Total  number of  shares and  percent ownership includes  all directors and
officers as of March 15, 2011.

(4)  No Director, executive officer, affiliate or any owner of record or benefi-
cial owner of more than 5% of any class of voting securities of the Company is a
party adverse to the Company or has a material interest adverse to the Company.

Changes in control
------------------

The  Company is  not aware of any  arrangements or  pledges with  respect to its
securities that may result in a change in control of the Company.

                                          58
<PAGE>


Item  13. Certain   Relationships  and  Related   Transactions,   and  Director
--------- ---------------------------------------------------------------------
          Independence
          ------------

During the third quarter of the period ended December 31, 2010, the Company com-
pleted  two acquisition transactions with the President.  See  Note 12 in  NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS.


Item 14. Principal Accounting Fees and Services
-------- --------------------------------------

The following  information  concerns the  aggregate fees  billed for each of the
last  two  fiscal years  for professional  services  rendered by Turner, Stone &
Company, L.L.P., the principal accountants for Regent.

                                          2010            2009
                                          ----            ----
     1. Audit Fees                     $17,965         $18,662
     2. Audit-Related Fees                   0               0
     3. Tax Fees                             0               0
     4. All Other Fees*                      0               0
----------
*    There were no  other fees billed to Regent by its  principal accountant for
     the last two fiscal years for any products or services not covered in items
     1, 2 or 3 above.

Although Regent  has three directors, the  Company does  not maintain a standing
audit committee.  Although the Company does not maintain an audit committee, all
professional  services  are  pre-approved by  the Board  of Directors, including
the audit  fees  listed in item 1.  The  balance of  the  services  described in
items 2 or 3 above are pre-approved only to the extent that discussions are held
with the principal  independent accountant  for Regent prior to the commencement
of any services by the accountant, during which time services to be performed by
the accountant on behalf of Regent were outlined.


Item 15. Exhibits and Financial Statement Schedules
-------- ------------------------------------------

(a)  1. Financial Statements. The following consolidated financial statements
        ---------------------
     and supplementary financial information are filed as part of this report:

     Regent Technologies, Inc. and Subsidiary

     Management's Report on Internal Control Over Financial Reporting

     Report of Independent Registered Public Accounting Firm dated
     March 30, 2011 - Turner Stone & Company, LLP

     Consolidated Balance Sheets - December 31, 2010 and 2009

     Consolidated Statements of Income for the Years Ended December 31, 2010
     and 2009

     Consolidated  Statements of Shareholders' Equity for the Years Ended
     December 31, 2010 and 2009

     Consolidated  Statements of Cash Flows for the Years Ended December 31,
     2010 and 2009

     Notes to Consolidated Financial Statements

                                          59
<PAGE>


     2.  Financial Statement Schedules.  The following financial statement
         ------------------------------
     schedule is filed as part of this report:

     Financial  statement  schedules  not included in this annual report on
     Form 10-K have been omitted because they are not applicable or the required
     information is shown in the financial statements or notes thereto.

     3.  Exhibits.
         ---------
      The exhibits listed below are filed or incorporated by reference as part
      of the annual report.



Exhibit
Number                          Description of Exhibit
------                          ----------------------


3.1   Certificate of Incorporation.  Incorporated by reference to the Company's
      Registration Statement which became effective November 18, 1980 (File
      Number 2-69087).

3.2   Restated Articles of Incorporation of Regent Technologies, Inc.;
      incorporated by references to  Regent Petroleum Corporation Proxy
      Statement for Special Meeting of Shareholders held January 26, 1988,
      dated December 30, 1987.

3.3   Bylaws of Regent Technologies, Inc. as amended; incorporated by reference
      to Regent Petroleum Corporation Proxy Statement for Special Meeting of
      Shareholders held January 26, 1988, dated December 30, 1987.

10.1  Restricted Stock Agreement for Directors approved on November 26, 2007 by
      the Registrant; incorporated by reference from the Registrant's current
      report on Form 8-K filed on December 11, 2007.

10.2  Property Transfer Agreement between Regent Natural Resources Co. and
      SIG Partners, LC dated September 29, 2010; incorporated by reference from
      the Registrant's current report on Form 8-K filed on October 8, 2010.

10.3  NPI Agreement between Regent Natural Resources Co. and SIG Partners, LC,
      dated December 30, 2010.#

21.1  List of subsidiaries - Regent Natural Resources Co.

23.1  Consent of RCM Engineering, Inc.#

31.1  Certification of Chief Executive Officer and Principal Accounting Officer#

32.1  Certification of Chief Executive Officer and Principal Accounting Officer#

99.1  Independent Engineer Reserve Report for the year ended December 31, 2010
      prepared by RCM Engineering, Inc.#

# - Filed Herewith

                                        60
<PAGE>


                                    SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                REGENT TECHNOLOGIES, INC.


                                            By: /s/ DAVID A. NELSON
                                                --------------------------------
                                                David A. Nelson, President,
                                                CEO and Principal Accounting
                                                Officer

                                          Date: March 30, 2011
                                                --------------------------------

                                       61
<PAGE>