UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

(Mark One)

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    For the fiscal year ended December 31, 2005

[ ] TRANSITION REPORT UNDER 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.
                         ------------------------------
                 (Name of small business issuer in its charter)

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

6727 Hillcrest Ave., Suite E, Dallas, TX                   75205
(Address of principal executive offices)                 (Zip Code)

                     Issuer's telephone number 214-507-9507

         Securities registered under Section 12(b) of the Exchange Act:

   Title of each class             Name of each exchange on which registered
   -------------------             -----------------------------------------
         None                                        None

         Securities registered under Section 12(g) of the Exchange Act:

                             $0.01 pv common stock
                                (Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [ ] No [X]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

State issuer's revenues of its most recent fiscal year. $0.00

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.) - $2,000.


State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 19,672,321 shares common stock $.01
par value as of March 15, 2006.

                       DOCUMENTS INCORPORATED BY REFERENCE

Form 10-QSB for first, second and third quarter of fiscal year.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]


<PAGE>
                                TABLE OF CONTENTS


Number                   Item in Form 10-KSB                            Page No.
------                   -------------------                            --------

   1     Description of Business                                             3

   2     Description of Property                                             4

   3     Legal Proceedings                                                   4

   4     Submission of Matters to a Vote of Security Holders                 4

   5     Market for Common Equity and Related Stockholder Matters            4

   6     Management's Discussion and Analysis for Plan of Operation          5

   7     Financial Statements                                                6

   8     Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure                                           18

  8A     Controls and Procedures                                            18

   9     Directors, Executive Officers, Promoters and Control Persons       18

  10     Executive Compensation                                             19

  11     Security Ownership of Certain Beneficial Owners and Management     19

  12     Certain Relationships and Related Transactions                     21

  13     Exhibits and Reports on Form 8-K                                   21

  14     Principal Accountant Fees and Services                             21

         Signatures                                                         22


                                       2
<PAGE>

PART I

ITEM 1 - DESCRIPTION OF BUSINESS

General

The terms "Company" and "Regent" when used herein mean Regent Technologies,
Inc.  and  its  subsidiaries.   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 as an incubator for the development of emerging
technologies and the shareholders voted to rename the Company at a meeting
held on December 19,  1994.  At the shareholders meeting held on March  4,
1998, the shareholders  approved a 1 for 6 reverse split of  the  Common
Stock of the Company.

On December 19, 1994, the Board approved the acquisition of SSB Environmental,
Inc. ("SSBE") for  restricted common stock and incentives.  SSBE was the
Company's entry into the landfill  mining  business in the State of New  York.
On September  15, 1996, the Company announced it had initiated highspeed
Internet  access for home and  business using the National  Knowledge Networks,
Inc.  ("NKN")  digital  network under a Technology License which licenses the
hardware and the software  necessary  for the Company to offer  access  to the
Internet.   The  License was obtained from  NKN  Technologies, Inc.  ("NKN")
for  2,500,000 shares of common  stock  of  the Company,  600,000  registered
shares and 1,900,000  restricted shares.  On December 7, 1996, the License was
assigned to  the Company's wholly owned subsidiary, Regent Tel1 Communications,
Inc.  ("TEL1").  Effective September 1, 1997, Regent acquired ConnecTen, L.L.C.
("ConnecTen") for 100,000 shares  of  Regent restricted  common  stock.   The
focus  of  ConnecTen  was  to provide  a  wide range of Internet services  for
corporate customers including high-speed access, web hosting, server colocation
and web page development.  Effective January 1, 1998, TEL1  initiated  the
offering of wireless products through Regent's acquisition of Channel Services,
L.C. which  allowed TEL1 to succeed to Channel's status as a preferred customer
of AT&T  Wireless Services Corp.  Channel Services  was acquired through the
issuance of  1,281,667 shares of restricted common stock and warrants which can
be exercised for an  additional 80,000 shares of Regent restricted common stock.
On March 20, 1998, the Company announced its entry into the digital printing and
prepress business through  its  new  subsidiary company, Regent Digital Imaging,
Inc.  ("RDI").   RDI  was incorporated as a Texas corporation and was initiated
because of  the  Company's knowledge of and access to the technologies related
to this industry and the Company's belief  that  the digital  printing business
can be enhanced through utilization of the Internet.  Effective January 1, 1998,
the aforementioned Company's subsidiary companies were divested in the ordinary
course of business through sales in lieu of foreclosure due to the Company's
creditors seeking repayment for delinquent debt and the inability to raise
capital due to continuing operating losses.

By the end of 1998, the Company had ceased operations and had divested itself
of any interests in subsidiary companies and effective January 1, 1999 had
re-entered the development stage.

All filings made by Regent with the Securities and Exchange Commission ("SEC"),
including our annual report on Form 10-KSB, quarterly reports on Form 10-Q,
current reports on Form 8-K and any amendments to those reports filed or
furnished pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended, are available without charge on the Edgar website.
Additionally, our Code of Business Conduct and Ethics is available without
charge by submitting a written request to the Company.

Recent Business Developments

From 1999 to 2003, the Company reviewed opportunities without successfully
consummating any new business.  In 2003, new management initiated the process
of reclaiming shares of stock issued in 1999 and 2000 without the delivery of
adequate consideration to the Company.  In 2005, management gained control of
the necessary information for auditing the books and records of the Company
in order to file delinquent SEC reports.  As of the date of this Form 10-KSB,
all SEC reports are current.

Employees

At December 31, 2005, the Company had no employees.  The President serves
without compensation.

                                       3
<PAGE>

ITEM 2 - DESCRIPTION OF PROPERTY

Offices

The Company currently does not occupy formal office facilities but uses space
on an as needed basis without charge provided by a former officer of the Company
and as of 2004 by a business associate.  The fair rental value of this space
provided was not and is currently not material.  Management believes that this
will be sufficient for the needs of the Corporation for the next 12 months.


ITEM 3 - LEGAL PROCEEDINGS

During 2001, stockholder David Nelson initiated a lawsuit against the Company
and management of the Company for issuing shares of common stock without
consideration. The case was ordered for mediation and on February 27, 2003, the
case was settled with former management concurring that 7,331,504 shares were
issued without consideration and should be cancelled.  Also, as part of the
mediation settlement, it was agreed that certain shares previously owned by the
father of the President, Richard Straza and the Straza family members and legal
entities (the Straza Shares) would be returned and cancelled and that the
Company would be indemnified against claims arising from the issuance of the
Straza Shares.

On November 2, 2005, W. T. Skip Leake initiated litigation in the 101st State
District Court of Dallas County against the Company and the Company's stock
transfer agent seeking a declaratory judgment for the release of 1,000,000
shares of the 7,331,504 shares which former management states were issued
without consideration.  The Company has filed a counter-claim against 35
defendants for a declaratory judgment that all disputed shares are void for
lack of Director approval and failure of consideration and that the 7,331,504
shares and the Straza Shares should be cancelled.

Prior to December 31, 2005, a total of 750,000 shares were returned and
cancelled.  As of March 15, 2006, 16 defendants have been served and seven
(7) defendants have settled the Company's claims and a total of 1,878,837
shares have been returned and cancelled.  Certain shareholders have reported
that the certificates were lost or destroyed and have agreed to sign an
affidavit of disclaimer to settle the lawsuit.  The Company plans to continue
to pursue the return of all disputed shares for cancellation.


ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were presented for a vote to the shareholders of Regent during the
fiscal year.


PART II


ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's Common Stock is traded in the "pink-sheets" under the symbol
"REGT."  The following table sets forth the high and low bid quotations for the
Company's Common Stock as reported by security dealers.  The quotes represent
inter-dealer prices without adjustments or commissions and may not represent
actual transactions.
                                                  Bid Price
                                                High     Low
          2005
            1st  Quarter                        .01      .01
            2nd  Quarter                        .01      .01
            3rd  Quarter                        .01      .01
            4th  Quarter                        .01      .01

          2004
            1st  Quarter                        .01      .01
            2nd  Quarter                        .01      .01
            3rd  Quarter                        .01      .01
            4th  Quarter                        .01      .01


The  Company has not declared any cash dividends on its Common Stock since
its inception.   The  Company  currently intends to retain any future
earnings to finance the growth of the  business and, therefore, does not
anticipate  paying  any cash  dividends in the foreseeable future.  As of
December 31, 2005,  the  approximate  number  of  record  holders  of   the
Company's Common Stock was 2,121.

                                       4
<PAGE>


ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward Looking Statements

The following discussion and analysis should be read in conjunction with the
financial statements and notes thereto included elsewhere in this report on
Form 10-KSB for Regent Technologies, Inc. ("Regent" or "We" or the "Company").
This report contains certain statements that are "forward looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended
(the "Securities Act"), and Section 21E of the Securities Exchange Act of
1934, as amended (the "Exchange Act").  Those statements, among other things,
include the discussions of the Company's expectations set forth below. Although
the Company believes that the expectations reflected in the forward looking
statements are reasonable, management can give no assurance that such
expectations will prove to have been correct. Generally, forward looking
statements relate to business plans or strategies, projected or anticipated
benefits or other consequences of such plans or strategies, or projections
involving anticipated revenues, expenses, earnings, levels of capital
expenditures, liquidity or indebtedness, ability to raise working capital, or
other aspects of operating results or financial position. Although not always
the case, forward looking statements can be identified by the use of words
such as "believes", "expects", "intends", "projects", "anticipates",
"contemplates", or "estimates".

Plan of Operation

As a development stage company, Regent has funded operations through short-term
borrowings and equity investments in order to meet obligations. Our future
operations are dependent upon external funding and our ability to increase
revenues and reduce expenses. Management believes 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, for a reasonable period of time.

As of the date of this 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.

Financial Condition

The Company has not yet made any determination about the future business plans.
The Company's Board of Directors is  evaluating  possible  directions, including
a possible transaction  in which the Company  sells or merges its "public shell"
corporation to or with a  private operating  business  whereby  the  Company's
shareholders  would  retain  some  ownership interest in the  surviving  public
corporation.  However, the Board of Directors may choose to pursue one or more
options not yet considered.

The Company did not have revenues from operations in each of the last two fiscal
years.  The Company is not current on its  trade  payables including amounts
owed to stockholders and continues to raise monies as needed through proceeds
from the sale of the Company's restricted Common Stock or from short term loans
from individuals.

The Company is not performing any product research and development at this time
and it is not expected to purchase equipment or incur significant changes in the
number of employees.

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.

                                       5
<PAGE>

ITEM 7 - FINANCIAL STATEMENTS

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.
Dallas, Texas


We have audited the accompanying balance sheet of Regent Technologies, Inc.,
(the Company) (a development stage company) as of December 31, 2005, and the
related statements of operations, stockholders' deficit, and cash flows for
the years ended December 31, 2005 and 2004, and for the period January 1,
1999 through December 31, 2005.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our audit.

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 financial statements referred to above present fairly,
in all material respects, the financial position of Regent Technologies, Inc.
at December 31, 2005, and the results of its operations and cash flows for
the years ended December 31, 2005 and 2004, and for the period January 1, 1999
through December 31, 2005 in conformity with accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 1 to the
financial statements, the Company has no 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 financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.



/s/ Turner, Stone & Company, L.L.P.
----------------------------------
March 15, 2006

                                        6
<PAGE>

                             REGENT TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEET
                               DECEMBER 31, 2005

<TABLE>
<CAPTION>

<S>                                                                      <C>
                                     ASSETS

CURRENT ASSETS
   Cash in bank                                                         $      544
   Settlements and note receivable, net of $79,892
     allowance for uncollectible accounts                                        -
                                                                          ---------
Total Current Assets                                                           544

Property and equipment:
   Furniture and fixtures                                                    8,593
   Computer equipment                                                        2,400
                                                                         ---------
                                                                            10,993
   Less accumulated depreciation                                           (10,993)
                                                                         ---------

     Net property and equipment                                                  -

                                                                        $      544
                                                                         =========

                 LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
   Accounts payable, trade                                              $   40,134
   Accounts payable, stockholder                                            10,000
   Accrued interest payable                                                 17,826
   Note payable                                                             64,000
                                                                         ---------

      Total Current Liabilities                                            131,960
                                                                         ---------

Note payable, related party                                                 24,100
                                                                         ---------


STOCKHOLDERS' DEFICIT
   Preferred stock, $.10 par value, 30,000,000
     shares authorized, no shares issued and
     outstanding, no rights or privileges designated
   Common stock, $.01 par value, 100,000,000
     shares authorized, 19,672,321 shares
     issued and outstanding                                                196,723
   Paid-in capital in excess of par                                      3,197,585
   Accumulated deficit (including $201,825
     accumulated during the development stage)                          (3,549,824)
                                                                         ---------

     						                          (155,516)
                                                                          ---------

							                $      544
                                                                         =========

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

</TABLE>


                                       7
<PAGE>
                             REGENT TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                   FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
                         AND THE PERIOD JANUARY 1, 1999
                            THROUGH DECEMBER 31, 2005

<TABLE>
<CAPTION>

						  				        Cumulative
                                                                                     Since Re-entering
                                                                                     Development Stage
                                                    2005                2004          January 1, 1999
                                                ------------        ------------        ------------
<S>                                            <C>                 <C>                 <C>
Revenues                                          $       -          $       -           $       -

Operating expenses:


  General and administrative                         38,771                   -             202,328
  Interest                                           10,175               7,936              18,111
                                                   ---------           ---------           ---------
Operating loss                                     ( 48,946)           (  7,936)           (220,439)
                                                   ---------           ---------           ---------

Gain on extinguishment of debt                            -                   -              18,614
                                                   ---------           ---------           ---------
Loss before income taxes                           ( 48,946)           (  7,936)           (201,825)

Provisions for income taxes                               -                   -                   -
                                                  ---------           ---------           ---------
Net loss                                          $( 48,946)          $(  7,936)          $(201,825)
                                                  =========           =========           =========

Net loss per common share:

  Basic loss per common share                     $(    .00)          $(    .00)          $(    .01)
                                                  =========           =========           =========

  Diluted loss per common share                   $(    .00)          $(    .00)          $(    .01)
                                                  =========           =========           =========


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

</TABLE>


                                       8
<PAGE>

                             REGENT TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      STATEMENTS OF STOCKHOLDERS' DEFICIT
                   FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
                         AND THE PERIOD JANUARY 1, 1999
                            THROUGH DECEMBER 31, 2005

<TABLE>
<CAPTION>
                                            Common Stock                                               Total
                                     -----------------------      Additional                        Stockholder's
                                     Issued                        Paid-In         Accumulated         Equity
                                     Shares        Par Value       Capital           Deficit          (Deficit)
                                     ------        ---------       -------           -------         ---------
<S>                                 <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)
                                    ===========     ========        =========       ==========       ==========


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

</TABLE>


                                       9
<PAGE>
                             REGENT TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENT OF CASH FLOWS
                   FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
                         AND THE PERIOD JANUARY 1, 1999
                            THROUGH DECEMBER 31, 2005
<TABLE>
<CAPTION>
						  		   		                    Cumulative
                                                                                                Since Re-entering
                                                                                                Development Stage
                                                                 2005               2004          January 1, 1999
                                                             ------------       ------------        ------------
<S>                                                           <C>                 <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                                                    $( 48,946)          $(  5,536)          $(201,825)
  Adjustments to reconcile net income to net
   cash provided by operating activities:
     Depreciation                                                     -                   -               3,762
     Gain from extinguishment of accounts payable                     -                   -            ( 18,614)
     Note issued for settlement expenses                              -                   -              20,000
     Common stock issued for services                                 -                   -               5,000
     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 payable                      5,500                   -              29,636
     Increase (decrease) in accounts payable, stockholder        10,000                   -              10,000
     Increase in accrued liabilities                              9,890               5,536              27,826
                                                              ---------           ---------           ---------
        Net Cash Used In Operating Activities                  ( 23,556)                  -             (24,446)
                                                              ---------           ---------           ---------
CASH FLOWS FROM INVESTING ACTIVITIES:                                 -                   -                   -
                                                              ---------           ---------           ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from note payable - related party                     24,100                   -              24,100
                                                              ---------           ---------           ---------
        Net Cash Provided By Financing Activities                24,100                   -              24,100
                                                              ---------           ---------           ---------
Net Increase in Cash                                                544                   -                 544
Cash At Beginning Of Period                                           -                   -                   -
                                                              ---------           ---------           ---------

Cash At End of Period                                         $     544           $       -           $     544
                                                              =========           =========           =========




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

    Issuance of common stock for services                     $       -           $       -           $   5,000

    Issuance of notes payable in settlement of
      accrued compensation                                    $       -           $       -           $ 170,000

    Issuance of common stock upon
      conversion of notes payable                             $       -           $       -           $ 190,000

    Issuance of common stock in legal settlement              $       -           $       -           $  14,000

    Common stock returned in failed consideration             $       -           $       -           $ 360,462

    Reduction of related party note receivable
      from direct payment of liabilities                      $       -           $       -           $  34,055


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

</TABLE>


                                       10
<PAGE>
                            REGENT TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                            DECEMBER 31, 2005 AND 2004


1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and business

Regent  Technologies, Inc., (the Company) formerly Regent Petroleum Corporation,
was incorporated on January 18, 1980, in the state of Colorado for the purpose
of exploration  and development of oil and gas properties in the United States.
Activities of the Company up to 1992 were primarily organizational and included
the issuance of equity capital and the acquisition of developed and undeveloped
oil and gas properties which included the formation of Earth Minerals, Inc. in
1991, which was later renamed Regent Industries, Inc. In 1992, the Company
redirected its core activities as an incubator for the development of emerging
technologies and the shareholders voted to rename the Company at a meeting
held on December 19,  1994.  On December 19, 1994, the Board approved the
acquisition of SSB Environmental, Inc. (SSBE) for restricted stock.  SSBE
was organized for the purpose of obtaining waste and landfill reclamation
contracts. Effective January 1, 1996, the Company sold 100% of Regent Industries
and 81% of its interest in SSBE.  In September, 1996, the Company entered into a
license agreement for the technologies necessary to offer dialup access to the
Internet. During the fourth quarter of 1996, the Company organized Regent TEL1
Communications, Inc. as a Nevada corporation and a wholly owned subsidiary to
market its Internet products and services primarily to consumer markets.  In the
third quarter of 1997, the Company acquired ConnecTen, L.L.C. as a wholly owned
subsidiary to market its dedicated Internet access services to professionals and
corporations.  During the first quarter of 1998,the Company acquired Channel
Services, LC, to expand its telecommunications products to include wireless
telephone services.  The acquisitions of ConnecTen and Channel Services were
accounted for under the purchase method of accounting.  During the first quarter
of 1998, the Company organized Regent Digital Imaging, Inc. to offer digital
printing and prepress services with access available via the Internet. Effective
January 1, 1998, the Company divested 100% of its ownership in all subsidiary
companies and  on January 1, 1999 re-entered the development stage (see below).

Basis of presentation and going concern uncertainty

The financial statements of the Company have been prepared assuming that the
Company will continue as a going concern.  However, the Company has sustained
recurring losses and, as of December 31, 2005, had no business operations and
a working capital deficit.  These conditions, among others, give rise to
substantial doubt about the Company's ability to continue as a going concern.
Management is continuing to seek additional equity capital to fund a merger or
acquisition or to purchase an ongoing business.  Until such time, the Company
anticipates its working capital needs to be funded through advances from its
major stockholders.  Management believes that these steps will provide the
Company with adequate funds to sustain its growth and continued existence.
There is, however, no assurance that the steps taken by management will meet
all of the Company's needs or that it will continue as a going concern.  The
accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

Development stage activities

By the end of 1998, the Company had ceased operations and had divested itself
of any interests in subsidiary companies and effective January 1, 1999 had
re-entered the development stage.  Accordingly, all of the Company's operating
results and cash flows reported in the accompanying financial statements for
the years 1999 through 2005 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 Statements of Financial
Accounting Standards (SFAS) No. 7, Accounting and Reporting by Development
Stage Enterprises.


                                       11
<PAGE>
                            REGENT TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


Management 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
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Cash and cash flows

For purposes of the statements of cash flows, cash includes demand deposits and
time deposits with original maturities of less than three months.  None of the
Company's cash is restricted.  Additionally, no taxes were paid during each of
the years ended December 31, 2005 and 2004 and for the period January 1, 1999
through December 31, 2005.  During the years ended December 31, 2005 and 2004
and for period January 1, 1999 through December 31, 2005, interest paid totaled
$284, $0 and $284, respectively.

Settlements and note receivable and allowances for uncollectible amounts

The Company's settlements and note receivable (Note 6) represent remaining
principal balances that had not been collected at the balance sheet date.  These
receivables are considered past due based upon maturity dates stated in the note
or other applicable facts and circumstances.  At December 31, 2005, the balances
of these receivables have been reduced by an allowance for uncollectible amounts
of $79,892, so that they are reflected in the accompanying financial statements
at their net realizable values of $0 determined from amounts actually collected
in prior years.  Interest has not been accrued on the note receivable because
collection is not reasonably assured.

Property and equipment

Property and equipment is stated at cost less accumulated depreciation.
Depreciation of property and equipment is being provided by the straight-line
method over estimated useful lives of three to seven years. During the years
ended December 31, 2005 and 2004 and for the period January 1, 1999 through
December 31, 2005, depreciation expense totaled $0, $0, and $3,762,
respectively.

Net loss per common share

Basic loss per common share amounts are computed by dividing the net loss
(numerator) by the weighted average number of common stock shares outstanding
(denominator).  Diluted loss per common share amounts reflect the maximum
dilution that would have resulted from the exercise of stock options (Notes 2
and 6).  Diluted loss per common share amounts are computed by dividing the
net loss by the weighted average number of common stock shares outstanding
plus the assumed exercise of stock options into an equivalent number of
common stock shares.


                                       12
<PAGE>
                            REGENT TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2005 and 2004 and for the period January 1,
1999 through December 31, 2005, basic loss per common share amounts are based
on 20,389,444, 20,422,321, and 23,028,709, respectively, weighted average
shares of common stock outstanding.  No effect has been given to the assumed
exercise of stock options and warrants (Note 6) as the effect would be
antidilutive.  For the period January 1, 1999 through December 31, 2005, the
weighted average number of common stock shares outstanding exceeded the number
of shares outstanding at the end of the period, because of the weighting factor
given to the cancellation of 36,046,209 common stock shares in April 2000
(Note 2).

Recent Accounting Pronouncements

Through December 31, 2005, there were several new accounting pronouncements
issued by the Financial Accounting Standards Board (FSAB) the most recent of
which was Statement on Financial Accounting Standards (SFAS) No. 154,
Accounting Changes and Error Corrections.  Each of these pronouncements, as
applicable, has been or will be adopted by the Company.  Management does not
believe the adoption of any of these accounting pronouncements has had or
will have a material impact on the Company's financial position or operating
results.

In December 2004, the FSAB issued SFAS No. 123R, "Share-Based Payments",
revising SFAS No. 123, Accounting for Stock-Based Compensation, and
superseding Accounting Principles Board (APB) Opinion No. 25, "Accounting
for Stock Issued to Employees".  SFAS No. 123R establishes standards for
the accounting for transactions in which an entity exchanges its equity
instruments for goods or services, including obtaining employee services in
share-based payment transactions.  SFAS No. 123R applies to all awards
granted after the required effective date and to awards modified, purchased
or canceled after that date.  Adoption is effective as of the beginning of
the first interim or annual reporting period that begins after December 15,
2005.  Management does not believe the adoption of this accounting
pronouncement will have a material impact on the Company's financial position
or operating results (Note 6).

Stock based incentive program

SFAS No. 123, "Accounting for Stock-Based Compensation", encourages entities to
recognize compensation cost for stock-based employee compensation plans using
the fair value method of accounting, as defined therein, but allows for the
continued use of the intrinsic value method of accounting prescribed by
Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued
to Employees".  The Company does not have a formal stock based compensation
plan.  However, stock options were granted to a director in 1999 and employees
in 1998 and were valued using the intrinsic value method, which resulted in no
compensation costs for the options granted.

Separate pro forma net loss and loss per share amounts are not presented
because there are no differences in the amounts that would be presented
compared to actual net loss and loss per share amounts reported in the
accompanying financial statements.


Fair value of financial instruments

In accordance with the reporting requirements of SFAS No. 107, Disclosures
About Fair Value of Financial Instruments, the Company calculates the fair
value of its assets and liabilities which qualify as financial instruments
under this Statement 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 settlements
and note receivable are based on management's assessment of net realizable
value and its allowance for uncollectible amounts (see above).  The estimated
fair values of accounts payable approximate their carrying amounts due to the
short maturity of these instruments.  The estimated  fair  value of  the notes
payable also approximates its carrying values because their terms are
comparable to similar lending arrangements in the marketplace.  At December
31, 2005 and 2004 and for the period January 1, 1999 through December 31,
2005, the Company did not have any other financial instruments.


2.      CAPITAL STRUCTURE DISCLOSURES

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, 30,000,000 of which have been designated as preferred shares
with a par value per share of $.10, and 100,000,000 of which have been
designated as common shares with a par value per share of $.01.  In connection
with the settlement of an employment agreement in 1999, 42,876 common stock
shares were returned to the Company and were held in treasury at no cost until
their cancellation in 2005.

                                       13
<PAGE>
                            REGENT TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


In July, 1995, the Company designated 10,000 shares as Series A Redeemable
Preferred Stock for which no shares were issued and the designation expired in
December, 1998.  No other series, rights or privileges have been designated with
respect to the preferred stock shares.  Each common stock share contains one
voting right and contains the rights to dividends if and when declared by the
Board of Directors.

On March 4, 1998, the shareholders  approved a 1 for 6 reverse split of the
common stock of the Company.  All share and per share amounts have been
retroactively restated in the accompanying financial statements.

On June 29, 1999, the Company entered into a Stock Purchase Agreement with the
Straza Family Limited Partnership, a partnership managed by the father of the
Company's President, Richard Straza, for stock options and shares of restricted
common stock in exchange for the assignment of notes receivable totaling
$1,100,000 to the Company.  Although the transaction was never formally closed
as provided for in the agreement, on July 30, 1999, the Company issued
36,046,209 shares of restricted common stock.  The notes receivable were never
assigned to the Company, and on April 5, 2000, the shares were returned to the
Company and cancelled.  The stock options were not issued at any time and the
Stock Purchase Agreement was voided.

As of December 31, 2005, 19,672,321 shares of common stock are outstanding.
This is a reduction from the prior years following the cancellation of 750,000
shares during the fourth quarter of 2005 for shares returned for lack of
consideration upon issuance.  This reduces the number of shares the Company
believes were issued without consideration and should be cancelled to
6,581,504. In addition, Regent believes 7,500,000 shares of restricted
common stock were issued without consideration to the Straza Family Limited
Partnership and should be returned and cancelled.  Management of the Company is
currently attempting to reclaim and cancel the certificates for these shares
issued without consideration through litigation (Note 3 - Litigation).


3.	COMMITMENTS AND CONTINGENCIES

Leases

The Company currently does not occupy formal office facilities but uses space
on an as needed basis without charge provided by an officer of the Company
and as of 2004 by a business associate otherwise unrelated to the Company.
The fair rental value of this space provided was not and is currently not
material.  At December 31, 2005 and 2004 and for the period January 1, 1999
through December 31, 2005, the Company was not obligated under any
noncancelable operating or capital lease agreements.

Litigation

During 2001, stockholder David Nelson (President of the Company beginning in
2003) initiated a lawsuit against the Company and management of the Company
for issuing shares of common stock without consideration. The case was ordered
for mediation and on February 27, 2003, the case was settled with former
management concurring that 7,331,504 shares were issued without consideration
and should be cancelled.  Also, as part of the mediation settlement, it was
agreed that certain shares previously owned by the father of then President,
Richard Straza and the Straza family members and legal entities (the Straza
Shares) would be returned and cancelled and that the Company would be
indemnified against claims arising from the issuance of the Straza Shares.

On November 2, 2005, W. T. Skip Leake initiated litigation in the 101st State
District Court of Dallas County against the Company and the Company's stock
transfer agent seeking a declaratory judgment for the release of 1,000,000
shares of the 7,331,504 shares which former management states were issued
without consideration.  The Company has filed a counter-claim against 35
defendants for a declaratory judgment that all disputed shares are void for
lack of Director approval and failure of consideration and that the 7,331,504
shares and the Straza Shares should be cancelled.

Prior to December 31, 2005, a total of 750,000 shares were returned and
cancelled.  As of March 15, 2006, 16 defendants have been served and seven
(7) defendants have settled the Company's claims and a total of 1,878,837
shares have been returned.  Certain shareholders have reported that the
certificates were lost or destroyed and have agreed to sign an affidavit
of disclaimer to settle the lawsuit.  The Company plans to continue
to pursue the return of all disputed shares for cancellation.

                                       14
<PAGE>
                            REGENT TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


4.      NOTES PAYABLE

In February 1999, the Company settled an equipment lease obligation and
executed a $64,000 promissory note payable to a vendor.  The note is
non-interest bearing, unsecured and was due March 1, 2004.  The Company has
not made any payments on this note and it is currently in default and accruing
interest from the date of default at 15% per annum.

During the third quarter, 2005, the Company borrowed $22,100 under a note
payable to NR Partners, a partnership of which the President is a partner.
The note payable is a promissory note for a maximum amount of $25,000 due on
or before July 31, 2007 bearing interest at the rate of eight and one half
percent. The funds were used to pay expenses related to professional and
transfer agent fees incurred primarily to bring the Company current with its
SEC filings.  For the period ended December 31, 2005, the Company had borrowed
an additional $2,000 under the note payable to NR Partners for a total
outstanding of $24,100.


5.  	RELATED PARTY TRANSACTIONS

Settlements with former officers

In June of 1999, the Company executed settlement agreements with the Chairman,
President, General Counsel and the Chief Technical Officer to terminate
each of their employment contracts and the deferred compensation amounts due
thereunder.  The Company issued 50,000 shares of restricted common stock to the
General Counsel in payment of deferred compensation, $5,000 of which was paid
by the Company by the issuance of these shares and the remainder of which was
assumed by the former Chairman in connection with the Company's divestiture of
its subsidiaries. In addition, the Company released the Chief Technical
Officer from his contract in exchange for the stock grant thereunder. Pursuant
thereto, 42,876 shares of restricted common stock were returned to the Company
and in 2005 were cancelled.

The Chairman accepted a $90,000 convertible promissory note for $90,000 of
deferred compensation owed.  At the same time, the promissory note was assigned
to a third party and converted into 900,000 shares of restricted common stock.

The President accepted a $100,000 convertible promissory note and an account
payable of $10,000 for $90,000 of deferred compensation owed and $20,000 of
expense reimbursement for the termination of his employment contract.  In
addition, the President received an option to purchase 100,000 shares of the
Company's restricted common stock at an exercise price of $.25 and expiring
on June 30, 2004.  At the same time, the promissory note was assigned to a
third party and converted into 900,000 shares of restricted common stock.  In
addition, the President is a partner with NR Partners, an entity that has
a loan to the Company (Note 4).

Settlements receivable, former Chairman

In connection with the Company's 1998 divestiture through a sale in lieu of
foreclosure of its interest in two subsidiaries, the Company received two
receivables from its then Chairman of $20,000 and $27,888.  The receivables
were non-interest bearing, unsecured and due upon demand.  The Company
received repayments of $4,800 in 2000 and $2,420 and $27,888 in 1999,
respectively on such receivables through the payment of Company expenses
by the former Chairman.  Since that time there have been no other payments
on these receivables and they have been fully reserved as uncollectible.

Note receivable, Woody, Inc. (Woody, Inc.)

In 1998, the Company received a $67,000 non-recourse promissory note from
Woody, Inc., a corporation wholly owned by a stockholder, in exchange for
100% of the shares of the stock of Tel1 Communications, Inc. (Note 1).  The
note bears interest, which is payable annually on December 28th, at 6.0%,
was due on December 28, 2003 and is unsecured.  No interest or principal has
been paid on this note and it is considered in default.


                                       15
<PAGE>
                            REGENT TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

6.       STOCK OPTIONS AND OTHER GRANTS

Stock options

In 1998, in connection with a private placement of the Company's common shares,
the Company issued 333,333 warrants to purchase restricted common stock at
$1.00 per share and expiring on June 30, 2003.  In 1999, the Company issued to
a director (Note 5) an option to purchase 100,000 shares of the Company's
restricted common stock at an exercise price of $.25 and expiring on June
30, 2004.  Other than the above options and warrants, no other options,
warrants or similar rights have been granted and all options have expired
without execution.

7.	INCOME TAXES

The Company recognizes deferred tax assets and liabilities based on the
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, 2005 the Company
had a deferred tax asset totaling approximately $560,000, which relates
to the Company's cumulative net operating loss carry forward totaling
approximately $1,355,000 and the allowance for uncollectible settlements
and note receivable, which will expire through 2025.  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
Revenue Code of 1986, the Company's ability to utilize the net operating
losses could be reduced.

                                       16
<PAGE>
                            REGENT TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS



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, 2005 and 2004 and for the period January 1, 1999 through
December 31, 2005 is as follows:

<TABLE>
<CAPTION>
                                                                                                 Cumulative
                                                                                             Since Re-entering
                                                Year Ended                Year Ended         Development Stage
                                                 12/31/05                  12/31/04           January 1, 1999
                                             ------------------       -------------------    -----------------
<S>                                           <C>                      <C>                    <C>
Tax benefit computed
     at statutory rate				$( 16,642)               $(  2,698)              $( 68.621)
State income taxes                               (  2,447) 	          (    397)		  (  9,910)
Expiration of NOL Carryforward                          -                    7,117                 500,822
Increase (decrease) in valuation allowance         19,089                 (  4,022)               (422,291)
                                                 ---------                ---------               ---------
                                                $       -                $       -               $       -
                                                 =========                =========               =========


</TABLE>

The Company uses the accrual method of accounting for income tax reporting
purposes.  At December 31, 2005, the significant components of the Company's
deferred tax assets (benefits) and liabilities are summarized.



						 2005
						 ----
	Deferred tax assets:
	  Net operating loss carry forward   $ 528,505
	  Allowance for doubtful accounts       31,158
	Less valuation allowance              (559,663)
					      ---------
                                                     -

	Deferred tax liabilities:
	  Depreciation differences                   -
                                              ---------
	Net deferred tax assets              $       -
                                              =========




                                       17
<PAGE>

ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

Effective August 8, 2005, Turner, Stone & Company, L.L.P. ("Turner Stone") was
engaged as the independent certified public accountant of Regent Technologies,
Inc. (the "Company") as its principal independent auditor to audit the
financial statements of the Company for the years ending December 31, 1999
through December 31 2004, and simultaneously the Company dismissed Salmon,
Beach and Company, P.C. (the "Former Auditor").

The report of the Company's Former Auditor for the fiscal years ended
December 31, 1998 and 1997 contained no adverse opinions or disclaimer of
opinion or qualification, except a statement that because of the inadequacy of
the accounting records for 1998, they were unable to form an opinion regarding
the amounts at which accounts payable were recorded. Also, the Former Auditor's
report of the financial statements for the fiscal years ended December 31, 1998
and 1997 did contain a going concern comment in respect of the Company's
recurring losses from operations and net capital deficiency.

The decision to change accountants was recommended, authorized and approved by
the board of directors of the Company.  During the period from the engagement
of the Former Auditor through the date of the dismissal of the Former Auditor,
including the Company's most recent fiscal year and the subsequent interim
period, there were no disagreements with the Former Auditors, whether or not
resolved, on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if not resolved
to the Former Auditor's satisfaction, would have caused it to make reference
to the subject matter of the disagreement(s) in connection with its report.

ITEM 8A - CONTROLS AND PROCEDURES

We  are  a  development stage company with no revenues and during the period
covered  by this annual report, our senior management had responsibility
for our internal  controls  and  procedures  over  our  financial  reporting.

Our scope of internal control is intended to extend to policies, procedures,
processes, systems, activities, initiatives, and endeavors required of a company
with our limited transactions, expenses, and operations. To this end, management
has made changes to internal controls and procedures, including  corrective
actions with regard to significant  deficiencies or material  weaknesses
identified in the Company's audit for the period ending December 31, 2000.
As of this date, it is the belief of management that, given the Company's
limited operations, our revised internal controls and procedures over financial
reporting are effective and have been during all of 2005.

PART III

ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

The Executive Officers and Directors and their respective ages as of
December 31, 2005 are as follows:

DIRECTORS

Name of Director:          Age:     Director Since      Other directorships held
-----------------          ----     --------------      ------------------------
David A. Nelson             58        June, 2003                 None


EXECUTIVE OFFICERS

Executive Officer:         Age:         Office:              Officer Since
------------------         ----         -------             --------------
David A. Nelson             58       President, CEO           June, 2003



                                       18
<PAGE>

Mr. David A. Nelson started his professional career with Republic National Bank
of Dallas in 1972.  In 1976, he received a leave of absence from Republic to
enter law school and returned to the bank Trust Department.  Mr. Nelson left the
bank in 1983 as a Vice President after serving in the Trust Department and the
Metropolitan Lending Division.  He entered the practice of law in the energy
business and remained active in the energy business through 1998, including
serving as CEO of a public oil and gas company, Intramerican Corporation, from
1988 until 1992.  From 1992 to 1999, he was President of Regent Technologies,
Inc.  From January 1999 to September 2001, Mr. Nelson was CEO and Chairman 0f
Concord Trust Company, a Texas regulated trust company and subsidiary of the
Baptist Foundation of Texas.  During this same period, he served as Senior Vice
President of the Foundation with responsibility for charitable gift consulting
and trust administration.  Since 1999, he has worked as a consultant to non-
profits and as an investment manager.  He is an attorney and registered
investment advisor.

During the 2005 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 Business
Conduct and Ethics that applies to all of its employees and specifically 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
board of directors is responsible to review all audit matters.


ITEM 10 - 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.

<TABLE>
<CAPTION>
                                               Other                  Securities
Name and                                       Annual     Restricted  Underlying              All Other
principal                                      Compen-      Stock      Options/     LTIP       Compen-
position           Year   Salary($)   Bonus   sation($)   Award(s)($)   SARs($)   Payouts($)   sation($)
--------           ----   ---------   -----   ---------   -----------   -------   ----------   ---------
<S>                <C>    <C>         <C>      <C>         <C>         <C>        <C>         <C>

David A. Nelson,     2005    $*         0.00     0.00        0.00        0.00       0.00        0.00
President, CEO	     2004    $*         0.00     0.00        0.00        0.00       0.00        0.00
(elected June, 2003) 2003    $*         0.00     0.00        0.00        0.00       0.00        0.00

Robyn Straza,        2003    $*         0.00     0.00        0.00        0.00       0.00        0.00
President, CEO

</TABLE>

----------
*    No compensation.



ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Principal Shareholders

As of December 31, 2005, there are 19,672,321 shares of Common Stock issued
and the following table utilizes this 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)


                                       19
<PAGE>

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.

<TABLE>
<CAPTION>

<S>               <C>                             <C>  <C>            <C>
Title of Class     Name and Address of                   Amount and     Percent of
                   Beneficial Owner                      Nature of	Class
	                                                 beneficial
                                                         Ownership

Common Stock       Richard Straza                    (1)  8,330,504        42.35%
                   %Straza Family Ltd. Partnership
                   1613 Breakwater Lane
                   Plano, TX 75093

Common Stock       David A. Nelson                   (2)  1,844,960         9.38%
                   18 St. Laurent Place
                   Dallas, TX 75225

Common Stock       Crystal L. Coats III              (3)  1,406,664         7.15%
                   P. O. Box 1122
                   Pell City, AL 35125

Common Stock	   All officers and directors        (4)  1,844,960         9.38%
		   as a group (1 person)

</TABLE>


(1) Richard Straza is the managing partner of the Straza Family Limited
Partnership.  This figure includes: (i) 7,500,000 of restricted shares held
by the Straza Family Limited Partnership at December 31, 1999 but which may
be cancelled (Item 12); (ii) 305,504 shares of restricted stock held of record
in the name of Richard Straza; and (iii) 525,000 shares of unrestricted stock
held of record in the name of Richard Straza.

(2) David A. Nelson is the President/Chief Executive Officer and director of
Regent at the date of the filing of this report.  This figure includes: (i)
1,100,000 restricted shares and 263,281 unrestricted shares held of record or
beneficially by David A. Nelson; (ii) 16,667 restricted shares and 70,835
unrestricted shares held of record by spouse Elaine E. Nelson; and (iii)
294,177 held directly or beneficially in brokerage accounts.

(3) Crystal L. Coats III is the owner of Woody, Inc.  This figure includes:
(i) 667,830 restricted shares held directly and (ii) 500,000 restricted shares
and 238,834 unrestricted shares held beneficially through Woody, Inc.

(4) This figure includes only the shares of David A. Nelson, President, and does
not include the effect of the exercise of options or warrants as all have
expired as of the date of the filing of this report.


                                        20
<PAGE>

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On June 29, 1999, the Company entered into a Stock Purchase Agreement with the
Straza Family Limited Partnership, a partnership managed by the father of the
Company's President, Richard Straza, for stock options and shares of restricted
common stock in exchange for the assignment of notes receivable totaling
$1,100,000 to the Company.  Although the transaction was never formally closed
as provided for in the agreement, on July 30, 1999, the Company issued
36,046,209 shares of restricted common stock.  The notes receivable were never
assigned to the Company, and on April 5, 2000, the shares were returned to the
Company and cancelled.  The stock options were not issued at any time and the
Stock Purchase Agreement was voided.  In addition, the Company believes
7,500,000 shares of restricted common stock were issued without consideration
to the Straza Family Limited Partnership and should be returned and cancelled.


ITEM 13 - EXHIBITS, LISTS AND REPORTS ON FORM 8-K

(a)  Exhibits.

     The exhibits required by this item are listed on the Exhibit Index
     attached hereto and are either filed herewith or incorporated herein
     by reference.

(b)  Reports on Form 8-K.

     On August 19, 2005, the Company filed a Current Report on Form 8-K
     reporting an auditor change from Salmon, Beach & Company, P.C. to
     Turner, Stone & Company, L.L.P.


ITEM 14 - PRINCIPAL ACCOUNTANT 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.

                                          2005            2004
                                          ----            ----
     1. Audit Fees                     $19,540          $    0
     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.

Because Regent has only one director, the Company does not maintain a standing
audit committee.  As such, Regent does not have pre-approval policies and
procedures regarding the engagement of an independent auditor for its year-end
financial statements. Instead, the engagement of an auditor is approved by the
ad hoc audit committee of the Board of Directors prior to the commencement of
the audit. 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 all services
to be performed by the accountant on behalf of Regent were outlined.


                                       21
<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

                                          Date: March 29, 2006
                                                --------------------------------



     In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.



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

                                          Date: March 29, 2006
                                                --------------------------------











                                       22
<PAGE>


                             EXHIBIT INDEX

Exhibit                 Description of Exhibit
No.

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 references
      to Regent Petroleum Corporation Proxy Statement for Special Meeting of
      Shareholders held January 26, 1988, dated December 30, 1987.

21.1  List of subsidiaries - None

31.1  Certification of Chief Executive Officer and Principal Accounting Officer

32.1  Certification of Chief Executive Officer and Principal Accounting Officer