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, 2008
--------------------------------------------------------------------------------

                                      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)

                                  214-507-9507
                          (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 [X] No [ ]

As of December 31, 2008, the  registrant  had 7,037,456 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, 2008.


<PAGE>
                             REGENT TECHNOLOGIES, INC.
                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------
                                     PART I

Item 1.  Business                                                              3
Item 1A. Risk Factors                                                          4
Item 1B. Unresolved Staff Comments                                             6
Item 2.  Properties                                                            6
Item 3.  Legal Proceedings                                                     6
Item 4.  Submission of Matters to a Vote of Securities Holders                 6

                                     Part II

Item 5.  Market for Registrant's Common Equity, Related Stockholder Matters
          and Issuer Purchases of Equity Securities                            7
Item 6.  Selected Financial Data                                               8
Item 7.  Management's Discussion and Analysis of Financial Condition and
          Results of Operations                                                8
Item 8.  Financial Statements and Supplementary Data                          13
Item 9.  Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure                                                25
Item 9A. Controls and Procedures                                              25
Item 9B. Other Information                                                    26

                                    Part III

Item 10. Directors and Executive Officers                                     26
Item 11. Executive Compensation                                               28
Item 12. Security Ownership of Certain Beneficial Owners and Management
          and Related Stockholder Matters                                     29
Item 13. Certain Relationships and Related Transactions                       31
Item 14. Principal Accounting Fees and Services                               31

                                     Part IV

Item 15. Exhibits                                                             31

Signatures                                                                    32

                                       2
<PAGE>

                                     PART I
                                     ------
Item 1. Business
------- --------

General

The term "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  toward the development of  emerging technologies and the shareholders
voted to rename the  Company at a meeting  held on December 19, 1994. Following
the  purchase in  1994 and the subsequent disposition of a landfill reclamation
business, the Company entered into a license agreement to provide retail dialup
access to the internet in 1996. During  1997 and 1998, the Company expanded its
product offerings to include wireless  telephone and  dedicated internet access
to  professionals and  corporations.  At the shareholders' meeting  on March 4,
1998, the  shareholders  approved  a 1 for 6 reverse  split of the common stock
of the Company.  During 1999, the Company's subsidiary  companies were divested
in the  ordinary course of  business including  the sale of  Regent's  internet
assets to Allegiance  Telecom, a NYSE company.  Effective  January 1, 1999, the
Company re-entered the development state. During 1999 and 2000, new  management
issued common stock  to  insiders.  In 2003, the  current  President  initiated
procedures for  reclaiming shares  of stock issued in 1999 and 2000 as void for
failure of  consideration. This process resulted in successfully canceling over
15,000,000 shares of common stock.  See Item 3 - Legal Proceedings.

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.

Recent Business Developments

During  the first quarter, 2007, the Registrant formed a Texas corporation as a
wholly owned  subsidiary named  Regent GLSC Technologies, Inc. ("Regent GLSC").
Regent  GLSC was  formed to  develop  operations  related  to  the "global life
science commercialization" process by working with inventors and research teams
focused on the  life science  technologies.  Regent  GLSC's  initial  entry was
the acquisition of a 10% ownership  in MacuCLEAR, Inc. ("MacuCLEAR"), a company
organized by Texas A & M University for  the  development of a treatment of the
eye disease known as dry age-related macular degeneration. The equity ownership
in MacuCLEAR was financed through the  sale of preferred  stock in Regent GLSC.
See ITEM 7 - Management's Discussion and Analysis for Plan of Operation for the
details and status of the MacuCLEAR.

Employees

The Company  currently  has one  part-time employee.  The Company  also utilizes
outside professionals with the number varying according to project requirements.

Affiliates and Associated Companies

Regent GLSC Technologies, Inc., a subsidiary of the Company, controls 22% of the
Series A  Convertible  Preferred Stock  of MacuCLEAR, Inc.  This preferred stock
position is convertible into  6.85% of  the common stock ownership of MacuCLEAR.
Two directors of Regent Technologies, Inc. comprise  40% of  the voting board of
MacuCLEAR.  The  President of  Regent Technologies, Inc. is the  Preferred Stock
representative  on the MacuCLEAR board.  The President of Regent GLSC is the CEO
and President of MacuCLEAR.

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.

                                       3
<PAGE>
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.


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

The risks  described  below are among those that could  materially and adversely
affect the Company's  business,  financial  condition or results of  operations.
These risks could cause  actual  results to differ  materially  from  historical
experience and from results predicted by any forward-looking  statements related
to  conditions  or events that may occur in the future.  These risks are not the
only risks the Company  faces,  and other risks  include  factors not  presently
known as well as those that are currently considered to be less significant.

Risks Related to the Company's Life Science Opportunities
---------------------------------------------------------

Improper Assessment of the Acquired Asset's Estimated Value

Evaluations of new technologies and  invention groups are based on  best  effort
investigation of the research focus, the  team strength and the potential market
prospects.   In this  regard, the  recovery of  the  amount advanced, as well as
realization of a profit on marketing or licensing  of a new product is dependent
on the initial  assessment  or  appraisal of  the invention's  estimated  value.
No assurance can  be given  that  such appraisals  will in  any or all cases, be
accurate.  Also, since  an appraisal fixes its value at a  given  point in time,
subsequent events  could adversely affect  the prospect of  financial  recovery.
Such subsequent events  may include  nationwide, statewide  or  local  economic,
demographic, regulatory, medical or  other legal, technical  and  pharmaceutical
developments.   Denial  of  FDA  approval,  an  unforeseen  ill  effect  of  the
formulation or unwillingness of medical practitioners to  employ the new drug or
medical device could  adversely affect  the  value of a  particular acquisition.
The Company  will not  necessarily be able to predict with any certainty whether
any of these events will occur after an acquisition is made. Improper assessment
of the market value of the invention can result in reduced  marketability of the
asset and resale  of the asset  for an amount less  than  the a mount  advanced.
Although the skill of the Company management team lead us to believe that it can
expertly identify and evaluate innovations, no assurances can be given that such
innovations will produce a profit.

Competition

The Company  has  numerous  competitors  in life  science  operations, including
angels and venture capital  companies, which may lend or invest on an unsecured,
as well as on a secured basis.  In  connection  with its  financing  of  medical
research groups, competitors  include  numerous drug  and  technology companies.
The Company expects that new  competitors  will enter  the market  for acquiring
promising  assets.  Some of the competitors of  the Company may have greater and
more sophisticated  development,  financial,  marketing,  distribution and other
resources than the Company.  Increased  competition  may have a material adverse
effect on the profitability of the Company.


                                        4
<PAGE>
Risks Associated with Operations

If expenses of operations  exceed the  anticipated income  of operations, Regent
GLSC may be  required  to  dispose of  the  assets on  disadvantageous terms, if
necessary, to raise capital.  In the event operations do not generate sufficient
operating income to pay all of  the operating  expenses, taxes and debt  service
requirements, the Company may sustain a loss of its investment.  There can be no
assurance that the Company will not incur operating deficits.

Government Regulation

Development of  new drugs  and  medical  procedures  are  subject  to  extensive
regulation, supervision  and  licensing  under various  federal, state and local
statutes, ordinances and  regulations.  These  statutes  prescribe, among  other
things, extent of testing and proof required to market a medical device or drug.
Governmental regulators have broad discretionary  authority to refuse to grant a
license or to suspend or revoke any or all existing  licenses of licensees under
common control if it is determined that  any such licensee has violated  any law
or regulation or that  the management of any  such  licensee is not  suitable to
bring such a  product to market.  In  addition, there  can be no  assurance that
additional state or federal  statutes or regulations will not be enacted at some
future date which could inhibit the team's  ability  to  grow a  product market,
conduct  further research, bring  new products  to  market, or  prohibit or more
stringently regulate the sale of certain goods, any of which could significantly
adversely affect the Company's prospects.

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.

                                        5
<PAGE>
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.

Conflicts with Principal Shareholder

The Company has a principal  shareholder,  David A. Nelson,  who,  together with
certain  of  his  affiliates,  currently  controls  approximately  52 %  of  the
Company's  outstanding  common  stock.  This includes 49% beneficially owned and
150,000 shares controlled through a voting agreement.  As a result,  this share-
holder exercises  significant  influence  over  the  Company's major  decisions,
including through his ability to vote for the members of the Board of Directors.
Because of this voting power,  the  principal  shareholder  could  influence the
Company to make  decisions that might run counter to the wishes of the Company's
other investors generally.

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

None.

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

Offices

The Company currently does not occupy separate  office facilities but uses space
on an as needed basis without charge  provided by the President of the  Company.
The  rental value of the  space provided was  not and is currently not material.
Management expects that the Company will establish formal  office space in 2009.

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

During 2001, stockholder David A. Nelson initiated a lawsuit against the Company
and management of the  Company for  issuing shares of common stock without valid
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  the  common  stock  owned  by  certain
insiders and related legal entities would be returned and cancelled and that the
Company would be indemnified  against claims  arising  from the  issuance of the
insider Shares.

In the fourth quarter of 2005, the  Company filed a  claim against 35 defendants
seeking a declaratory judgment that certain  common shares were invalid for lack
of Director approval plus failure of consideration and thus should be cancelled.
Following the  surrender of approximately 15,000,000 shares, the Company filed a
default judgment on one defendant and  a dismissal  of the lawsuit.  On  May 16,
2008, the Company received notice that the default judgment had been rendered in
favor  of  the  Company and the lawsuit  was terminated.  The  default  judgment
declared  an  additional  120,000 shares of common stock of the Company void and
all shares were cancelled effective June 30, 2008.

Item 4. Submission of Matters to a Vote of Security Holders
------- ---------------------------------------------------

No matters were presented for a vote to the shareholders of the Company in 2008.

                                        6
<PAGE>
                                     PART II
                                     -------

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, 2008, security  dealers did
not report high and low bid quotations.

Shares Available Under Rule 144

There  are  currently 3,926,995 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.

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 following table lists  additional shares of the Company's common stock which
may be issued.

                                                          Number of      Note
                                                           Shares     Reference
                                                          ---------   ---------
   Shares subject to semi-annual vesting pursuant to
     a restricted stock grant award to the Directors       702,777        A

A - See Note 4, NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                        7
<PAGE>

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

Not applicable.


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

INTRODUCTION
------------

    Statement of Forward-Looking Information
    ----------------------------------------

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.  Management cautions that forward-looking statements  are subject to
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" and elsewhere  in this  Annual  Report.  We undertake  no obligation to
update  a  forward-looking  statement  to  reflect  subsequent  events,  changed
circumstances, or the occurrence of unanticipated events.

    Overview
    --------

Regent Technologies, Inc. is engaged in identifying  and developing or acquiring
emerging  technologies.  On  April 17, 2007, Regent  acquired  ownership  in the
development of a life science technology with the  purchase  of MacuCLEAR Series
A Preferred Stock through our subsidiary, Regent  GLSC Technology, Inc. See Note
1, NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

During 2008, the  Company  has  continued  its review  of opportunities  for the
development or  operation of  new  technologies.  The discussions  have  focused
principally on assuming operations of technologies in the areas of environmental
services and  energy development  with an emphasis on alternative energy and the
non-conventional development of energy resources.

                                        8
<PAGE>
    Regent GLSC Technologies, Inc.
    ------------------------------

During the first quarter of 2007, the  Company formed  Regent GLSC Technologies,
Inc. as a subsidiary for the purpose of participating in the Global Life Science
Commercialization process either as an operating  company or as an investor with
management or  ownership  control.  On April 17, 2007, Regent GLSC  acquired its
initial  entry into  the GLSC market with the purchase of  shares of Convertible
Preferred Stock of MacuCLEAR, Inc. through the issuance of Regent GLSC Preferred
Stock.  MacuCLEAR, Inc. was formed by Texas A & M University as a drug discovery
and development company focused on treating disorders of the eye. MacuCLEAR  has
the exclusive license of a platform technology for preventing the progression of
of Age Related Macular Degeneration ("AMD"). AMD is a leading cause of blindness
for people  over the age of 50.  There are an estimated 1.8 Million new cases of
"Dry" and 200,000 "Wet" each year.  These numbers double  for  global estimates.
The total U.S. market potential is $18 billion based on current market treatment
for the 10% who have wet AMD.  The potential MacuCLEAR revenues are $1.5 billion
in five years from licensing fees, milestone  payments and royalties.  MacuCLEAR
has a senior team of  business and life science  professionals  with significant
industry experience. Philip G. Ralston is the CEO of MacuCLEAR and the President
of  Regent GLSC Technologies, Inc.  He is also a  director  of Regent GLSC and a
director of the Company.  In addition, David A. Nelson, CEO of the Company, is a
member of the Board of  Directors of MacuCLEAR. See  Part III, Item 10, for more
information about David A. Nelson and Philip G. Ralston.

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 of America  and included as part of the
Company's annual  report  on  Form 10-K for the  year  ended  December 31, 2008.
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.  Actual amounts or results could differ
from those estimates.

The significant  accounting policies of the Company are described in Notes 1 and
2 to the consolidated financial statements  herein, and the  critical accounting
policies and  estimates  are described  in Management's  Discussion and Analysis
included  in  Item 7  herein.  There  have  been  no  changes  in  the  critical
accounting policies. Information concerning the implementation and the impact of
new accounting  standards  issued by the Financial  Accounting  Standards  Board
("FASB") is included in the notes to the 2008 consolidated financial statements.
There are numerous 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. The most critical assumptions
made  in  arriving  at  these  accounting  estimates  are based on SFAS No. 157.
The Company  adopted FASB Interpretation No. 157 and FASB Interpretation No. 159
effective January 1, 2008.  Pursuant to the Company's election of the fair value
option under FASB Interpretation No. 157, unrealized  gains  were recognized for
the previous  and current quarters.  See Note 2, NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS.

                                        9
<PAGE>
PLAN OF OPERATION
-----------------

As a  development  stage  company, Regent  has  focused on the identification of
new technologies which we believe have the potential  for commercialization.  We
conduct  operations through our  subsidiary, Regent GLSC Technologies, Inc.  The
Company expects to form one  or more  additional subsidiary companies for future
operations.  Our  strategy is  to initially  acquire  rights to technologies and
products that are at or near commercialization.  We  plan to  control  operating
companies which own or license emerging technologies.  We do not intend to be an
investment company, engaged  primarily in holding or  trading in securities.  We
are currently considering the  commercialization of new  technologies related to
renewable energy and environmental services, as well as the life sciences.

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, 2008 Compared to Year Ended December 31, 2007
    ---------------------------------------------------------------------
    Results of Operations

For the  period  ended  December 31,  2008,  net income was $109,335 compared to
net income of $7,443 for the same  period ended 2007.  The net income for fiscal
2008 was the result of total  year-to-date  unrealized  gains of $103,201 due to
the fair value  measurement of the MacuCLEAR Preferred Stock acquisition, plus a
$35,125 gain from the sale of a portion  the  Company's  holdings  of  MacuCLEAR
Preferred  Stock  and  the gain on  the  extinguishment of debt in the amount of
$21,154.  The net income in 2007 was due to a $41,456 gain  from  the  sale of a
portion of the Company's  holdings in MacuCLEAR Preferred Stock.

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  $33,277  for the
period ended December 31, 2008 compared to $47,393 for the period ended December
31, 2007. The decrease was due to lower fees due to the change of stock transfer
agents which was  partially offset by the  one-time expense for the  preparation
of tax  returns for the past 10 years.  Interest expense  decreased period  over
period due to a  reduction in outstanding  debt to $14,105 for the fiscal period
ended December 31, 2008 from $153,747 for the period ending December 31, 2007.

   Year Ended December 31, 2007 Compared to Year Ended December 31, 2006
   ---------------------------------------------------------------------
   Results of Operations

For the  period  ended  December 31,  2007,  net  income was $7,443 compared  to
net income of $52,990 for the period ended December 31, 2006. The net income for
2007 was created by a  $41,456 gain  from the sale of a portion of the Company's
holdings in MacuCLEAR Preferred Stock.  The net income in 2006 was the result of
an $85,907 gain  from the settlement of an outstanding note payable plus accrued
interest in exchange for 64,000 shares of Company restricted common stock.

General  and  administrative expenses were $47,393 for the period ended December
31, 2007 compared  to $22,916 for the same period in 2006.  The increase was due
to the  organization expenses  related to  Regent GLSC and the professional fees
for the preparing  the Regent GLSC Series A Preferred Stock  offering.  Interest
expense  decreased period  over period to $6,285 for the  period ended 2007 from
10,001 for the  period ended 2006 due to  the settlement of an  outstanding note
payable for $64,000 in exchange for common stock.

                                       10
<PAGE>
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, 2008, the Company  had  total assets of $432,169
and  total liabilities  of $14,105.  The Company  has borrowings  under one note
payable  to  a  related  party.  See Note 3,  NOTES  TO  CONSOLIDATED  FINANCIAL
STATEMENTS.

   Cash Flows From Financing Activities
   ------------------------------------

Net cash  provided by  financing  activities  was $58,720  for the fiscal period
ending December 31, 2008, compared to $379,600 for  the same period in 2007. The
Company has financed its operations primarily from stock issuances.  During 2007
and 2008, the Company's sole subsidiary Regent GLSC raised $325,000 and $50,000,
respectively, of  capital through the sale of  its Series A Preferred Stock. For
the period ended December 31, 2008, the Company raised $100,000 through the sale
of part of its ownership  in MacuCLEAR Preferred Stock  and  $50,000 through the
additional sales of Regent GLSC Series A Preferred Stock.

    Cash Flows From Operating Activities
    ------------------------------------

Net cash flows used  in operating  activities was $57,853, for the fiscal period
ending  December 31, 2008, compared to  net cash flows  used of  $13,233 for the
same period in 2007, primarily due to costs for the Regent GLSC organization and
the MacuCLEAR stock acquisition costs.

    Cash Flows From Investing Activities
    ------------------------------------

During April 2007,  the Company, through  the newly-created subsidiary of Regent
GLSC,  used  $350,000 to  acquire  a  10%  ownership  in  MacuCLEAR.  The equity
ownership in MacuCLEAR was provided from cash flow through the sale of preferred
stock in Regent GLSC.

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

Neither the Company nor its subsidiary have incurred future payment obligations.
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.

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.

                                       11
<PAGE>
   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.

NEW AND EMERGING ACCOUNTING STANDARDS
-------------------------------------

In September 2006, the FASB issued Statement of Financial  Accounting  Standards
No. 157  ("SFAS 157"),  Fair  Value   Measurements, which  defines  fair  value,
establishes  guidelines  for  measuring  fair  value,  and  expands  disclosures
regarding  fair value measurements. SFAS 157 does not require any new fair value
measurements but  rather eliminates inconsistencies in guidance found in various
prior  accounting  pronouncements.   SFAS 157  is  effective  for  fiscal  years
beginning after November 15, 2007.  However, in  February 2008, the  FASB issued
FASB Staff Position FAS 157-2 ("FSP FAS 157-2"), which delays the effective date
of SFAS 157 for all nonfinancial  assets and  nonfinancial  liabilities,  except
those that are recognized or disclosed at fair value in the financial statements
on a recurring basis  (at least annually),  until  fiscal  years beginning after
November 15, 2008 and interim periods within those fiscal  years.  As of January
1, 2008,  the  Company  has  adopted  SFAS 157  which has  had a material impact
on the measurement of certain financial holdings.  See Note 2, NOTES TO CONSOLI-
DATED FINANCIAL STATEMENTS.

In February  2007,  the FASB issued  SFAS No.  159,  "The Fair Value  Option for
Financial  Assets and  Financial  Liabilities  - Including  an amendment of FASB
Statement  No.  115,"  which  provides  all  entities  with an  option to report
selected  financial  assets and liabilities at fair value. The objective of SFAS
No.  159 is to  improve  financial  reporting  by  providing  entities  with the
opportunity  to mitigate  volatility  in earnings  caused by  measuring  related
assets  and  liabilities   differently  without  having  to  apply  the  complex
provisions of hedge  accounting.  Certain  specified  items are eligible for the
irrevocable fair value  measurement  option as established by SFAS No. 159. SFAS
No. 159 is  effective  as of the  beginning  of an  entity's  first  fiscal year
beginning  after November 15, 2007.  The Company does not expect the adoption of
SFAS No. 159 to have a material  impact on its  financial  position,  results of
operations or cash flows.

In December  2007,  the FASB issued SFAS No. 160,  "Noncontrolling  Interests in
Consolidated  Financial  Statements-an  amendment of ARB No. 51", which provides
accounting  and  reporting  standards  for  the  noncontrolling  interest  in  a
subsidiary  and for the retained  interest and gain or loss when a subsidiary is
deconsolidated.  This statement is effective for financial statements issued for
fiscal years  beginning on or after  December 15, 2008. The adoption of SFAS No.
160 is not  expected  to  have a  material  impact  on the  Company's  financial
position, results of operations or cash flows.

In December 2007, the FASB also issued SFAS No. 141(R),  "Business  Combinations
(Revised)",  which  requires the use of the  acquisition  method of  accounting,
defines the acquirer, establishes the acquisition date and broadens the scope to
all  transactions  and other events in which one entity obtains control over one
or more  businesses.  The  statement is effective for business  combinations  or
transactions  entered into for fiscal years  beginning on or after  December 15,
2008.  The adoption of SFAS No. 141(R) will affect the Company's  accounting for
future  business  combinations  after the  effective  date and  therefore has no
impact on its current financial position, results of operations or cash flows.

The Company will monitor these  emerging  issues to assess any potential  future
impact on its consolidated financial statements.

                                      12
<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 sheet of Regent
Technologies, Inc. and Subsidiary, (the Company) (a development stage company)
as of December 31, 2008 and 2007, and the related consolidated statements of
operations, stockholders' equity (deficit), and cash flows for the years ended
December 31, 2008 and 2007, and for the period January 1, 1999 through December
31, 2008.  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, 2008 and 2007,and
the results of their operations and cash flows for the years ended December 31,
2008 and 2007, and for the period January 1, 1999 through December 31, 2008 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 18, 2009

                                        13
<PAGE>

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


<TABLE>
<S>                                                                   <C>                    <C>
                                                                       December 31,           December 31,
                                                                           2008                  2007
                                                                    ------------------    ------------------
                                     ASSETS
CURRENT ASSETS
  Cash in bank                                                          $      887            $       20
  Settlements and receivable, net of $12,892
     allowance for uncollectible accounts                                        -                     -
                                                                         ---------             ---------
Total Current Assets                                                           887                    20

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

     Net property and equipment                                                  -                     -

Investments in affiliate (Note 2)                                          431,282               392,956
                                                                         ---------             ---------
TOTAL ASSETS                                                            $  432,169            $  392,976
                                                                         =========             =========


                 LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable, trade                                              $      214            $   36,170
   Accounts payable, stockholder                                                 -                10,000
   Note payable, related parties                                            13,520                94,800
   Accrued interest payable                                                    371                 8,277
                                                                         ---------             ---------
      Total Current Liabilities                                             14,105               149,247
                                                                         ---------             ---------

STOCKHOLDERS' EQUITY
   Convertible Preferred stock, $.10 par value, 1,000,000
     shares authorized, 75,000 and 65,000 shares issued
     and outstanding, Regent GLSC Technologies, Inc.                         7,500                 6,500
   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, 7,037,456 and 5,657,456
     shares issued and outstanding                                          70,375                56,575
   Paid-in capital in excess of par                                      3,720,245             3,670,045
   Accumulated deficit (including $32,057 deficit
     accumulated since reentering the development stage)                (3,380,056)           (3,489,391)
                                                                         ---------            ---------
                                                                           418,064               243,729
                                                                         ---------             ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                              $  432,169            $  392,976
                                                                         =========             =========


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

</TABLE>

                                       14
<PAGE>

                    REGENT TECHNOLOGIES, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                       CONSOLIDATED STATEMENTS OF OPERATIONS
                  FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
                         AND THE PERIOD JANUARY 1, 1999
                            THROUGH DECEMBER 31, 2008

<TABLE>

                                                                             Cumulative
                                                                          Since Re-entering
                                                                          Development Stage
                                             2008             2007         January 1, 1999
                                         ------------     ------------      ------------
<S>                                    <C>              <C>               <C>

Revenues                                  $        -       $        -        $       -

Operating expenses:
   General and administrative                 33,277           38,921           292,442
                                           ---------        ---------         ---------
Operating loss                              ( 33,277)        ( 38,921)         (292,442)
                                           ---------        ---------         ---------
Other income and (expense):
    Gain on fair value measurement           103,201                -           103,201
    Gain on extinguishment of debt            21,154           19,665           145,340
    Gain on sale of investment                35,125           41,456            76,581
    Stock grant expense                     ( 15,000)        (  8,472)         ( 28,472)
    Interest expense                        (  1,868)        (  6,285)         ( 36,265)
                                           ---------        ---------         ---------
Total other income (expense)                 142,612           54,846           260,385

Income (loss) from continuing operations
  before income taxes                        109,335            7,443          ( 32,057)

Provisions for income taxes                        -                -                 -
                                           ---------        ---------         ---------
Net income (loss)                         $  109,335       $    7,443        $ ( 32,057)
                                           =========        =========         =========

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

Weighted Average Shares Outstanding        5,784,620        4,870,347


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

</TABLE>

                                       15
<PAGE>
                    REGENT TECHNOLOGIES, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                  FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
                         AND THE PERIOD JANUARY 1, 1999
                            THROUGH DECEMBER 31, 2008

<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 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 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
                                   ==========    =========   ===========     ========      =========     ==========     ==========


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

</TABLE>

                                        16
<PAGE>
                     REGENT TECHNOLOGIES, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE YEARS ENDED December 31, 2008 AND 2007
                         AND FOR THE PERIOD JANUARY 1, 1999
                            THROUGH December 31, 2008
<TABLE>
<CAPTION>
               					  		   		                    Cumulative
                                                                                                Since Re-entering
                                                                                                Development Stage
                                                                 2008               2007          January 1, 1999
                                                             ------------       ------------        ------------
<S>                                                          <C>                 <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                           $ 109,335           $   7,443          $ ( 32,057)
  Adjustments to reconcile net income (loss) to net
   cash used in operating activities:
     Depreciation                                                     -                   -               3,762
     Gain from fair value measurement                          (103,201)                  -            (103,201)
     Gain from extinguishment of debt                          ( 21,154)           ( 19,665)           (145,340)
     Gain from sale of investment                              ( 35,125)           ( 41,456)           ( 76,581)
     Note issued for settlement expenses                              -                   -              20,000
     Common stock issued for services                            15,000               8,472              28,472
     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                   ( 14,802)             10,065              31,545
     Increase (decrease) in accounts payable, stockholder             -                   -              10,000
     Increase in accrued liabilities                           (  7,906)              5,386              35,108
                                                              ---------           ---------           ---------
        Net Cash Used In Operating Activities                  ( 57,853)           ( 29,755)           (127,633)
                                                              ---------           ---------           ---------
CASH FLOWS FROM INVESTING ACTIVITIES:

  Investment in affiliates                                            -            (350,000)           (350,000)
  Proceeds from sale of investments                             100,000                   -             100,000
                                                              ---------           ---------           ---------
        Net Cash Provided By (Used In) Investing Activities     100,000            (350,000)           (250,000)

CASH FLOWS FROM FINANCING ACTIVITIES:

  Proceeds from sale of Preferred Stock                          50,000             325,000             375,000
  Proceeds from note payable - related party                          -              54,600              94,800
  Repayments of notes payable                                  ( 91,280)                  -            ( 91,280)
                                                              ---------           ---------           ---------
        Net Cash Provided By (Used In) Financing Activities    ( 41,280)            379,600             378,520
                                                              ---------           ---------           ---------
Net Increase (Decrease) in Cash                                     866                (155)                887

Cash At Beginning Of Period                                          20                 175                   -
                                                              ---------           ---------           ---------
Cash At End of Period                                         $     887           $      20           $     887
                                                              =========           =========           =========
Interest paid                                                 $   9,721           $     900           $  10,621


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

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

    Common stock issued for director stock awards             $   5,000           $   8,472           $  13,472

    Common stock issued for bonus compensation                $  10,000           $       -           $  10,000

    Common stock returned in failed consideration
    and debt settlement                                       $   1,200           $ 149,298           $ 510,960

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

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

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



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

</TABLE>

                                        17
<PAGE>

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

1.  SUMMARY OF SIGNIFICANT ACCOUNTING AND FINANCIAL REPORTING POLICIES:
    -------------------------------------------------------------------

    Organization and principles of consolidation
    --------------------------------------------

The term "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  toward the development of  emerging  technologies and the shareholders
voted to rename the  Company at a meeting  held on December 19, 1994.  Following
the  purchase in  1994 and the subsequent disposition of a landfill  reclamation
business, the Company entered into a  license agreement to provide retail dialup
access to the internet in 1996. During  1997 and 1998, the  Company expanded its
product offerings to  include wireless  telephone and  dedicated internet access
to  professionals and  corporations.  At the  shareholders' meeting  on March 4,
1998, the  shareholders  approved  a 1 for 6 reverse  split of  the common stock
of the Company.  During  1999, the Company's subsidiary  companies were divested
in the  ordinary course of  business including  the  sale of  Regent's  internet
assets to  Allegiance  Telecom, a NYSE company.  Effective  January 1, 1999, the
Company re-entered the development state.

The  accompanying  consolidated  financial  statements  include  the accounts of
the Company and its subsidiary  (individually  and  collectively, as the context
requires, the "Company"). All significant intercompany accounts and transactions
have been eliminated in consolidation.

    Going concern uncertainties
    ---------------------------

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.

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.

    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 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  Statements of  Financial  Accounting
Standards  No. 7, Accounting  and  Reporting  by  Development Stage Enterprises.

    Fiscal year
    -----------

The Company's fiscal year ends on December 31.  All references to 2008, 2007 and
2006 mean the  fiscal  years ended December 31, 2008,  2007 and 2006  unless the
context otherwise indicates.

                                       18
<PAGE>

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

    Cash and cash equivalents
    -------------------------

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.

    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.

    Management estimates
    --------------------

To prepare  financial  statements in  conformity  with  United States of America
generally  accepted  accounting  principles,  management   makes  estimates  and
assumptions  based on  available  information.  These  estimates and assumptions
affect the  amounts reported  in the  financial  statements  and the disclosures
provided, and  actual  results  could  differ.  The  allowance  for loan losses,
fair values  of financial  investments  and  carrying value of intangible assets
are particularly subject to change.

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

In accordance with  the  reporting  requirements  of  Statements  on  Financial
Accounting Standards (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 cash, accounts receivable and accounts
payable approximate their carrying value due to the short term  nature of these
instruments.  The carrying  value of the notes  payable  also  approximate fair
value based on the terms of  these instruments.  None of  these instruments are
held for trading purposes.

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

Earnings (loss) per common share  are calculated  under the  provisions of SFAS
No. 128, "Earnings per Share" ("SFAS No. 128"), 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, 2008 and 2007, 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.

    Reclassifications
    -----------------

Certain reclassifications have been  made to the 2007  financial information to
conform with the 2008 presentation.

                                        19
<PAGE>
                     REGENT TECHNOLOGIES, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     Recent Accounting Pronouncements
     --------------------------------

During the year ended  December 31, 2008, there  were  several  new  accounting
pronouncements  issued  by the  Financial Accounting Standards Board (FSAB) the
most recent  of  which  was  SFAS No. 163,  Accounting  for Financial Guarantee
Insurance Contracts-an interpretation of  FASB Statement No. 60.  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 pronounce-
ments has  had or  will  have a  material  impact on  the  Company's  financial
position or operating results.  The Company will monitor these  merging  issues
to assess any potential future impact on its consolidated financial statements.


2.  INVESTMENTS IN AFFILIATE:
    -------------------------

    Adoption of SFAS No. 157
    ------------------------

In  September  2006,  the FASB issued SFAS No. 157,  "Fair Value  Measurements",
which defines fair value,  establishes a framework for measuring  fair value and
expands  disclosure  of   fair  value  measurements.  The  Company  adopted  the
provisions of  FASB Interpretation  No. 157  ("SFAS No. 157") as  of  January 1,
2008.  The  SFAS  No. 157  fair  value  hierarchy  specifies  that  a  valuation
technique used to measure fair value shall maximize the use of observable inputs
and minimize  the  use of  unobservable  inputs.  The  objective of a fair value
measurement is to determine the price that would be received to sell an asset or
paid to transfer a liability in an  orderly transaction  between participants in
the market at the measurement date (an exit price).  Accordingly, the fair value
hierarchy  gives the highest  priority  to quoted  prices (unadjusted) in active
markets for identical assets or liabilities (Level 1) and the lowest priority to
unobservable  inputs (Level 3).  The three  levels of  the  fair value hierarchy
under SFAS No. 157 are described below:

  o    Level 1 -- Unadjusted  quoted prices in active markets for identical,
       unrestricted assets or liabilities  that the Fund  has the ability to
       access 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 investment.

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.

                                        20
<PAGE>

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

As required by SFAS No. 157, investments are  classified within the level of the
lowest significant  input  considered  in  determining  fair value.  Investments
classified within Level 3 consider several  inputs  and  may  include Level 1 or
Level 2  inputs  as  components of the overall fair value measurement. The table
below sets  forth information about the level within the fair value hierarchy at
which the Company's investments are measured at December 31, 2008:


<TABLE>
<CAPTION>

    Investment in affiliate
    -----------------------
                                LEVEL 1           LEVEL 2            LEVEL 3             TOTAL
                            --------------    ---------------    ---------------    ---------------
<S>                         <C>               <C>                <C>                <C>
MacuCLEAR Preferred Stock   $           --    $            --    $       431,282    $       431,282
                            ==============    ===============    ===============    ===============
</TABLE>


    Sale of investment in affiliate
    -------------------------------

The Company  determined  that  its  investment in MacuCLEAR Preferred Stock, was
valued fairly for the first quarter due to the nominal  sales of  the  Preferred
Stock since  the  date of issuance, April 17, 2007. Regent GLSC's acquisition of
MacuCLEAR  Preferred  Stock  was purchased  for $2.595 per share in April, 2007.
During the second  quarter of 2007, Regent GLSC sold 41,250 shares for $3.60 per
share to GHI, Ltd. and during the first quarter of 2008, the Company sold 25,000
shares for $4.00 per share to a private investor.  Both  sales were  arms-length
transactions  with independent third-parties.  As additional input to the valua-
tion process, MacuCLEAR has received FDA  approval for human clinical trials and
has  sold over 100,000  shares of MacuCLEAR  Preferred Stock for $4.50 per share
during the third and fourth quarter, 2008, and in the first quarter, 2009.

Therefore, the Company applied $4.50 per share as the measurement of  fair value
for  its direct  holdings in  MacuCLEAR Series A Preferred Stock  and due to the
materiality  of  the  appreciation, the  amounts of  $76,114  and  $27,087  were
recognized as gains for the second and third quarters, respectively for a  total
of $103,201 year-to-date. The following is a reconciliation in which significant
input under Level 3 was used in determining the value of the investment:

                                               Investment in
                                               affiliate
                                               --------------

Beginning Balance as of 12/31/07               $      392,956
Realized gain/(loss)                                   35,125
Change in unrealized
appreciation/(depreciation)                           103,201
Net purchase/sales                                   (100,000)
Net transfers in and/or out of
Level 3                                                    --
                                               --------------
ENDING BALANCE AS OF 12/31/08                  $      431,282
                                               ==============

                                       21
<PAGE>

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

3.  NOTES PAYABLE:
    --------------

As of December 31, 2008, the Company  owes $13,891  principal and interest to NR
Partners under a note payable which matured on July 31, 2008.  The note  payable
automatically renews monthly  and bears  interest at a rate of eight percent per
annum.  See Note 9 - RELATED PARTY TRANSACTIONS.

4.  STOCK BASED COMPENSATION:
    -------------------------

    Stock Award Agreements
    ----------------------

In December 2007, the  Company entered  into  restricted  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 each director. The  restricted stock
awards vest 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 347,223 and
450,000  shares to the  remaining Directors in  2007 and 2008, respectively. The
grant was valued at $2,000  for tax purposes, being  the value of  the shares on
the day the  agreement  was  completed.  The Company has  valued  the  shares at
$20,000 for  book, being  the  par value of the stock.  The  total cost  of  the
restricted  stock grant  will be recognized  in  the  consolidated  statement of
operations at the dates of vesting over an estimated  period of three years. The
Company accounts for restricted stock grants and stock awards in accordance with
SFAS  No. 123(R), "Accounting for  Stock-Based Compensation."   Accordingly, the
Company  recognized the amounts of $5,000 and $8,742 as stock-based compensation
expense for the fiscal  periods ended 2008 and 2007, respectively, based  on the
par value of the stock issued.  As of December 31, 2008, 702,777 shares remain
unvested and unissued under the director award agreements.

    Stock Bonus
    -----------

In addition, the Company granted the President a $10,000 compensation bonus  for
the period ended  December 31, 2008, which amount was paid with 1,000,000 shares
of  new  restricted common  stock  and the  amount  of  $10,000  as  stock-based
compensation was expensed for 2008 based on the par value of the stock issued.

5.  EXTINGUISHMENT OF DEBT:
    -----------------------

During the  six  months ended  June 30, 2008, the Company  determined  that  the
statute of  limitations  under the laws of  the  State of  Texas had  expired on
certain  debts  previously  carried on  its  financial  statements  since  1999.
Accordingly,  the Company  recognized a  gain of $21,154 for the  extinguishment
of those debts at the end of the second quarter.

6.  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

                                       22
<PAGE>
                    REGENT TECHNOLOGIES, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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, 2008 the Company had a  deferred tax asset  totaling  approximately
$364,000, which  relates to the Company's  cumulative net  operating  loss carry
forward totaling approximately $1,070,000  and the  allowance  for uncollectible
settlements and note receivable, which will  expire through 2026.  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, 2008  and 2007  and for the period January 1, 1999 through December
31, 2008 is as follows:

<TABLE>
<CAPTION>
                                                                                                 Cumulative
                                                                                             Since Re-entering
                                                Year Ended                Year Ended         Development Stage
                                                 12/31/08                  12/31/07           January 1, 1999
                                             ------------------       -------------------    -----------------
<S>                                           <C>                      <C>                    <C>
Tax benefit (expense) computed
     at statutory rate				$ (37,174)              $    2,531              $   48,000
State income taxes                                       	                 -		  (       )
Expiration of NOL Carryforward                          -                        -                       -
Increase (decrease) in valuation allowance         37,174                 (  2,531)               ( 48,000)
                                                 --------                 --------                --------
                                                $       -                $       -               $       -
                                                 =========                =========               =========
</TABLE>

The Company uses the  accrual  method  of accounting  for income  tax reporting
purposes.  At  December 31, 2008,  the significant  components of the Company's
deferred tax assets (benefits) and liabilities are summarized.

						 2008         2007
        					 ----         ----
	Deferred tax assets:
	  Net operating loss carry forward   $ 363,687    $ 365,773

	Less valuation allowance              (328,599)    (365,773)
					      --------     --------
                                                35,088            -
	Deferred tax liabilities:
	  Unrealized gain on investments        35,088            -
                                              --------     --------
	Net deferred tax assets              $       -    $       -
                                              ========     ========

                                       23
<PAGE>
                    REGENT TECHNOLOGIES, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7.  SHAREHOLDERS' EQUITY:
    ---------------------

    Common 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  December 31, 2008,
7,037,456 shares of  common  stock are outstanding.  This compares  to 5,657,456
shares for the same period in 2007 with  the difference due  to  issuances under
stock-based  compensation (Note 4) and  the  cancellation of 120,000 shares as a
result of a favorable default judgment (Note 8).

    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 an  option  to  purchase  100,000  shares  of  the  Company's  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.

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

On April 18, 2007, Regent GLSC  accepted  purchase  agreements in a total amount
of $150,000.00  received  from  four purchasers of a  private offering of shares
of Series A  Convertible Preferred Stock ("Regent GLSC Preferred Stock").  Under
the accepted  purchase agreements, the subscribers purchased through a Preferred
Stock  Purchase  Agreement  30,000 shares  of Regent GLSC's Series A Convertible
Preferred Stock at $5.00 per share. The stock was sold under a private placement
offering  to sell 25% of the equity of Regent GLSC for $1,250,000 in  $50,000.00
units.  Each unit is  convertible  into 10,000  shares of common stock of Regent
GLSC plus  0.5% of the  outstanding  shares  of  common stock of MacuCLEAR, non-
dilutable for a period of 24 months  after closing.  Including the initial sales
on April 18, 2007, Regent GLSC  has accepted Preferred Stock purchase agreements
from additional  investors in  the total amount of $375,000.00.  On February 20,
2008, Regent  GLSC sold  10,000  shares of Regent GLSC Preferred Stock for $5.00
per share as the final sale under the initial private placement offering.

Effective March 7, 2008,  Regent GLSC  sold 25,000 shares of MacuCLEAR Preferred
stock for $100,000  and a gain  of $35,125 was  recognized.  As  of the  date of
this  annual filing, Regent GLSC  holds  title  to 126,428  shares  of MacuCLEAR
Preferred Stock, of which 72,254 shares  are beneficially  held  for the holders
of Regent GLSC Preferred Stock.

8.  LITIGATION:
    -----------

The Company received notification on  May 16, 2008, that  the Court had rendered
a default judgment in favor of the Company counter-claim against the last defen-
dant in the  case styled Leake v. Regent Technologies, Inc. which  included  the
ruling that 120,000 common stock shares  of the  Company should  be cancelled as
unauthorized  shares issued  without  consideration.  See PART I, Item 3 herein.
With the  conclusion of  this case, there  is no other litigation, threatened or
pending.

                                       24
<PAGE>
                    REGENT TECHNOLOGIES, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9.  RELATED PARTY TRANSACTIONS:
    ---------------------------

    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 the
President as  a  partner and  director David Ramsour as a partner.  The total NR
borrowings outstanding at  December 31, 2007 was $89,800.  On December 28, 2007,
the Company borrowed  $5,000 under  a promissory  note to director Phil Ralston.
During the fiscal year, the  Company  made payments toward  the NR Partners note
totaling $76,280 in principal and $9,773 in interest. During the second quarter,
the Company repaid the $5,000 note payable to Phil Ralston and during the fourth
quarter, the Company paid $10,000 to David A. Nelson for the outstanding account
payable from 1999.

    Sale of investment in affiliate
    -------------------------------

As an inducement for  GHI, Ltd. to enter  into the purchase of  41,250 shares of
MacuCLEAR Preferred Stock from Regent GLSC, the President of Regent GLSC pledged
100,000 shares of common stock of  MacuCLEAR as a security  for damages, if any,
resulting from Regent GLSC's default in the final payment on the promissory note
to  MacuCLEAR.  Effective September 30, 2007, the security interest was released
and the sale to GHI, Ltd. finalized  following the termination  of the MacuCLEAR
promissory note without default as approved by the Board of MacuCLEAR.


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 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.   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 CEO and CFO, we conducted an assessment of the effectiveness of our internal
control over  financial  reporting as  of December 31, 2008.  The assessment was
based  on  criteria  established  in  the  framework Internal Control-Integrated
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, 2008.  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.

                                     25
<PAGE>
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

                                    PART III
                                    --------

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

The Executive Officers and Directors of the Company and their respective ages as
of December 31, 2008 are as follows:

DIRECTORS

Name of Director:          Age:     Director Since      Other directorships held
-----------------          ----     --------------      ------------------------
David A. Nelson             60        June, 2003            MacuCLEAR, Inc.
Philip G. Ralston           63        June, 2007            MacuCLEAR, Inc.
David L. Ramsour            67        June, 2007                 None

EXECUTIVE OFFICERS

Executive Officer:         Age:         Office:              Officer Since
------------------         ----         -------             --------------
David A. Nelson             60    President, CEO, CFO       June, 2003
David L. Ramsour            67         Secretary            December, 2007

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.


                                     26
<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.  He holds  an NASD
Series 63 license.

Section 16(A) Beneficial Ownership Reporting Compliance

During the 2008 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.

                                       27
<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.

Currently, our  officers and/or directors  are not being  compensated  for their
services during the development stage of our business operations.

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.


                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                 Change in
                                                                                  Pension
                                                                                 Value and
                                                                   Non-Equity   Nonqualified
                                                                   Incentive     Deferred       All
 Name and                                  Restricted                Plan         Compen-      Other
 Principal                                   Stock       Option     Compen-       sation       Compen-
 Position       Year   Salary     Bonus      Awards      Awards     sation       Earnings      sation     Totals
------------    ----   ------     -----      ------      ------     ------       --------      ------     ------
<S>           <C>      <C>       <C>      <C>            <C>        <C>           <C>         <C>        <C>
David A.        2008     0         0       $ 10,000        0          0            0             0         0
Nelson          2007     0         0       $  5,000        0          0            0             0         0
President,      2006     0         0              0        0          0            0             0         0
CEO, CFO,
Director

David L.        2008     0         0       $  1,500        0          0            0             0         0
Ramsour         2007     0         0       $  1,167        0          0            0             0         0
Secretary,      2006    N/A       N/A            N/A      N/A        N/A          N/A           N/A       N/A
Director

Philip G.       2008     0         0       $  1,500        0          0            0             0         0
Ralston,        2007     0         0       $  1,306        0          0            0             0         0
Director        2006    N/A       N/A            N/A      N/A        N/A          N/A           N/A       N/A

Douglas R.      2008     0         0       $  1,500        0          0            0             0         0
Baum,           2007     0         0       $  1,000        0          0            0             0         0
Subsidiary      2006    N/A       N/A            N/A      N/A        N/A          N/A           N/A       N/A
Director

</TABLE>

                                       28
<PAGE>
                  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

<TABLE>
<CAPTION>
                                      Option Awards                                             Stock Awards
          -----------------------------------------------------------------   ----------------------------------------------
                                                                                                                    Equity
                                                                                                                   Incentive
                                                                                                       Equity        Plan
                                                                                                      Incentive     Awards:
                                                                                                        Plan       Market or
                                                                                                       Awards:      Payout
                                          Equity                                                      Number of    Value of
                                         Incentive                            Number                  Unearned     Unearned
                                        Plan Awards;                            of         Market      Shares,      Shares,
           Number of      Number of      Number of                            Shares      Value of    Units or     Units or
          Securities     Securities     Securities                           or Units    Shares or     Other         Other
          Underlying     Underlying     Underlying                           of Stock     Units of     Rights       Rights
          Unexercised    Unexercised    Unexercised   Option      Option       That      Stock That     That         That
          Options (#)    Options (#)     Unearned     Exercise  Expiration   Have Not     Have Not    Have Not     Have Not
Name      Exercisable   Unexercisable   Options (#)    Price       Date      Vested(#)     Vested      Vested       Vested
----      -----------   -------------   -----------    -----       ----      ---------     ------      ------       ------
<S>          <C>            <C>            <C>         <C>         <C>         <C>          <C>         <C>         <C>
David A.       0              0              0           0           0           0            0           0            0
Nelson

David L.       0              0              0           0           0           233,333      $233         0            0
Ramsour

Philip G.      0              0              0           0           0           219,444      $219         0            0
Ralston

Douglas R.     0              0              0           0           0           250,000      $250         0            0
Baum

</TABLE>


                              DIRECTOR COMPENSATION

<TABLE>
<CAPTION>
                                                                     Change in
                                                                      Pension
                                                                     Value and
                   Fees                            Non-Equity       Nonqualified
                  Earned                            Incentive        Deferred
                 Paid in      Stock     Option        Plan         Compensation     All Other
    Name           Cash      Awards     Awards     Compensation      Earnings      Compensation     Total
    ----           ----      ------     ------     ------------      --------      ------------     -----
<S>               <C>       <C>         <C>          <C>              <C>             <C>          <C>
David A.            0         $5,000      0            0                0               0            0
Nelson

David L.            0         $1,500      0            0                0               0            0
Ramsour

Philip G.           0         $1,500      0            0                0               0            0
Ralston

Douglas R.          0         $1,500      0            0                0               0            0
Baum
</TABLE>


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

Principal Shareholders

As of December 31, 2008,  there  are 7,037,456 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.

                                      29
<PAGE>
<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       David A. Nelson                   (1)  3,465,798        49.2%
                   18 St. Laurent Place
                   Dallas, TX 75225

Common Stock       Philip G. Ralston, Jr.            (2)    280,556         4.0%
                   3417 Grand Mesa Drive
                   Plano, TX 75025

Common Stock       David L. Ramsour                  (3)    266,667         3.8%
                   6807 Hyde Park
                   Dallas, Texas 75231

Common Stock       Douglas R. Baum                   (4)    250,000         3.6%
                   5000 Raffee Cove
                   Austin, Texas 78731

Common Stock	   All officers and directors        (5)  4,263,021        60.6%
		   as a group

</TABLE>


(1) David A. Nelson is  the President,  Chief Executive Officer, Chief Financial
Officer and a  director of Regent.  He is also the CEO  and a director of Regent
GLSC.  At  the  date  of  the  filing  of  this  report.  This  figure includes:
(i) 2,988,834 restricted  shares and 213,281  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) 176,181
held  directly or  beneficially in  brokerage accounts.  Mr. Nelson also holds a
voting agreement with the right to vote an additional 150,000 shares.

(2) Philip G. Ralston  is a director of  Regent and the President and a director
of Regent GLSC.  All shares are restricted and held directly.

(3) David L. Ramsour is a director and the  Secretary of Regent.  All shares are
restricted and held directly.

(4) Douglas R. Baum is a  director of  Regent GLSC, a subsidiary of  Registrant.
All shares are restricted and held directly.

(5) 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.

                                        30
<PAGE>
Item  13. Certain   Relationships  and  Related   Transactions,   and  Director
--------- ---------------------------------------------------------------------
          Independence
          ------------

As an inducement for  GHI, Ltd. to enter  into the purchase of  41,250 shares of
MacuCLEAR Preferred Stock from Regent GLSC, the President of Regent GLSC pledged
100,000 shares of  common stock of  MacuCLEAR as a security.  See Note 9 - NOTES
TO CONSOLIDATED FINANCIAL STATMENTS.

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.

                                          2008            2007
                                          ----            ----
     1. Audit Fees                     $30,735         $21,010
     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.

                                    PART IV
                                    -------

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 18, 2009 - Turner, Stone & Company, LLP

     Consolidated Balance Sheets - December 31, 2008 and 2007

     Consolidated Statements of Income for the Years Ended December 31, 2008

     Consolidated  Statements of Shareholders' Equity for the Years Ended
     December 31, 2008

     Consolidated  Statements of Cash Flows for the Years Ended December 31,
     2008

     Notes to Consolidated Financial Statements

     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 filed in this report are listed in the Exhibit Index.


(b)   Exhibits.  See (a)3 above.
      ---------

(c)   Financial Statement Schedules.  See (a)2 above.
      ------------------------------

                                       31
<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 27, 2009
                                                --------------------------------

                                       32
<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.

3.4   Code of Ethics; adopted by a resolution of the Board of Directors dated
      March 14, 2006 with an effective date of March 1, 2006.

21    List of subsidiaries - Regent GLSC Technologies, Inc.

31.1  Certification of Chief Executive Officer and Principal Accounting Officer

32.1  Certification of Chief Executive Officer and Principal Accounting Officer