2
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                         _______________________________

                                   FORM 10-KSB

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                           THE SECURITIES ACT OF 1934

                    For the Fiscal Year Ended April 30, 2001

                           COMMISSION FILE NO. 0-23920


                                REGI  U.S.,  INC.
                                -----------------
           (Name of small business issuer as specified in its charter)

              OREGON                                       91-1580146
  (State or other jurisdiction of                       (I.R.S. Employer
   incorporation or organization)                     Identification Number)

                           185 - 10751 SHELLBRIDGE WAY
                   RICHMOND, BRITISH COLUMBIA V6X 2W8, CANADA
                   ------------------------------------------
  (Address, including postal code, of registrant's principal executive offices)

                                 (604) 278-5996
                     (Telephone number including area code)

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

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

     Title of each class            Name of each Exchange on which registered:
     -------------------            ------------------------------------------

  Common Stock, no par value          NASD Over the Counter Bulletin Board

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

Check  if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B
is  not contained in this form, and no disclosure will 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-KSB or any amendment to
this  Form  10-KSB.  [  ]

State  the  issuer's  revenues  for  its  most  recent  fiscal  year:  nil.


<PAGE>
The  aggregate  market  value  of the voting stock held by non-affiliates of the
registrant  on  July  31,  2001, computed by reference to the price at which the
stock  was  sold  on  that  date:  $1,288,348.

The number of shares outstanding of the registrant's Common Stock, no par value,
as  of  July  31,  2001  was  10,221,735.

Documents  incorporated  by  reference:  See  Exhibits.

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


                                        2
<PAGE>
<TABLE>
<CAPTION>

                                      REGI U.S., INC.
                                        FORM 10-KSB
                                     TABLE OF CONTENTS


<S>                                                                                     <C>
PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
  ITEM 1.   DESCRIPTION OF BUSINESS. . . . . . . . . . . . . . . . . . . . . . . . . .   4
    GENERAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
    BUSINESS OF THE COMPANY AND PRODUCTS . . . . . . . . . . . . . . . . . . . . . . .   5
      Overview and History . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
    PRODUCTS AND PROJECTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
      Rand Cam Technology. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
      Air\Vapor Flow System
      Hydrogen Separator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
    MARKETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
    COMPETITION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
    RAW MATERIALS AND PRINCIPAL SUPPLIERS. . . . . . . . . . . . . . . . . . . . . . .  12
    PATENTS, TRADEMARKS, LICENCES, FRANCHISES, CONCESSIONS, ROYALTY
    AGREEMENTS, LABOR CONTRACTS, INCLUDING DURATION. . . . . . . . . . . . . . . . . .  12
      Patents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
      Royalty Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
    RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
    GOVERNMENT REGULATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
    DEPENDENCE ON CERTAIN CUSTOMERS. . . . . . . . . . . . . . . . . . . . . . . . . .  16
    RESEARCH AND DEVELOPMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
    COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS. . . . . . . . . . . . . .  17
    NUMBER OF TOTAL EMPLOYEES AND NUMBER OF FULL-TIME EMPLOYEES. . . . . . . . . . . .  17
  ITEM 2.   DESCRIPTION OF PROPERTY. . . . . . . . . . . . . . . . . . . . . . . . . .  17
  ITEM 3.   LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
  ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. . . . . . . . . . . .  18
PART II. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
  ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS . . . . . . . . .  18
    DIVIDEND POLICY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
    RECENT SALES OF UNREGISTERED SECURITIES. . . . . . . . . . . . . . . . . . . . . .  19
  ITEM 6:   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS . . . . . . . .  19
    LIQUIDITY AND CAPITAL RESOURCES. . . . . . . . . . . . . . . . . . . . . . . . . .  20
  ITEM 7.   FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
Our consolidated financial statements are included and begin immediately following
the signature page to this report.  See Item 13 for a list of the financial statements
and financial statement schedules included.. . . . . . . . . . . . . . . . . . . . . .  20
  ITEM 8.   CHANGES IN AND DISAGREEEMENTS WITH ACCOUNTANTS ON ACCOUNTING
  AND FINANCIAL DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
  ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
  COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT.. . . . . . . . . . . . . . . . .  21
    BUSINESS EXPERIENCE AND PRINCIPAL OCCUPATION OF DIRECTORS, EXECUTIVE
    OFFICERS AND SIGNIFICANT EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . .  21
  ITEM 10.  EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . .  23
  ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
  MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
  ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . . . . . . . . . . .  26
  ITEM 13(a). EXHIBITS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
  ITEM 13(b). REPORTS ON FORM 8-K. . . . . . . . . . . . . . . . . . . . . . . . . . .  28
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
</TABLE>


                                        3
<PAGE>
THIS  ANNUAL  REPORT  ON  FORM  10-KSB,  INCLUDING  EXHIBITS  THERETO,  CONTAINS
FORWARD-LOOKING  STATEMENTS  WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES
ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934,
AS  AMENDED.  THESE  FORWARD-LOOKING  STATEMENTS ARE TYPICALLY IDENTIFIED BY THE
WORDS  "ANTICIPATES",  "BELIEVES",  "EXPECTS",  "INTENDS", "FORECASTS", "PLANS",
"FUTURE",  "STRATEGY",  OR WORDS OF SIMILAR MEANING. VARIOUS FACTORS COULD CAUSE
ACTUAL  RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN THE FORWARD-LOOKING
STATEMENTS,  INCLUDING THOSE DESCRIBED IN "RISK FACTORS" IN THIS FORM 10-KSB. WE
ASSUME  NO  OBLIGATION  TO  UPDATE  THESE  FORWARD-LOOKING STATEMENTS TO REFLECT
ACTUAL  RESULTS,  CHANGES IN ASSUMPTIONS, OR CHANGES IN OTHER FACTORS, EXCEPT AS
REGULATED  BY  LAW.

PART  I

ITEM  1.   DESCRIPTION  OF  BUSINESS

GENERAL

We  were organized under the laws of the State of Oregon on July 27, 1992 as Sky
Technologies,  Inc. On August 1, 1994, our name was officially changed by a vote
of  a majority of our shareholders to REGI U.S., Inc.  We are controlled by Rand
Energy  Group  Inc.,  a  privately  held  British Columbia corporation ("RAND"),
which,  in  turn,  is  controlled  51% by Reg Technologies Inc., a publicly held
British  Columbia  corporation  ("Reg  Tech").

We  are  engaged  in  the  business of developing and building an improved axial
vane-type  rotary  engine  known  as  the  Rand Cam/Direct Charge Engine ("RC/DC
Engine"),  which  is  a  variation  of the Rand Cam Rotary Engine, an axial vane
rotary  engine  ("Original  Engine").  The  worldwide,  exclusive  of the United
States,  intellectual and marketing rights to the RC/DC Engine are held by RAND.
We  hold  the rights to develop, build and market the RC/DC Engine design in the
U.S.  pursuant to an agreement with RAND. Under a project cost sharing agreement
entered  into  with  RAND  effective  May 1, 1993, each company funds 50% of the
continuing  development  cost  of  the  RC/DC  Engine.

Our principal offices are located at 10751 Shellbridge Way, Suite 185, Richmond,
British Columbia V6X 2W8, Canada. Our telephone number is (604) 278-5996 and our
telefacsimile  number  is  (604)  278-3409.  Our  website  is  www.regtech.com.
                                                               ---------------

We  will likely need to raise additional capital in the future beyond any amount
currently  on hand and which may become available as a result of the exercise of
warrants  and  options  which  are  currently  outstanding,  in  order  to fully
implement  our  intended  plan  of  operations.


                                        4
<PAGE>
BUSINESS  OF  THE  COMPANY  AND  PRODUCTS

Overview  and  History

We  are  engaged  in  the  business of developing and building an improved axial
vane-type  rotary engine known as the Rand CamTM Direct Charge ("RC/DC") Engine,
which  is  a  variation  of the Original Engine. The Original Engine is an axial
vane  rotary engine, the worldwide marketing rights to which are held by RAND. A
United  States  patent  was  issued  for  the  RC/DC Engine on July 4, 1995, and
assigned  to us. Since no marketable product has yet been developed, we have not
received  any  revenues  from  operations.

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

Pursuant to an agreement dated October 20, 1986 between Reg Tech, Rand Cam Corp.
and  James  McCann,  Reg  Tech  agreed to acquire a 40% voting interest in a new
corporation to be incorporated to acquire the rights to the Original Engine. The
new  corporation  was RAND. Reg Tech acquired the 40% voting interest in RAND in
consideration  of  the  payment  of  $250,000.

Pursuant  to  an  agreement  made  as of April 27, 1993 among Reg Tech, Rand Cam
Corp.,  RAND  and  James  McCann, Reg Tech acquired an additional 330,000 shares
(11%)  of  RAND  from  Rand  Cam  Corp.  to  increase  its  investment  to  51%.

On  August  20, 1992, we entered in an agreement with RAND and Brian Cherry (the
"August  1992  Agreement")  under which we issued 5,700,000 shares of our Common
Stock  at  a  deemed  value  of  $0.01 per share to RAND in exchange for certain
valuable  rights,  technology,  information,  and  other tangible and intangible
assets,  including  improvements,  relating  to  the United States rights to the
Original  Engine.  RAND's president is also our president and its Vice President
and  Secretary  is  also  one  of our directors. The terms of the agreement were
negotiated between the parties and were deemed to be mutually advantageous based
upon  conditions  and  circumstances  existing  at  the  time.

We  entered into an agreement dated April 13, 1993 with RAND, Reg Tech and Brian
Cherry  (the  "April  1993  Agreement")  and  made as an amendment to a previous
Amendment  Agreement  dated  November  23, 1992 between RAND, Reg Tech and Brian
Cherry  and an original agreement dated July 30, 1992 between RAND, Reg Tech and
Brian  Cherry, Cherry agreed to: (a) sell, transfer and assign to RAND worldwide
rights, except for the United States, to all of his right, title and interest in
and  to the technology related to the RC/DC Engine (the "Technology"), including
all  pending  and  future  patent  applications  in  respect  of the Technology,
together  with  any improvements, changes or other variations to the Technology;
(b)  sell, transfer and assign to the Company United States of America rights to
all  of  his  right,  title and interest in and to the Technology, including all
pending  and  future  patent applications in respect of the Technology, together
with  any  improvements,  changes  or  other  variations  to  the Technology. On
November  9,  1993,  in consideration for this transfer of the Technology, Brian
Cherry  was  issued  100,000 shares of Reg Tech with a deemed value of $200,000.


                                        5
<PAGE>
A  final provision of the April 1993 Agreement assigned and transfered ownership
of  any  patents,  inventions, copyrights, know-how, technical data, and related
types  of  intellectual  property conceived, developed or created by RAND or its
associated  companies  either  to us which results or derives from the direct or
indirect  use  of  the Original Engine and/or RC/DC Engine technologies by RAND.

We  entered  into  a letter of understanding dated December 13, 1993, with  RAND
and  Reg  Tech,  as  grantors, and West Virginia University Research Corporation
("WVURC"),  the  grantors  agreed  that  WVURC  shall  own  5%  of  all patented
technology relating to the Original Engine and the RC/DC Engine. WVURC performed
extensive  analysis  and testing on the RC/DC engine. WVURC provided support and
development  of  the  RC/DC  Engine  including  research,  development,  testing
evaluation  and creation of intellectual property. In addition, WVURC introduced
us  to  potential  customers  and licensees. We are entitled to all intellectual
property  developed  by  WVURC  relating  to  the  RC/DC  Engine.

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

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

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

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

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


                                        6
<PAGE>
PRODUCTS  AND  PROJECTS

Rand  Cam  Technology

Rand  Cam  Cold  Turbine  Engine

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

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

Gasoline  and  Diesel  Engine

Two  prototype  engines  were  built  in  1993  and  1994 by the WVURC to run on
gasoline.  Testing  on  these  prototypes  suggested  that  the  concept  is
fundamentally  sound  and  that with a program of engine review, design, testing
and development, a technically successful range of engines can be developed. The
current prototype design for the diesel engine was designed by a consortium made
up  of  Alliant  Techsystems  (formerly Hercules Aerospace Company) ("Alliant"),
WVURC  and  us.  Alliant  was  involved  in the design and development including
drawings  for  the  RC/DC diesel engine. In addition Alliant performed extensive
analysis  on  the  diesel  engine  including  bearings, cooling, leakage, rotor,
vanes,  housing,  vane  tip  heating,  geometry  and combustion. This engine was
designed  as  a  general  purpose  power  plant  for  military  and  commercial
applications.  A  prototype  of the diesel engine has been assembled and tested.

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

Also  on  June  21, 1999, we announced that the 250 horsepower engine design for
aircraft  operation  was  completed  using  our  new "winged rotor" concept that
greatly  enhanced  internal sealing and eliminates numerous separate components.


                                        7
<PAGE>
The proposal for a Phase II program for $600,000 to design, fabricate and test a
250  horsepower  Rand  Cam  (TM)  engine was completed and submitted to NASA for
their  approval  for  funding.  The  approval  for  funding  was  subsequently
unsuccessful.

Motor  Scooter  Project

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

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

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

Compressor

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

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

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


                                        8
<PAGE>
Air  Pump

On  September  21,  2000  we  announced  that Paul LaMarche, a director and Vice
President  of  Engineering,  completed a series of feasibility tests on the Rand
Cam  air  pump for the Lumbar seat application in automobiles.  The Rand Cam air
pump  was  tested without lubrication and filled the lumbar chamber in less than
four  (4)  seconds,  which  is less than required by the specifications, at only
6,600  rpm.  Production  costs and manufacturing techniques are now underway and
complete  tests for the air pump are to be certified with an independent testing
lab  on behalf of a designated licensee initiating certification for a series of
pre  committed  automotive  customers  for  the  lumbar  seat  actuators.

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

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

Oil  Pump  Project

In  1997,  Ford Motor Company approved a budget for developing a program to test
and  build  a Rand Cam oil pump prototype for their new automotive transmission.
On  December  1,  1999, we announced that testing of the first Rand Cam (TM) oil
pump  was completed. The major American automobile manufacturer notified us that
the approved evaluation of the production intent design will be run in the first
or  second  month  of  the  year  2000.  We are still awaiting approval from the
automobile  manufacturer  regarding  this  project.

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

Hydraulic  Pump

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

Residential  Cold  Turbine  Generator

On  July  12,  2001,  we  announced  that  Patrick  Badgley, a director and Vice
President,  has  completed  a  proposal to build a residential Cold Turbine Rand
Cam(TM)  generator.  The  self-contained residential power plant will be capable
of  providing 100% of the power needs of a modern luxury residence and would run


                                        9
<PAGE>
on natural gas, propane or diesel fuel.  The 25kW Rand Cam(TM) power plant would
run  at  3600  rpm,  be  extremely quiet, only 18 inches in overall diameter and
would  weigh 110 lbs.  We are currently negotiating with potential joint venture
partners  to  finance  this  project

Hydrogen  Separator

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

In  consideration  for  a  50% interest for the rights to the Hydrogen Separator
Technology  Reg  Technologies,  Inc.  ("Reg")  agrees  that we shall apply for a
patent  in  the U.S. for the Hydrogen Separator Technology at Reg's expense; and
Reg agrees to build a prototype of the Hydrogen Separator Technology as designed
by  GHM,  Inc.

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

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

A  series of feasibility tests by Paul LaMarche on the Rand Cam air pump for the
Lumbar seat application in automobiles was completed and announced in September,
2000.  The  Rand  Cam  air  pump  was  tested without lubrication and filled the
lumbar  chamber in less than four (4) seconds which is less than required by the
specifications at only 6,600 rpm.  Production costs and manufacturing techniques
are now underway and complete tests for the air pump are to be certified with an
independent  testing  lab  on  behalf  of  a  designated  licensee  initiating
certification  for a series of pre committed automotive customers for the lumbar
seat  actuators.

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

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

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


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

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

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

MARKETING

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

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

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

The  following  marketing  activities  are  all  currently  underway:

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

AIR  PUMP  - A prototype air pump for a Fuel Cell Application has been completed
and  will  be  delivered  to the Fuel Cell manufacturer for testing soon.  Other
Fuel  Cell  manufacturers  have expressed keen interest in our technology and we
are  currently developing special designs for each of these potential customers.


                                       11
<PAGE>
COLD  TURBINE - Four designs have been completed with ratings of 750 kW, 300 kW,
75  kW  and  25  kW  output.  We  are working to identify interested partners to
assist  in  the development of this new product.  The key to the Cold Turbine is
the Compressor Design incorporating the Winged Rotor and Multi-Piece Vanes.  The
marketing  effort  for  this product is equally split between the Government and
private  sectors.

DIESEL  ENGINE - Efforts are underway to obtain funding for modifications of the
existing  Diesel  engine  to  incorporate the latest winged rotor technology and
incorporate  extensive  thermal  barrier  coatings.  Also  several  new aircraft
engine  designs  have been completed for aircraft applications ranging from 1 to
over  400  horsepower  for  interested  potential  customers.  Negotiations  for
contracts  with  these  customers  are  currently  underway.

COMPETITION

We  currently  face  and  will  continue  to face competition in the future from
established  companies  engaged in the business of developing, manufacturing and
marketing engines and other products. While not a highly competitive business in
terms  of  numbers  of  competitors, the business of developing engines of a new
design and attempting to either license or produce them is nonetheless difficult
because  most existing engine producers are large, well financed companies which
are very concerned about maintaining their market position. Such competitors are
already  well established in the market and have substantially greater resources
than  us.  Internal combustion engines are produced by automobile manufacturers,
marine  engine  manufacturers,  heavy  equipment  manufacturers  and  specialty
aircraft and industrial engine manufacturers. We expect that our engine would be
used  mainly  in  industrial  and  marine  applications.

Except for the Wankel rotary engine built by Mazda of Japan, no competitor, that
we  are  aware of, presently produces in a commercial quantity any rotary engine
similar  to  the  engines we are developing. The Wankel rotary engine is similar
only  in  that  it is a rotary engine rather than a reciprocating piston engine.
Without substantially greater financial resources than is currently available to
us,  however,  it is very possible that it may not be able to adequately compete
in the engine business. One competitor, Rotary Power International, is presently
producing  the  first  production  SCORE rotary (Wankel type) engines. Our RC\DC
Engine  is more fuel efficient, smaller, quieter, costs less to produce and will
have  fewer  exhaust  emissions.

We  believe  that if and when our engine is completely developed, in order to be
successful  in  meeting  or overcoming competition which currently exists or may
develop in the future, our engine will need to offer superior performance and/or
cost  advantages  over  existing  engines  used  in  various  applications.

RAW  MATERIALS  AND  PRINCIPAL  SUPPLIERS

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

PATENTS,  TRADEMARKS,  LICENCES,  FRANCHISES,  CONCESSIONS,  ROYALTY AGREEMENTS,
LABOR  CONTRACTS,  INCLUDING  DURATION


                                       12
<PAGE>
Patents

U.S.  patent  No.  5,429,084 was granted on July 4, 1995, to the inventor, Brian
Cherry,  Patrick  Badgley  and  four  other individuals for various improvements
incorporated  in  the  RC/DC  Engine.  The  patent has been assigned to us. U.S.
Patent 4,401,070 for the Original Engine was issued on August 30, 1983, to James
McCann  and  RAND  holds  the  marketing  rights.

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

Two  additional  patents  have  been  issued  for  improvements  to  the  engine
including:  U.S.  Patents  5,509,793 "Rotary Device with Slidable Vane Supports)
issued April 24, 1996 and 5,551,853 "Axial Vane Rotary Device and Sealing System
Therefor)  issued  September  3,  1996.  Additional  patent  applications  are
presently  in  process for the Winged Rotor, Multi-Piece Vanes and Cold Turbine.

Royalty  Payments

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

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

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

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

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

RISK  FACTORS

You  should  carefully consider the following risks and the other information in
this Report and our other filings with the SEC before you decide to invest in us
or  to  maintain  or  increase  your  investment.


                                       13
<PAGE>
The  risks  and  uncertainties  described below are not the only ones facing us.
Additional  risks  and  uncertainties  may  also adversely impact and impair our
business. If any of the following risks actually occur, our business, results of
operations,  or  financial  condition  would  likely  suffer.  In such case, the
trading price of our common stock could decline, and you may lose all or part of
your  investment.

Developmental  Stage  Company.  We were incorporated on July 27, 1992.  We are a
development  stage  company.  In a development stage company, management devotes
most  of  its  activities  to  establishing  a  new  business. Planned principal
activities  have  not  yet  produced  significant  revenues and we have suffered
recurring  operating losses as is normal in development stage companies. We also
have  a  working  capital  deficit  of $216,509. These factors raise substantial
doubt  about  our  ability to continue as a going concern. Our ability to emerge
from  the  development  stage  with  respect  to  our planned principal business
activity  is  dependent  upon  our successful efforts to raise additional equity
financing,  receive  funding  from  affiliates and controlling shareholders, and
develop  a  market  for  our  products.

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

Negative Shareholders' Equity.  We have a negative shareholders equity as of the
date  of  this  10-KSB.  Our  ability  to  continue  as a going business will be
dependent  upon our ability to raise additional capital and/or generate revenues
from  operations.

Need  for  Additional  Capital.  We rely on our ability to raise capital through
the  sale  of  our  securities.  Our  the  ultimate success will depend upon our
ability  to raise additional capital or to have other par-ties bear a portion of
the  required  costs  to further develop or exploit the potential market for our
products.  REG  Tech and REGI have agreed to provide the necessary funds for the
development of the RC/DC Diesel Engine prototypes and our other operations until
joint  venture  or  license  agreements  can  be  completed.

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

Product/Market  Acceptance.  Our profitability and survival will depend upon our
ability to develop a technically and commercially feasible product which will be
accepted  by  end users.  The RC/DC Engine and the AVFCS which we are developing
must  be  technologically  superior or at least equal to other engines which our
competitors  offer  and  must  have  a  competitive  price/performance  ratio to
adequately penetrate our potential markets. A number of rotary engines have been
designed  over  the  past  70  years  but only one, the Wankel, has been able to


                                       14
<PAGE>
achieve  mechanical  practicality  and any significant market acceptance.  If we
are  not  able  to achieve this condition or if we do not remain technologically
competitive,  we  may  be unprofitable and our investors could lose their entire
investment.  There  can  be no assurance that we or our potential licensees will
be  able to achieve and maintain end user acceptance of our engine or the AFVCS.

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

Competition.  While  not  a  highly  competitive business in terms of numbers of
competitors,  the  business of developing engines of a new design and attempting
to  either  license  or  produce  them  is  nonetheless  difficult be-cause most
existing  engine  producers  are  large,  well financed companies which are very
concerned  about  maintaining their market position.  There is no assurance that
we  will  be  successful  in  meeting  or  over-coming  our  current  or  future
competition.

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

History  of  Losses.  We  have a history of operating losses, and an accumulated
deficit,  as  of April 30, 2001, of $5,151,588. Our ability to generate revenues
and profits is subject to the risks and uncertainties encountered by development
stage  companies.

Our  future  revenues and profitability are unpredictable. We are currently have
no  signed contracts that will produce revenue and we do not have an estimate as
to  when we will be entering into such contracts. Furthermore, we cannot provide
assurance  that  management  will  be  successful in negotiating such contracts.

Rapid  Technological Changes could Adversely Affect Our Business. The market for
our  engines  is characterized by rapidly changing technology, evolving industry
standards  and changing customer demands. Accordingly, if we are unable to adapt
to  rapidly  changing technologies and to adapt our product to evolving industry
standards,  our  business  will  be  adversely  affected.

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

Control  by  Current Insiders.  5,266,550 common shares, not including currently
exercisable  options  or  warrants,  are  owned by current insiders representing
control  of  approximately  51.5%  of  the total voting power.  Accordingly, the
present  insiders  will  continue  to  elect all of our directors and generally
control  our  affairs.

Need  for  Additional  Key  Personnel.  At  the  present, we employ no full time
employees.  Our  success  will  depend, in part, upon the ability to attract and
retain  qualified  employees.  We  believe  that  we  will  be  able  to attract


                                       15
<PAGE>
competent employees, but no assurance can be given that we will be successful in
this  regard. If we are unable to engage and retain the necessary personnel, our
business  would  be  materially  and  adversely  affected.

Indemnification of Officers and Directors for Securities Liabilities. Our Bylaws
provide that we may indemnify any Director, Officer, agent and/or employee as to
those  liabilities  and  on  those  terms and conditions as are specified in the
Oregon Business Corporation Act. Further, we may purchase and maintain insurance
on  behalf  of  any  such  persons  whether  or  not  we would have the power to
indemnify  such  person against the liability insured against. This could result
in  substantial  expenditures by us and prevent any recovery from such Officers,
Directors,  agents  and employees for losses incurred by us as a result of their
actions. Further, we have been advised that in the opinion of the Securities and
Exchange  Commission,  indemnification is against public policy as ex-pressed in
the  1933  Act  and  is  therefore,  unenforceable.

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

Limited  Public  Market for the Common Stock.  At present, only a limited public
market  exists  for  the  Common  Stock  on  the over-the-counter bulletin board
maintained  by  the  National  Association of Securities Dealers and there is no
assurance that a more active trading market will develop, or, if developed, that
it  will  be  sustained.

Estimates and Financial Statements. The information in this Form 10-KSB consists
of  and  relies  upon  evaluation  and estimates made by management. Even though
management believes in good faith that such estimates are reasonable, based upon
market  studies  and  data provided by sources knowledgeable in the field, there
can  be no assurance that such estimates will ultimately be found to be accurate
or  even  based  upon  ac-curate  evaluations.

No  Foreseeable Dividends. We have not paid dividends on our Common Stock and do
not  anticipate  paying dividends on our Common Stock in the foreseeable future.

Possible Volatility of Securities Prices.  The market price for our Common Stock
traded  on the over-the-counter bulletin board has been highly volatile since it
began  trading  and  will  likely  to  continue  to behave in this manner in the
future.  Factors such as our operating results and other announcements regarding
our  development  work  and business operations may have a significant impact on
the  market price of our securities.  Additionally, market prices for securities
of  many  smaller  companies  have experienced wide fluctuations not necessarily
related  to  the  operating  performance  of  the  companies  themselves.

GOVERNMENT  REGULATIONS

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


                                       16
<PAGE>
DEPENDENCE  ON  CERTAIN  CUSTOMERS

Although  we  have  no  key customers at the present time, we expect that if our
development  work  is  successful,  we  will  likely  become dependent, at least
initially, upon one or very few key customers. Such dependence could prove to be
risky in the event that one or more such potential customers were to be lost and
not  replaced.

RESEARCH  AND  DEVELOPMENT

The  basic  research and development work on the RC/DC Engine and other products
is  being  coordinated  and  funded  by  Reg  Tech  and  funded  as  to  50%.

We  plan  to  contract  with  outside individuals, institutions and companies to
perform  most  of  the  additional  research  and  development work which we may
require  to  benefit  from  our  rights  to the RC/DC Engine and other products.

Development  work  on  the  air  conditioning  compressors is being completed by
Coltec  Industries  an engineering firm in Columbus, Indiana under contract with
us.

During the last two fiscal years, we spent $856,000 on research and development.

COSTS  AND  EFFECTS  OF  COMPLIANCE  WITH  ENVIRONMENTAL  LAWS

At  the present time there is no direct financial or competitive effect upon our
business  as  a  result  of  any need to comply with any federal, state or local
provisions  which  have  been  enacted  or  adopted  regulating the discharge of
materials  into  the environment, or otherwise relating to the protection of the
environment.

NUMBER  OF  TOTAL  EMPLOYEES  AND  NUMBER  OF  FULL-TIME  EMPLOYEES

We  currently  have  two  full-time  contractors  directly involved in technical
development work on the RC/DC Engine. We expect to hire additional employees for
those positions which we deem necessary to fill, as needs arise. Most additional
employees  are  expected  to  be in technical and licensing/marketing positions.

ITEM  2.   DESCRIPTION  OF  PROPERTY

We own no properties. We currently utilizes office space leased by Reg Tech in a
commercial business park building located in Richmond, British Columbia, Canada,
a  suburb of Vancouver. The monthly rent for our portion of this office space is
$500.00.  The  present  facilities  are  believed to be adequate for meeting our
needs  for  the  immediate future. However we expect that we will likely acquire
separate  space  when the level of business activity requires us to do so. We do
not  anticipate  that  we  will have any difficulty in obtaining such additional
space  at  favorable  rates. There are no current plans to purchase or lease any
properties in the near future. Mr. Badgley, a director and Vice President, works
out of an office in his home in Columbus, Indiana. From this office, Mr. Badgley
oversees  and  controls  development  and  testing  of  the  engine  and  other
prototypes.  Mr. Badgley has also used the facilities of Coltec Industries which
was  under  contract  to  design  and  build  the  compressor  prototype.


                                       17
<PAGE>
ITEM  3.   LEGAL  PROCEEDINGS

We are not a party to any legal proceedings or litigation, nor are we aware that
any  litigation  is presently being threatened or contemplated against us or any
officer,  director  or  affiliate.

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

There  was  no  matter  submitted  to  a vote by our security holders during the
fourth quarter of our fiscal year ended April 30, 2001, through the solicitation
of  proxies  or  otherwise.

PART  II

ITEM  5.   MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

There  is a limited public market for our Common Stock which currently trades on
the  OTC  Bulletin  Board under the symbol "RGUS" where it has been traded since
September  21,  1994.  The  Common  Stock has traded between $0.25 and $6.75 per
share  since  that  date.

The  following  table sets forth the high and low prices for our Common Stock as
reported  on  the  Bulletin  Board  for the quarters presented. These quotations
reflect  inter-dealer  prices, without retail mark-up, mark-down or commissions,
and  may  not  reflect  actual  transactions.

                                     Bid  Price          Asked  Price
                                   High  $    Low $    High $    Low $
Quarter Ended July 31, 1999         0.6870    0.6628  0.84879   0.8392
Quarter Ended October 31, 1999       0.644    0.6318   0.7583  0.74365
Quarter Ended January 31, 2000    0.621845  0.596685  0.72569  0.69246
Quarter Ended April 30, 2000       0.99776   0.91778   1.1553  1.06256
Quarter Ended July 31, 2000         .78125      .375   .96875       .5
Quarter Ended October 31, 2000      .53125       .25    .5625    .3125
Quarter Ended January 31, 2001        1.25      .375  1.28125       .5
Quarter Ended April 30, 2001        .53125        .3   .65625     .375
Quarter Ended July 31, 2001            .36       .25       .4      .26

(Information  provided  by  The Over The Counter Bulletin Board.  The quotations
reflect inter-dealer prices, without retail mark-up, markdown, or commission and
may  not  represent  actual  transactions.)

As  of  July 31, 2001, there were 10,221,735 shares of Common Stock outstanding,
held  by  221  shareholders  of  record.

DIVIDEND  POLICY

To  date we have not paid any dividends on our Common Stock and do not expect to
declare  or  pay  any  dividends  on our Common Stock in the foreseeable future.
Payment  of  any  dividends  will be dependent upon future earnings, if any, our
financial  condition,  and  other  factors  as  deemed  relevant by our Board of
Directors.


                                       18
<PAGE>
RECENT  SALES  OF  UNREGISTERED  SECURITIES

Set  forth  below  is  information  regarding  the  issuance  and  sales  of our
securities  without  registration  during  the  last fiscal year.  No such sales
involved  the  use  of  an  underwriter.  See Note 6(d) to our audited financial
statements  for  the  fiscal  year  ended April 30, 2001 for more information on
recent  sales  of  unregistered  securities.

ITEM  6:   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATIONS

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

As a development stage company, we devote most of our activities to establishing
our  business.  Planned  principal  activities have not yet produced significant
revenues  and  we  have  a  working  capital deficit. We have undergone mounting
losses  to  date  totaling  $5,151,588  and further losses are expected until we
complete  a  licensing  agreement  with a manufacturer and reseller. Our working
capital  deficit  is  $618,000. Our only assets are our intangible assets, being
patents  and intellectual property rights, totaling $82,000 which represents 97%
of  total  assets.  These factors raise doubt about our ability to continue as a
going  concern. Our ability to emerge from the development stage with respect to
our planned principal business activity is dependent upon our successful efforts
to  raise  additional  equity  financing,  receive  funding  from affiliates and
controlling  shareholders,  and  develop  a  market  for  our  products.

During the year, we raised a further $72,000, pursuant to a private placement of
232,000  units  at  $0.30 per unit. These units have not been issued.  Each unit
will  contain one share and one warrant to acquire one additional share at $0.40
per share if exercised in year one after receipt of funds. These funds raised do
not  provide  enough  working  capital  to  fund ongoing operations for the next
twelve  months.  We  may  also  raise  additional  funds through the exercise of
warrants  and  stock  options,  if  exercised.  Warrants with respect to 830,767
shares  at  $0.50  per  share  may be exercised to net $415,384 and options with
respect  to  1,485,000 shares at prices between $0.40 and $1.50 per share may be
exercised  to  net $915,000.

Results of operations for the year ended April 30, 2001 ("2001") compared to the
year  ended  April  30,  2000  ("2000")

There  were  no  revenues  from  product  licensing  during  2001  and  2000.

The  net  loss in 2001 increased by $396,000 to $809,000 compared to $413,000 in
2000.  The  increase  was due to a $350,000 increase in research and development
expenses  and an increase of $45,000 in administrative expenses. The increase in
administrative expenses was due to an increase of the investor relations budget.
The  increase in investor relations activities was due to $122,000 in consulting
agreements  with  Rand. All other administrative expenses were kept to a minimum
amount of $30,000 from $84,000 in 2000. Professional fees made up $21,000 of the
administrative  expenses  in  2001 as compared to $25,000 in 2000 which includes
accounting,  auditing  and  legal;  we continue to use an in house consultant to
perform  the  majority  of  legal work. The increase of $350,000 in research and
development  was  attributed  to  a write-off of $309,000 of our AVFS rights and
prototype  design  and  construction  contracts  for  outside  contractors  was
increased  to  $100,000 from $55,000. The majority of prototype construction and
testing costs continues to be borne by potential licensees and manufacturers. We


                                       19
<PAGE>
pay two in house consultants for technical prototype design consulting amounting
to $97,000 which was mainly conducted by Paul LaMarche and Patrick Badgley, Vice
President  of  Research and Development. See above progress reports for research
and  development  activity  conducted  during  the  year.

LIQUIDITY  AND  CAPITAL  RESOURCES

During  2001, we financed our operations mainly through subscription proceeds of
$72,000 towards a private placement of units at $0.30 per unit. We also received
$2,000  from  warrants  exercised.

We received funding in 2001 from our affiliated companies (common directors) and
our  51.44%  shareholder,  Rand  Energy  Group, Inc. and our 51% shareholder Reg
Technologies  Inc.  These  companies  advanced,  or  paid expenses on behalf of,
$530,000  during  2001 of which $286,000 was repaid in 2001. These amounts owing
are  now  $372,000  or  60%  of  total  current  liabilities,  are unsecured and
repayable  on demand. Our affiliated companies have indicated that they will not
be  demanding  repayment  of  these  funds  during the next fiscal year and will
advance,  or  pay  expenses  on  behalf  of,  further  funds  if  needed.

The  loss  for  the  year  of $809,000 included $353,000 of non-cash items being
$25,000  for amortization of capital and intangible assets and $19,000 for stock
based  compensation,  and  $309,000  for  the  write-off  of  intangible assets.

As  at  April  30,  2001,  we  had a cash deficiency of $1,000 and other current
liabilities  of  $245,000.  We  receive interim support from our ultimate parent
company  ($33,000  subsequent  to  April  30, 2001) and plan to raise additional
funds from equity financing which is yet to be negotiated. We also plan to raise
funds  through  loans from a controlling shareholder (REGI). REGI owns 5,247,900
shares  and  plans  to  sell  shares  as  needed  to  meet  our  ongoing funding
requirements  if  traditional  equity  sources  of  financing  prove  to  be
insufficient.

ITEM  7.   FINANCIAL  STATEMENTS

Our  consolidated  financial  statements  are  included  and  begin  immediately
following  the  signature  page  to  this report.  See Item 13 for a list of the
financial  statements  and  financial  statement  schedules  included.

ITEM  8.   CHANGES  IN  AND  DISAGREEEMENTS  WITH  ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE

None.


                                       20
<PAGE>
PART  III

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

Directors  and  Executive  Officers  of  the  Registrant

The  following  table  sets  forth  the  name,  age  and position of each of our
Executive  Officers  and  Directors:

Name               Age  Position

John G. Robertson   60  Director, Chairman of the Board of Directors,
                        President and Chief Executive Officer
Jennifer Lorette    29  Director, Vice-President and Chief Financial Officer
James Vandeberg     58  Director and Chief Operating Officer
Patrick Badgley     57  Vice-President, Research and Development


BUSINESS  EXPERIENCE  AND  PRINCIPAL OCCUPATION OF DIRECTORS, EXECUTIVE OFFICERS
AND  SIGNIFICANT  EMPLOYEES

Mr.  Robertson  has  held  his  position  since our formation in July, 1992. All
officers  currently  devote  part-time  services  to  our  operation.

There  are no family relationships between any director or executive officer and
any  other  director  or  executive  officer.

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

John  G.  Robertson  -  Chairman  of  the  Board  of Directors, President, Chief
Executive  Officer

Mr. Robertson has been our Chairman, President and Chief Executive Officer since
our  formation.  Since  October  1984  Mr.  Robertson  has  been President and a
Director  of Reg Technologies Inc., a British Columbia corporation listed on the
Canadian  Venture Exchange that has financed the research on the Rand Cam Engine
since  1986.  REGI  U.S.  is  controlled  by  Rand Energy Group, Inc., a British
Columbia corporation of which Reg Technologies Inc. is the majority shareholder.
REGI  U.S.  owns the U.S. rights to the Rand Cam (TM) technology and Rand Energy
Group,  Inc.  owns  the  worldwide rights exclusive of the U.S. Mr. Robertson is
President, Principal Executive Officer and a member of the Board of Directors of
IAS  Communications,  Inc.,  an  Oregon  corporation  traded on the OTC bulletin
board,  which  is  developing  a new type of antenna system. Since June 1997 Mr.
Robertson  has  been  President,  Principal  Executive Officer and a Director of
Information-Highway.com,  Inc., a Florida corporation traded on the OTC bulletin
board,  and  its  predecessor.  He  is  also  the President and Founder of Teryl
Resources  Corp.,  a  public  company  trading  on the Canadian Venture Exchange
involved  in gold, diamond, and oil and gas exploration. He is also President of
LinuxWizardry Systems, Inc., a public company trading on the OTC Bulletin Board.
Linux  Wizardry's  Apprentice  Router  allows  small businesses to establish and
manage  network  connections without the need of a Network specialist. Since May
1977  Mr. Robertson has been President and a member of the Board of Directors of
SMR  Investments Ltd., a British Columbia corporation engaged in the business of
management  and  investment  consulting.


                                       21
<PAGE>
Jennifer  Lorette  -  Vice  President  and  Chief  Financial  Officer

Ms.  Lorette became a member of the board of directors in January 2001.  She has
been our Vice President since June 1994, and was also previously Chief Financial
Officer. Since April 1994 she has also been Vice President of Administration and
Secretary  for  Reg Technologies, Inc., a British Columbia corporation listed on
the  Canadian  Venture  Exchange  that has financed the research on the Rand Cam
Engine since 1986. REGI U.S. is controlled by Rand Energy Group, Inc., a British
Columbia corporation of which Reg Technologies Inc. is the majority shareholder.
Since  February  1995 Ms. Lorette has been Secretary/Treasurer and a director of
IAS Communications Inc., an Oregon corporation traded on the OTC bulletin board.
Since  June 1997 Ms. Lorette has been Executive Vice President and a Director of
Information-Highway.com,  Inc., a Florida corporation traded on the OTC bulletin
board,  and  its  predecessor.  Since  June  1994 Ms. Lorette has also been Vice
President and Secretary of LinuxWixardry Stystems, Inc.  Since November 1997 Ms.
Lorette  has  been  Vice  President  of  Teryl Resources Corp., a public company
trading  on the Canadian Venture Exchange involved in gold, diamond, and oil and
gas  explorationShe  also  became  a  director  in  February  2001.

James  L.  Vandeberg  -  Chief  Operating  Officer  and a Member of the Board of
Directors

Mr.  Vandeberg  became  a Director and Chief Operating Officer in November 1999.
Mr.  Vandeberg  is  a  partner  in the Seattle, Washington law firm of Vandeberg
Johnson  &  Gandara.  He  has  served  as  our  legal  counsel  since  1996. Mr.
Vandeberg's  practice focuses on the corporate finance area, with an emphasis on
securities  and  acquisitions.  Mr. Vandeberg was previously general counsel and
secretary  of  two  NYSE companies and is a director of Information-Highway.com,
Inc.,  a  Florida  corporation  traded  on  the OTC bulletin board. He is also a
director  of  IAS  Communications,  Inc. an Oregon corporation traded on the OTC
bulletin  board  since November 1998.  Mr. Vandeberg is also a director of Cyber
Merchants  Exchange, Inc. since May 2001.  He is a member and former director of
the  American  Society  of  Corporate  Secretaries.  He  became  a member of the
Washington  Bar  Association  in  1969  and of the California Bar Association in
1973.  Mr.  Vandeberg graduated cum laude from the University of Washington with
a  Bachelor  of  Arts degree in accounting in 1966, and from New York University
School  of  Law  in  1969,  where  he  was  a  Root-Tilden  Scholar.

Patrick  R.  Badgley  -  Vice  President,  Research  and  Development

Mr.  Badgley  was  appointed  our  Vice  President,  Research and Development in
February 1994. He is directing and participating in the technical development of
the  Rand Cam compressor, gasoline engine and diesel engine. Since July 1993 Mr.
Badgley  has  been  a  Director  of  Reg  Technologies  Inc., a British Columbia
corporation  listed  on  the  Canadian  Venture  Exchange  that has financed the
research  on  the  Rand  Cam  Engine since 1986. REGI U.S. is controlled by Rand
Energy  Group,  Inc.,  a  British Columbia corporation of which Reg Technologies
Inc.  is  the  majority  shareholder. Between 1986 and 1994, Mr. Badgley was the
Director  of Research and Development at Adiabatics, Inc., in Columbus, Indiana,
where  he  directly  oversaw several government and privately sponsored research
programs  involving  engines.  He  was  the Program Manager for the Gas Research
Institute  project  for  emissions  reduction  of  two-stoke  cycle  natural gas
engines. He was also Program Manger for several coal fuel diesel engine programs
for  the  Department  of  Energy  and  for uncooled engine programs for a Wankel


                                       22
<PAGE>
engine  for  NASA  and  for  a  piston type diesel engine for the U.S. Army. Mr.
Badgley's  work  has  covered  all  phases  of research, design, development and
manufacturing,  from  research on ultra-high speed solenoids and fuel sprays, to
new  product  conceptualization  and production implementation of fuel pumps and
fuel  injectors.  Mr.  Badgley  received  his  Bachelor  of  Science  degree  in
Mechanical  Engineering  from  Ohio  State  University.  Since February 1995 Mr.
Badgley  has  been  a director and officer of IAS Communications Inc., an Oregon
corporation  traded  on  the  OTC  bulletin  board.

Section  16(a)  Beneficial  Ownership  Reporting  Compliance

Based  solely  upon  a  review  of  Forms 3, 4 and 5 furnished to us, other than
Messrs.  Badgley  and Vandeberg, who furnished us with no Forms during the year,
none of our officers, directors or beneficial owners of more than ten percent of
the  Common  Stock failed to file on a timely basis reports required to be filed
by  Section  16(a)  of  the  Exchange  Act  during  the most recent fiscal year.

ITEM  10.  EXECUTIVE  COMPENSATION

No executive officer had an annual salary and bonus in excess of $100,000 during
the  past  fiscal year. Mr. Robertson received no compensation from us in fiscal
year  2001,  and received options to purchase 700,000 shares of our common stock
which  replaced  the  300,000 options which expired in January 2001.  No options
were  granted  in  2000  or  1999.

<TABLE>
<CAPTION>
                                       Annual Compensation                              Long-Term Compensation
                             ----------------------------------------  -------------------------------------------------------
                                                                                     Awards                Payouts
                                                                       -------------------------------------------------------
                                                                                          Securities
Name and Principal                                                                          Under-
Position            Year                                Other Annual   Restricted Stock      lying     LTIP (2)    All Other
                             Salary          Bonus      Compensation       Award(s)        Options/     Payout   Compensation
                               ($)            ($)            ($)              (#)          SARs (#)      ($)          ($)
------------------  ----  -------------  -------------  -------------  -----------------  -----------  --------  -------------
<S>                 <C>   <C>            <C>            <C>            <C>                <C>          <C>       <C>
John G. Robertson,  2001  Nil            Nil               36,000 (3)  Nil                 700,000(4)  Nil       Nil
President and CEO.  2000  Nil            Nil               36,000 (3)  Nil                Nil          Nil       Nil
                    1999  Nil            Nil               36,000 (3)  Nil                Nil          Nil       Nil
<FN>
(1)     "SARS"  or "stock appreciation right" means a right granted by US, as compensation for services rendered, to receive a
        payment  of cash  or an issue or transfer of securities based wholly or in part on changes in the trading price of our
        publicly  traded  securities.

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

(3)     Access  Information  Services,  Inc.,  a  Washington corporation which is owned and controlled by the Robertson Family
        Trust,  received  or is to receive $2,500 per month from us for management services provided to us and rent in the sum
        of  $6,000  per  annum.  Mr.  Robertson  is  a  trustee  of  the  Robertson  Family  Trust.

(4)     These  options  were  granted  on  March  15,  2001  exercisable at a price of US$0.40 per share until March 15, 2006.
</TABLE>


On  March  31,  1994,  we  entered  into  a  management  agreement  with  Access
Information  Services,  Inc.,  a  Washington  corporation  which  is  owned  and
controlled  by  the  Robertson  Family  Trust. We retained Access at the rate of
$2,500  per  month  to provide certain management, administrative, and financial
services.


                                       23
<PAGE>
We  may  in the future create retirement, pension, profit sharing, insurance and
medical  reimbursement plans covering our Officers and Directors. At the present
time,  no such plans exist. No advances have been made or are contemplated by us
to any of our Officers or Directors. Directors receive no compensation for their
service  as  such.  Compensation  of officers and directors is determined by our
Board  of  Directors  and  is  not  subject  to  shareholder  approval.

The  following  table  sets  forth  certain  information with respect to options
exercised  during  the  fiscal  year ended April 30, 2001 by our Chief Executive
Officer,  and  with  respect  to unexercised options held by our Chief Executive
Officer  at  the  end  of  fiscal  2001.

AGGREGATED  OPTION  EXERCISES  IN  LAST  FISCAL  YEAR AND YEAR END OPTION VALUES
<TABLE>
<CAPTION>
                                                           Number of          Value of
                                                          Unexercised       Unexercised
                                                          Options at    Options at Year End
                                                           Years End            (1)

                   Shares Acquired                       Exercisable /     Exercisable /
Name               On Exercise (#)   Value realized ($)  Unexercisable     Unexercisable
-----------------  ----------------  ------------------  -------------  --------------------
<S>                <C>               <C>                 <C>            <C>
John G. Robertson               -0-                 -0-        700,000                  -0-
-----------------  ----------------  ------------------  -------------  --------------------
<FN>
(1)  The  calculation of the value of unexercised options is based on the difference between
the  last  sale  price  of  $0.40  per share for our Common Stock on April 30, 2001, and the
exercise  price  of  each  option ($0.40), multiplied by the number of shares covered by the
option.
</TABLE>

We  do  not  have  any  Long  Term  Incentive  Plans.

We do not have any employment contracts, termination of employment and change of
control  arrangements.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

The  following  table  sets  forth, as of July 31, 2001, our outstanding Class A
Common Stock owned of record or beneficially by each person who owned of record,
or  was  known  by us to own beneficially, more than 5% of our Common Stock, and
the  name  and  shareholdings  of  each  Executive  Officer and Director and all
Executive  Officers  and  Directors  as  a  group.  A person is deemed to be the
beneficial  owner  of  securities  that can be acquired by such person within 60
days from the date of this report upon the exercise of warrants or options. Each
beneficial  owner's  percentage ownership is determined by assuming that options
that  are  held by such person and which are exercisable within 60 days from the
date  are  exercised.


                                       24
<PAGE>
<TABLE>
<CAPTION>
Name                                          Class A Shares Owned   Percentage of
                                                                    Class A Shares
                                                                         Owned
<S>                                           <C>                   <C>
John G. Robertson, Chairman of the Board
of Directors, President and Director (1) (2)             5,966,050           58.37%
The Watchtower Society (3)                               5,257,900           51.44%
James McCann (4)                                         5,257,900           51.44%
Rand Energy Group Inc. (5)                               5,257,900           51.44%
Jennifer Lorette, Vice President  and
Director (6)                                                85,500               *
James Vandeberg, Chief Operating Officer
and Director                                                75,000               *
Patrick Badgley, Vice President, Research
and Development and Director
                                                            75,000               *
ALL EXECUTIVE OFFICERS &
DIRECTORS AS A GROUP (FOUR
 INDIVIDUALS) (7)                                        6,201,550           60.67%
</TABLE>


Except  as  noted below, all shares are held beneficially and of record and each
record  shareholder  has  sole  voting  and  investment  power.

*Less  than one percent of the issued and outstanding on July 31, 2001 which was
10,221,735

(1) These individuals may be deemed to be our "parents or founders" as that term
is  defined in the Rules and Regulations promulgated under the Securities Act of
1933.

(2)  Includes  5,257,900 shares registered in the name of Rand Energy Group Inc.
See Note (5) below for an explanation of the beneficial ownership of Rand Energy
Group  Inc.  Mr. Robertson disclaims beneficial ownership of these shares beyond
the  extent  of  his  pecuniary interest. Also includes 700,000 options that are
currently  exercisable.  Mr.  Robertson's  address is the same as the Company's.

(3)  Includes  5,257,900 shares registered in the name of Rand Energy Group Inc.
See Note (5) below for an explanation of the beneficial ownership of Rand Energy
Group  Inc.

(4)  Includes  5,257,900 shares registered in the name of Rand Energy Group Inc.
See Note (5) below for an explanation of the beneficial ownership of Rand Energy
Group  Inc.

(5)  Rand  Energy  Group  Inc.  is owned 51% by Reg Technologies Inc. and 49% by
Rand  Cam  Engine  Corp.  Under  Rule 13d-3 under the Securities Exchange Act of
1934,  both  Reg Technologies Inc. and Rand Cam Engine Corp. could be considered
the  beneficial  owner  of  the  5,257,900 shares registered in the name of Rand
Energy  Group  Inc.

Reg  Technologies  Inc. is a British Columbia corporation listed on the Canadian
Venture  Exchange  that  has  financed the research on the Rand Cam Engine since
1986.  Since October 1984 Mr. Robertson has been President and a Director of Reg
Technologies  Inc.  SMR Investment Ltd., a British Columbia corporation, holds a
controlling  interest  in Reg Technologies Inc. Since May 1977 Mr. Robertson has
been  President  and  a member of the Board of Directors of SMR Investments Ltd.


                                       25
<PAGE>
Susanne  M.  Robertson,  Mr.  Robertson's  wife,  owns  SMR  Investment  Ltd.
Accordingly,  in  Note  (2)  above, beneficial ownership of the 5,257,900 shares
registered  in  the  name  of  Rand Energy Group Inc. has been attributed to Mr.
Robertson. We believe it would be misleading and not provide clear disclosure to
list  as beneficial owners in the table the other entities and persons discussed
in  this paragraph, although a strict reading of Rule 13d-3 under the Securities
Exchange  Act  of 1934 might require each such entity and person to be listed in
the  beneficial  ownership  table.

Rand  Cam  Engine  Corp.  is  a privately held company whose stock is reportedly
owned  50%  by  The  Watchtower  Society, a religious organization, 34% by James
McCann  and  the balance by several other shareholders. Mr. McCann has indicated
that  he  donated the shares held by The Watchtower Society to that organization
but  has retained a voting proxy for those shares. Accordingly, in Notes (3) and
(4)  above,  beneficial ownership of the 5,257,900 shares registered in the name
of  Rand Energy Group Inc. has been attributed to The Watchtower Society and Mr.
McCann.  We  believe  it would be misleading and not provide clear disclosure to
list  as beneficial owners in the table the other entities and persons discussed
in  this paragraph, although a strict reading of Rule 13d-3 under the Securities
Exchange  Act  of 1934 might require each such entity and person to be listed in
the  beneficial  ownership  table.

(6)  Includes  85,000  options  that  are  currently  exercisable. Ms. Lorette's
address  is  the  same  as  the  Company's.

(7)  Includes  5,257,900 shares registered in the name of Rand Energy Group Inc.
whose  beneficial  ownership is attributed to Mr. Robertson as set forth in Note
(2)  above. See Note (5) above for an explanation of the beneficial ownership of
Rand  Energy  Group  Inc.  Mr. Robertson disclaims beneficial ownership of these
shares  beyond  the  extent  of  his  pecuniary  interest. Also includes 935,000
options  that  are  currently  exercisable.

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

Pursuant  to  the August 1992 Agreement we issued 5,700,000 shares of our Common
Stock  at  a  deemed  value  of  $0.01  per  share  to Rand Energy Group Inc., a
privately  held  British  Columbia  corporation ("RAND") in exchange for certain
valuable  rights,  technology,  information,  and  other tangible and intangible
assets  relating  to  the  United  States rights to the Original Engine. RAND is
owned 51% by Reg Technologies Inc., a British Columbia corporation listed on the
Canadian  Venture  Exchange  ("Reg  Tech"), and 49% by Rand Cam Engine Corp. Reg
Tech's  President  is  also  our  President  and its Vice President is also Vice
President  of  the  Company.

We  also  agreed to pay semi-annually to RAND a royalty of 5% of any net profits
to  be  derived  by  us from revenues received as a result of its license of the
Original  Engine.

In  the  April  1993  Agreement,  an amendment to a previous Amendment Agreement
dated  November  23,  1992,  between  RAND,  Reg Tech and Brian Cherry (a former
officer  and  director)  and  an original agreement dated July 30, 1992, between
RAND, Reg Tech and Brian Cherry, Cherry agreed to: (a) sell, transfer and assign
to  RAND  all  his right, title and interest in and to the technology related to
the  RC/DC  Engine,  including  all  pending  and  future patent applications in
respect of the Technology for all countries except the United States of America,
together  with  any improvements, changes or other variations to the Technology;
(b) sell, transfer and assign to us (then called Sky Technologies Inc.), all his
right,  title  and  interest in and to the Technology, including all pending and
future patent applications in respect of the Technology for the United States of
America,  together  with  any  improvements,  changes or other variations to the
Technology.


                                       26
<PAGE>
Other  provisions  of  the April 1993 Agreement call for us (a) to pay to RAND a
continuing  royalty  of  5% of the net profits derived from the Technology by us
and  (b)  to  pay  to Brian Cherry a continuing royalty of 1% of the net profits
derived  from  the  Technology  by  us.

A final provision of the April 1993 Agreement assigns and transfers ownership to
us of any patents, inventions, copyrights, know-how, technical data, and related
types  of  intellectual  property conceived, developed or created by RAND or its
associated companies either prior to or subsequent to the date of the agreement,
which  results or derives from the direct or indirect use of the Original Engine
and/or  RC/DC  Engine  technologies  by  RAND.

The  terms  of the agreements referenced above were negotiated by the parties in
non-arm's-length transactions but were deemed by the parties involved to be fair
and  equitable  under  the  circumstances  existing  at  the  time.

We  are  controlled by Rand Energy Group Inc., a privately held British Columbia
corporation  ("RAND"),  which,  in  turn,  is controlled 51% by Reg Technologies
Inc.,  a publicly held British Columbia corporation ("Reg Tech") and 49% by Rand
Cam  Engine  Corp.  SMR Investment Ltd., a British Columbia corporation, holds a
controlling  interest  in Reg Technologies Inc. Since May 1977 Mr. Robertson has
been  President  and  a member of the Board of Directors of SMR Investments Ltd.
Susanne  M. Robertson, Mr. Robertson's wife, owns SMR Investment Ltd.   Rand Cam
Engine  Corp. is a privately held company whose stock is reportedly owned 50% by
The  Watchtower  Society,  a religious organization, 34% by James McCann and the
balance  by several other shareholders. Mr. McCann has indicated that he donated
the  shares held by The Watchtower Society to that organization but has retained
a  voting  proxy  for  those  shares.


ITEM  13(a).  EXHIBITS.

Number          Description
------------------------------------------------------------------------------
3.1     Articles of Incorporation . . . . . . . . . . . . . . . . . .     (1)
3.2     Article of Amendment changing name to  REGI U.S., Inc.. . . .     (2)
3.3     By-Laws . . . . . . . . . . . . . . . . . . . . . . . . . . .     (1)
4.1     Specimen Share Certificate. . . . . . . . . . . . . . . . . .     (1)
4.2     Specimen Warrant Certificate. . . . . . . . . . . . . . . . .     (1)
10.1    Consulting Agreement, dated December 1, 1999, between
        Regi U.S., Inc. and Patrick Badgley . . . . . . . . . . . . .     (3)
10.2    Special Service Proposal, dated December 21, 1999, between
        Regi U.S. and ColTec, Inc . . . . . . . . . . . . . . . . . .     (3)
10.3    Agreement between Coltec and REGI dated October 2000. . . . .
23.1    Consent of Independent Auditors . . . . . . . . . . . . . . .

(1)  Incorporated  by  reference  from  Form  10-SB Registration Statement filed
     April  26,  1994.
(2)  Incorporated  by  reference from 10-Q Report for the quarter ended 7-30-94.
(3)  Incorporated  by  reference from our 10-KSB for the fiscal year ended April
     30,  2000.


                                       27
<PAGE>
Independent Auditor's Report. . . . . .  F-1
Balance Sheets. . . . . . . . . . . . .  F-2
Statements of Operations. . . . . . . .  F-3
Statements of Cash Flows. . . . . . . .  F-4
Statement of Stockholders' Equity . . .  F-5
Notes to the Financial Statements . . .  F-7 to F-11

ITEM  13(b).  REPORTS  ON  FORM  8-K.

None.


                                       28
<PAGE>
SIGNATURES

In  accordance  with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the  Registrant  has  duly  caused  this report or amendment to be signed on its
behalf  by  the  undersigned,  thereunto  duly  authorized.

                              REGI  U.S.,  INC.


                              By:  /s/  John  G.  Robertson
                              ------------------------------
                              John  G.  Robertson,  President
                              Chief Executive Officer and Director


Dated:  August  13,  2001

In  accordance  with  the  Securities Exchange Act of 1934, this report has been
signed  by  the  following  persons  on  behalf  of  the  Registrant  and in the
capacities  and  on  the  dates  indicated  below.

Signature                            Title                            Date
---------                            -----                            ----

/s/ John G. Robertson       President, Chief                         8/13/01
---------------------       Executive Officer and Director
(John  G.  Robertson)


/s/James  Vandeberg         Chief Operating Officer and Director     8/13/01
-------------------
(James  Vandeberg)


/s/ Jennifer Lorette        Vice President and Director              8/13/01
--------------------
(Jennifer  Lorette)


                                       29
<PAGE>
                                 EXHIBIT  INDEX

Number          Description                                          Page
------------------------------------------------------------------------------
3.1     Articles of Incorporation . . . . . . . . . . . . . . . . .        (1)
3.2     Article of Amendment changing name to  REGI U.S., Inc . . .        (2)
3.3     By-Laws . . . . . . . . . . . . . . . . . . . . . . . . . .        (1)
4.1     Specimen Share Certificate. . . . . . . . . . . . . . . . .        (1)
4.2     Specimen Warrant Certificate  . . . . . . . . . . . . . . .        (1)
10.1    Consulting Agreement, dated December 1, 1999, between
        Regi U.S., Inc. and Patrick Badgley . . . . . . . . . . . .        (3)
10.2    Special Service Proposal, dated December 21, 1999, between
        Regi U.S. and ColTec, Inc . . . . . . . . . . . . . . . . .        (3)
10.3    Agreement between Coltec and REGI dated October 2000. . . .    42
23.1    Consent of Independent Auditors . . . . . . . . . . . . . .    45

(1)  Incorporated  by  reference  from  Form  10-SB Registration Statement filed
     April  26,  1994.
(2)  Incorporated  by  reference from 10-Q Report for the quarter ended 7-30-94.
(3)  Incorporated  by  reference from our 10-KSB for the fiscal year ended April
     30,  2000.



Independent Auditor's Report. . . . . . . . . . . . . . . . . . . .  F-1

Balance Sheets. . . . . . . . . . . . . . . . . . . . . . . . . . .  F-2

Statements of Operations. . . . . . . . . . . . . . . . . . . . . .  F-3

Statements of Cash Flows. . . . . . . . . . . . . . . . . . . . . .  F-4

Statement of Stockholders' Equity . . . . . . . . . . . . . . . . .  F-5

Notes to the Financial Statements . . . . . . . . . . . . .  F-7 to F-11


                                       30
<PAGE>
                          Independent Auditor's Report
                          ----------------------------


To  the  Board  of  Directors
REGI  U.S.,  Inc.
(A  Development  Stage  Company)


We  have  audited  the  accompanying  balance  sheets  of  REGI  U.S.,  Inc.  (A
Development  Stage  Company)  as  of  April  30,  2001  and 2000 and the related
statements  of  operations,  stockholders'  equity and cash flows for the period
from  July  27, 1992 (Inception) to April 30, 2001 and the years ended April 30,
2001  and  2000.  These  financial  statements  are  the  responsibility  of the
Company's  management.  Our  responsibility  is  to  express an opinion on these
financial  statements  based  on  our  audits.

We conducted our audits in accordance with generally accepted auditing standards
in the 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  audit provides a reasonable basis for our
opinion.

In  our  opinion, the aforementioned financial statements present fairly, in all
material  respects,  the  financial  position  of REGI U.S., Inc. (A Development
Stage Company), as of April 30, 2001 and 2000, and the results of its operations
and  its  cash  flows for the period from July 27, 1992 (Inception) to April 30,
2001  and  the years ended April 30, 2001 and 2000, in conformity with generally
accepted  accounting  principles  used  in  the  United  States.

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going  concern.  As  discussed in Note 1 to the financial
statements,  the Company has not generated any revenues or profitable operations
since  inception.  These  factors  raise  substantial  doubt about the Company's
ability  to  continue  as a going concern. Management's plans in regard to these
matters  are  also  discussed in Note 1. The financial statements do not include
any  adjustments  that  might  result  from  the  outcome  of  this uncertainty.


"Manning  Elliott"


CHARTERED  ACCOUNTANTS
Vancouver,  Canada
August  7,  2001


                                      F-1
<PAGE>
REGI  U.S.,  Inc.
(A  Development  Stage  Company)
Balance  Sheets
April  30,  2001  and  2000

                                                        2001         2000
                                                         $            $
                            Assets

Fixed Assets (Note 3)                                     2,479        4,295
Intangible Assets (Note 4)                               81,947      394,973
                                                    ------------  -----------
                                                         84,426      399,268
                                                    ============  ===========

             Liabilities and Stockholders' Equity

Current Liabilities
  Cheques issued in excess of funds on deposit            1,466        4,853
  Accounts payable                                      115,243       51,924
  Accrued liabilities                                   129,320       11,328
  Due to affiliates (Note 7)                            371,819       98,404
  Convertible debentures (Note 5)                             -       50,000
                                                    ------------  -----------
                                                        617,848      216,509
                                                    ------------  -----------

Commitments and Contingent Liabilities (Note 8)

Stockholders' Equity
Common Stock (Note 6), 20,000,000 shares
  authorized without par value; 10,221,735
  and 10,217,735 shares issued and
  outstanding respectively                            4,512,249    4,510,249
Common Stock Paid For But Unissued (Note 6(d))           72,000            -
Stock Based Compensation - Stock Option                  33,917       15,417
Deficit Accumulated During the Development Stage     (5,151,588)  (4,342,907)
                                                    ------------  -----------
                                                       (533,422)     182,759
                                                    ------------  -----------
                                                         84,426      399,268
                                                    ============  ===========


                                      F-2
       (The accompanying notes are an integral part of the financial statements)
<PAGE>
<TABLE>
<CAPTION>
REGI  U.S.,  Inc.
(A  Development  Stage  Company)
Statements  of  Operations
Accumulated  from  July  27,  1992  (Inception)  to  April  30,  2001  and
the  Years  ended  April  30,  2001  and  2000


                                                Accumulated from
                                                 July 27, 1992
                                                  (Inception)
                                                  to April 30,
                                                     2001                2001         2000
                                                       $                    $          $
Revenues                                                       -            -           -
                                                -----------------  -----------  ----------
Administrative Expenses
<S>                                             <C>                <C>          <C>
  Bank charges                                             8,756        1,236       1,552
  Foreign exchange                                         3,947         (349)        654
  Interest on debentures                                  12,593          224       3,828
  Investor relations - publications                      315,929       11,092      35,994
  Investor relations - consulting                        664,875      164,569      40,095
  Office, rent and telephone                             144,468          847      28,714
  Professional fees                                      323,563       20,713      24,586
  Transfer agent and regulatory fees                      95,972        7,390      21,013
  Travel                                                  11,674            -       5,327
  Less: interest                                         (16,755)          (8)     (1,212)
                                                -----------------  -----------  ----------
                                                       1,565,022      205,714     160,551
                                                -----------------  -----------  ----------
Research and Development Expenses
  Intellectual property (Note 4(a) and (b))              566,145      309,145           -
  Amortization                                           108,303       25,241      23,741
  Market development                                      92,782            -           -
  Professional fees                                       73,904            -           -
  Project management                                     250,000       30,000      30,000
  Project overhead                                       192,298       15,652      21,062
  Prototype design and construction contracts          1,384,592      100,486      54,628
  Royalties (Note 4(d))                                   87,000       24,000      24,000
  Technical prototype design consulting                  474,806       97,000      88,000
  Technical reports                                       22,120            -           -
  Technical salaries                                     169,467            -           -
  Travel                                                 165,149        1,443      11,513
                                                -----------------  -----------  ----------
                                                       3,586,566      602,967     252,944
                                                -----------------  -----------  ----------
Net Loss                                               5,151,588      808,681     413,495
                                                =================  ===========  ==========
Net Loss Per Share                                                       (.08)       (.04)
                                                                   ===========  ==========
Weighted Average Shares Outstanding                                 10,218,000   9,657,000
                                                                   ===========  ==========
</TABLE>


                                      F-3
       (The accompanying notes are an integral part of the financial statements)
<PAGE>
<TABLE>
<CAPTION>
REGI  U.S.,  Inc.
(A  Development  Stage  Company)
Statements  of  Cash  Flows
Accumulated  from  July  27,  1992  (Inception)  to  April  30,  2001  and
the  Years  ended  April  30,  2001  and  2000


                                                         Accumulated from
                                                          July 27, 1992
                                                           (Inception)
                                                           to April 30,
                                                              2001            2001       2000
                                                               $               $
<S>                                                     <C>                 <C>         <C>
Cash Flows to Operating Activities
  Net loss                                                     (5,151,588)   (808,681)  (413,495)
  Adjustments to reconcile net loss to cash
    Amortization                                                  108,303      25,241     23,741
    Intellectual property                                         566,145     309,145          -
    Stock based compensation                                      275,213      18,500     15,417
  Change in non-cash working capital items
    Increase (decrease) in accounts payable and
       accrued liabilities                                        269,565     181,311    (53,897)
                                                        ------------------  ----------  ---------
Net Cash Used in Operating Activities                          (3,932,362)   (274,484)  (428,234)
                                                        ------------------  ----------  ---------
Cash Flows from Financing Activities
  Increase in capital stock                                     3,972,702      74,000    501,302
  Convertible debentures redeemed                                       -     (50,000)         -
  Increase (decrease) in due to affiliates                        171,819     273,415   (142,367)
                                                        ------------------  ----------  ---------
Net Cash Provided by Financing Activities                       4,144,521     297,415    358,935
                                                        ------------------  ----------  ---------
Cash Flows to Investing Activities
  (Increase) in fixed assets                                      (24,947)          -     (5,452)
  (Increase) in intangible assets                                (188,678)    (19,544)   (12,222)
                                                        ------------------  ----------  ---------
Net Cash Used in Investing Activities                            (213,625)    (19,544)   (17,674)
                                                        ------------------  ----------  ---------
Increase (decrease) in cash                                        (1,466)     (1,466)   (86,973)
Cash (deficiency) - beginning of period                                 -      (4,853)    82,120
                                                        ------------------  ----------  ---------
Cash (deficiency) - end of period                                  (1,466)      3,387     (4,853)
                                                        ==================  ==========  =========
Non-Cash Financing Activities
  Affiliate's shares issued for intellectual property             200,000           -          -
  Shares issued for financial consulting services                 241,296           -          -
  Shares issued for intellectual property                         345,251           -          -
  Shares issued to settle debt                                     25,000           -          -
  Stock based compensation - stock options                         33,917      18,500     15,417
                                                        ------------------  ----------  ---------
                                                                  845,464      18,500     15,417
                                                        ==================  ==========  =========
Supplemental Disclosures
  Interest paid                                                    12,593         224      3,828
  Income tax paid                                                       -           -          -
</TABLE>


                                      F-4
       (The accompanying notes are an integral part of the financial statements)
<PAGE>
<TABLE>
<CAPTION>
REGI  U.S.,  Inc.
(A  Development  Stage  Company)
Statements  of  Stockholders'  Equity
From  July  27,  1992  (Inception)  to  April  30,  2001


                                                                               Deficit
                                                                             Accumulated
                                                                             During  the
                                                         Common Stock        Development
                                                     Shares        Amount       Stage
                                                       #             $            $
<S>                                              <C>           <C>           <C>
Balance - July 27, 1992 (inception)                         -             -            -
  Stock issued for intellectual property            5,700,000        57,000            -
  Stock issued for cash                               300,000         3,000            -
  Net loss for the period                                   -             -      (23,492)
                                                 ------------  ------------  ------------
Balance - April 30, 1993                            6,000,000        60,000      (23,492)
  Stock issued for cash pursuant to
    a public offering                                 500,000       500,000            -
  Net loss for the year                                     -             -     (394,263)
                                                 ------------  ------------  ------------
Balance - April 30, 1994                            6,500,000       560,000     (417,755)
  Stock issued for cash pursuant to:
    options exercised                                  10,000         1,000            -
    a private placement                               250,000       562,500            -
    warrants exercised                                170,200       213,000            -
  Net loss for the year                                     -             -   (1,225,743)
                                                 ------------  ------------  ------------
Balance - April 30, 1995                            6,930,200     1,336,500   (1,643,498)
  Stock issued for cash pursuant to:
    options exercised                                 232,500        75,800            -
    warrants exercised                                132,200       198,300            -
    a private offering memorandum                     341,000       682,000            -
  Net loss for the year                                     -             -     (796,905)
                                                 ------------  ------------  ------------
Balance - April 30, 1996                            7,635,900     2,292,600   (2,440,403)
  Stock issued for cash pursuant to
    options exercised                                 137,000        13,700            -
    warrants exercised                                185,400       278,100            -
    private placements                                165,000       257,500            -
  Net loss for the year                                     -             -     (510,184)
                                                 ------------  ------------  ------------
Balance - April 30, 1997                            8,123,300     2,841,900   (2,950,587)
  Stock issued for cash pursuant to
    options exercised                                  50,000         5,000            -
    a units offering                                  500,000       500,000            -
  Stock issued for acquisition of AVFS rights         400,000       288,251            -
  Stock issued for financial consulting services      125,000       170,250            -
  Stock issued to settle an accrued liability          50,000        25,000            -
  Net loss for the year                                     -             -     (580,901)
                                                 ------------  ------------  ------------
Balance - April 30, 1998                            9,248,300     3,830,401   (3,531,488)
                                                 ------------  ------------  ------------
</TABLE>


                                      F-5
       (The accompanying notes are an integral part of the financial statements)
<PAGE>
<TABLE>
<CAPTION>
REGI  U.S.,  Inc.
(A  Development  Stage  Company)
Statements  of  Stockholders'  Equity
From  July  27,  1992  (Inception)  to  April  30,  2001

                                                                                 Deficit
                                                                               Accumulated
                                                                               During  the
                                                          Common Stock         Development
                                                      Shares        Amount        Stage
                                                        #              $            $
<S>                                               <C>           <C>            <C>
Balance carried forward                              9,248,300     3,830,401    (3,531,488)
  Stock issued for financial consulting services       100,000        71,046             -
  Net loss for the year                                      -             -      (397,924)
                                                  ------------  -------------  ------------

Balance - April 30, 1999                             9,348,300     3,901,447    (3,929,412)
  Stock issued for cash pursuant to
    a private placement                                852,101       639,075             -
    less cash commission paid                                -       (47,607)            -
    warrants exercised                                  17,334        17,334             -
Net loss for the year                                        -             -      (413,495)
                                                  ------------  -------------  ------------
Balance - April 30, 2000                            10,217,735     4,510,249    (4,342,907)
  Stock issued for cash pursuant to
    warrants exercised                                   4,000         2,000             -
Net loss for the year                                        -             -      (808,681)
                                                  ------------  -------------  ------------
Balance - April 30, 2001                            10,221,735     4,512,249    (5,151,588)
                                                  ============  =============  ============
</TABLE>


                                      F-6
       (The accompanying notes are an integral part of the financial statements)
<PAGE>


1.   Development  Stage  Company

     REGI  U.S.,  Inc.  herein  ("the Company") was incorporated in the State of
     Oregon,  U.S.A.  on  July  27,  1992.

     The  Company  is  a  development  stage  company engaged in the business of
     developing  and  commercially exploiting an improved axial vane type rotary
     engine known as the Rand Cam/Direct Charge Engine ("The RC/DC Engine"). The
     world-wide marketing and intellectual rights, other than the U.S., are held
     by  Rand Energy Group Inc. ("REGI") which is the controlling shareholder of
     the  Company.  The  Company owns the U.S. marketing and intellectual rights
     and  has  a project cost sharing agreement, whereby it will fund 50% of the
     further  development  of  the  RC/DC  Engine  and  REGI  will  fund  50%.

     The  Company  owns  the world-wide marketing and intellectual rights, other
     than  Canada,  to  the  Air/Vapor  Flow  System  ("AVFS").  See  Note 4(d).

     In  a  development stage company, management devotes most of its activities
     to  establishing  a new business. Planned principal activities have not yet
     produced  significant  revenues  and  the  Company  has  suffered recurring
     operating  losses  as is normal in development stage companies. The Company
     also  has  a  working  capital  deficit  of  $216,509.  These factors raise
     substantial  doubt  about  the  Company's  ability  to  continue as a going
     concern.  The  ability  of the Company to emerge from the development stage
     with  respect  to its planned principal business activity is dependent upon
     its  successful  efforts  to  raise  additional  equity  financing, receive
     funding  from affiliates and controlling shareholders, and develop a market
     for  its  products.

     The  Company  receives interim support from its ultimate parent company and
     other  affiliated  companies  and plans to raise additional capital through
     debt  and/or  equity  financings.

2.   Summary  of  Significant  Accounting  Policies

     (a)  Fixed  Assets

          Computer equipment is amortized over 3 years on a straight-line basis.

     (b)  Intangible  Assets

          Costs  to  register  and  protect  patents  and  to acquire rights are
          capitalized as incurred. These costs are being amortized on a straight
          line  basis  over  20  years.  Intangible assets are evaluated in each
          reporting  period  to  determine if there were events or circumstances
          which  would  indicate  a  possible  inability to recover the carrying
          amount.  Such  evaluation  is  based  on  various  analyses  including
          assessing  the  Company's ability to bring the commercial applications
          to  market,  related  profitability  projections and undiscounted cash
          flows  relating  to  each  application  which  necessarily  involves
          significant  management  judgment.  Where  an impairment loss has been
          determined  the  carrying amount is written-down to fair market value.
          Fair  market  value  is  determined as the amount at which the license
          could  be  sold  in  a  current  transaction  between willing parties.

     (c)  Basic  and  Diluted  Net  Income  (Loss)  per  Share

          The  Company  computes  net income (loss) per share in accordance with
          SFAS  No.  128,  "Earnings  per  Share"  (SFAS 128). SFAS 128 requires
          presentation  of  both  basic and diluted earnings per shares (EPS) on
          the  face  of  the income statement. Basic EPS is computed by dividing
          net  income (loss) available to common shareholders (numerator) by the
          weighted  average  number  of  common shares outstanding (denominator)
          during  the period. Diluted EPS gives effect to all dilutive potential
          common  shares  outstanding during the period including stock options,
          using  the  treasury  stock  method,  and convertible preferred stock,
          using  the  if-converted method. In computing Diluted EPS, the average
          stock price for the period is used in determining the number of shares
          assumed  to  be  purchased  from  the  exercise  of  stock  options or
          warrants. Diluted EPS excludes all dilutive potential common shares if
          their  effect  is  antidilutive.

                                      F-7
       (The accompanying notes are an integral part of the financial statements)
<PAGE>
2.     Summary  of  Significant  Accounting  Policies  (continued)

     (c)  Basic  and  Diluted  Net  Income  (Loss)  per  Share  (continued)

          Loss  per  share  for 2001 and 2000 does not include the effect of the
          potential  conversions  of stock options, or warrants, as their effect
          would  be  anti-dilutive.

     (d)  Accounting  for  Stock  Based  Compensation

          The  Company  uses  the  intrinsic  value  based  method of accounting
          prescribed  by Accounting Principles Board Opinion No. 25, "Accounting
          for  Stock  Issued  to Employees" ("APB Opinion No. 25") in accounting
          for  its  stock based method, compensation cost is the excess, if any,
          of the fair market value of the stock at grant date over the amount an
          employee  or  director  must  pay to acquire the stock. See Note 6(b).

     (e)  Cash  and  Cash  Equivalents

          The Company considers all highly liquid instruments with a maturity of
          three  months  or less at the time of issuance to be cash equivalents.

     (f)  Foreign  Currency  Transactions/Balances

          Transactions  in  currencies other than the U.S. dollar are translated
          at the rate in effect on the transaction date. Any balance sheet items
          denominated  in  foreign  currencies  are translated into U.S. dollars
          using  the  rate  in  effect  on  the  balance  sheet  date.

     (g)  Use  of  Estimates

          The  preparation  of financial statements in conformity with generally
          accepted  accounting  principles requires management to make estimates
          and  assumptions  that  affect  the  reported  amounts  of  assets and
          liabilities and disclosure of contingent assets and liabilities at the
          date  of the financial statements and the reported amounts of revenues
          and  expenses  during  the  periods.  Actual results could differ from
          those  estimates.

     (h)  Tax  Accounting

          The  Company  has  adopted Statement of Financial Accounting Standards
          No. 109 ("SFAS 109") as of its inception. The Company has incurred net
          operating  losses  as  scheduled  below:


                                    Amount     Year of
                    Year of Loss      $       Expiration
                    1993              23,000        2008
                    1994             393,000        2009
                    1995           1,007,000        2010
                    1996             792,000        2011
                    1997             521,000        2012
                    1998             605,000        2013
                    1999             417,000        2014
                    2000             429,000        2015
                    2001             522,000        2016
                                  ----------
                                   4,709,000
                                  ==========

Pursuant  to  SFAS 109 the Company is required to compute tax asset benefits for
net  operating losses carried forward. Potential benefit of net operating losses
have  not  been  recognized  in  these  financial statements because the Company
cannot  be  assured it is more likely than not it will utilize the net operating
losses  carried  forward  in  future  years.


                                      F-8
       (The accompanying notes are an integral part of the financial statements)
<PAGE>
2.   Summary  of  Significant  Accounting  Policies  (continued)

     (h)  Tax  Accounting  (continued)

          The  components  of the net deferred tax asset at the end of April 30,
          2001  and 2000, and the statutory tax rate, the effective tax rate and
          the  elected  amount  of  the valuation allowance are scheduled below:

                                        2001          2000

                                        $               $
          Net Operating Loss            808,000         429,000
                                   113,900 + 34%   113,900 + 34%
                                   in excess of    in excess of
          Statutory Tax Rate      $     335,000   $     335,000
          Effective Tax Rate                  -               -
          Deferred Tax Asset            275,000         145,000
          Valuation Allowance          (275,000)       (145,000)
                                  --------------  --------------
          Net Deferred Tax Asset              -               -
                                  ==============  ==============

3.   Fixed  Assets

                                                    2001      2000
                                    Accumulated   Net Book  Net Book
                             Cost   Amortization    Value     Value
                               $         $            $         $
     Computer equipment      5,452         2,973     2,479     4,295
                             =====  ============  ========  ========

4.   Intangible  Assets
                                                                2001       2000
                                                Accumulated   Net Book  Net Book
                                         Cost   Amortization   Value      Value
                                          $         $            $          $
Patents - RC/DC Engine                  88,607        19,366    69,241    63,315
Patents - AVFS                           6,619           693     5,926     3,776
AVFS rights ((d) below)                 65,606        65,605         1   327,882
Patents/rights-Hydrogen separator        6,950           171     6,779         -
                                       -------  ------------  --------  --------
                                       167,782        85,835    81,947   394,973
                                       =======  ============  ========  ========

     (a)  On  August  20,  1992  the  Company  acquired  the  U.S. rights to the
          original  Rand  Cam-Engine  from REGI by issuing 5,700,000 shares at a
          fair  value  of  $0.01  per  share.  REGI will receive a 5% net profit
          royalty.  The  $57,000  was  expensed  as  research  and  development.

     (b)  Pursuant  to  an agreement with Brian Cherry (a former director) dated
          July  30,  1992  and amended November 23, 1992 and April 13, 1993, the
          Company  acquired  the  U.S.  rights to the improved axial vane rotary
          engine  known  as  the  RC/DC  Engine.  On  November  9,  1993,  in
          consideration  for  the  transferred technology, Mr. Cherry was issued
          100,000  shares  of  Reg  Technologies  Inc. ("REG") (a public company
          owning  51%  of  REGI) with a fair value of $200,000. The $200,000 was
          expensed  as research and development. A 1% net profit royalty will be
          due  to  the  director.


                                      F-9
       (The accompanying notes are an integral part of the financial statements)
<PAGE>
4.   Intangible  Assets  (continued)
     (c)  Pursuant  to a letter of understanding dated December 13, 1993 between
          the  Company, REGI and REG (collectively called the grantors) and West
          Virginia  University Research Corporation ("WVURC"), the grantors have
          agreed  that  WVURC  shall  own 5% of all patented technology and will
          receive  5%  of  all  net  profits  from sales, licences, royalties or
          income  derived  from  the  patented  technology.

     (d)  On  June 22, 1997 the Company acquired the U.S. rights to an Air/Vapor
          Flow  System  "AVFS". The Company paid $50,000 and 200,000 shares at a
          fair  value  of $154,665. The Company will pay to the inventor 8.5% on
          net  sales  derived  from  the AVFS. On December 31, 1997, the Company
          acquired  the  world-wide rights (except Canada) to the AVFS by paying
          $36,500  and  issuing  a  further  200,000  shares  at a fair value of
          $133,586.  The  inventor will also receive a minimum annual royalty of
          $24,000  per  year beginning October 1, 1997, payable quarterly. These
          rights  were written down to a nominal value of $1 during the year and
          $309,145 was charged to operations as a research and development cost.


5.   Convertible  Debentures

     The  Company  issued  three  year, 8 % interest, convertible debentures and
     raised $50,000. The Company redeemed the debentures on their maturity date,
     June  15,  2000.


6.   Common  Stock

     (a)  Warrants  outstanding

          There  are  warrants outstanding to acquire 830,767 shares exercisable
          at  $0.50  per  share expiring August 31, 2001. During the year, 4,000
          shares  were  issued  pursuant  to  warrants  exercised.

     (b)  Stock  Option  Plan

          The Company has a Stock Option Plan to issue up to 2,500,000 shares to
          certain  key  directors  and  employees,  approved  April 30, 1993 and
          amended December 5, 2000. Pursuant to the Plan the Company has granted
          stock  options  to  certain  directors  and  employees.

          The  options  are  granted  for  services  provided  to  the  Company.
          Statement  of  Financial  Accounting  Standards  No.  123 ("SFAS 123")
          requires  that an enterprise recognize, or at its option, disclose the
          impact  of  the  fair  value of stock options and other forms of stock
          based  compensation  in  the  determination of income. The Company has
          elected  under  SFAS  123 to continue to measure compensation costs on
          the  intrinsic  value  basis  set  out in APB Opinion No. 25. As stock
          options  are  granted  at exercise prices based on the market price of
          the  Company's  shares  at  the date of grant, no compensation cost is
          recognized.  However,  under  SFAS  123,  the impact on net income and
          income  per  share of the fair value of stock options must be measured
          and  disclosed  on  a fair value based method on a pro forma basis. As
          performance  stock  is  issued for services rendered the fair value of
          the  shares issued is recorded as compensation expense or capitalized,
          at  the  date  the  conditions  are  met  to  issue  shares.

          The  fair  value  of the employee's purchase rights, pursuant to stock
          options,  under SFAS 123, was estimated using the Black-Scholes model.

                                      F-10
       (The accompanying notes are an integral part of the financial statements)
<PAGE>
6.   Common  Stock  (continued)

     (b)  Stock  Option  Plan  (continued)

          The  weighted  average  number of shares under option and option price
          for  the  year  ended  April  30,  2001  is  as  follows:


                                  Shares     Weighted Average   Weighted Average
                               Under Option    Option Price      Remaining Life
                                    #                $
            Beginning of year       785,000             .80
            Granted                 925,000             .40
            Exercised                     -               -
            Cancelled              (225,000)            .50
            Lapsed                        -               -
                               ------------
            End of year           1,485,000             .60        50 months
                                ===========           =====        =========

          If  compensation expense had been determined pursuant to SFAS 123, the
          Company's  net  loss  and  net loss per share for fiscal 2001 and 2000
          would  have  been  as  follows:

                                         2001       2000
                                          $           $
          Net loss
              As reported             (808,681)  (413,495)
              Pro forma               (837,391)  (429,495)

          Basic net loss per share
              As reported                 (.08)      (.04)
              Pro forma                   (.08)      (.04)



     (c)  Performance  Stock  Plan

          The  Company  has allotted 1,000,000 shares to be issued pursuant to a
          Performance  Stock  Plan  approved  and  registered  on June 27, 1997.
          Compensation  is  recorded when the conditions to issue shares are met
          at  their  then  fair  market  value.  There  are no options currently
          granted  pursuant  to  this  plan.

     (d)  Private  Placement

          During  the year, the Company has raised a further $72,000 pursuant to
          a  private  placement  of  232,000  units at $0.30 per unit. Each unit
          contained one share and one warrant to acquire one additional share at
          $0.40  per  share  if  exercised  during year one after receipt of the
          subscription  funds.  These  shares  have  not  yet  been  issued.

7.   Due  to  Affiliates

     Amounts owing to affiliates are unsecured, non-interest bearing and are due
     on  demand.


8.   Commitments  and  Contingent  Liabilities

     (a)  See Note 4 for royalty commitments in connection with the RC/DC Engine
          and  the  AVFS.
     (b)  See  Note  6  for  commitments  to  issue  shares.
     (c)  The Company is committed to fund 50% of the further development of the
          RC/DC  Engine.
     (d)  See  Note  1  for  going  concern  considerations.


                                      F-11
       (The accompanying notes are an integral part of the financial statements)
<PAGE>