UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K



(Mark One)





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



For the fiscal year ended April 30, 2012



|[  ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|---- | ----------------------------------------------------------------------------------

For the transition period from _______________________
to _______________________



Commission File No. 0-23920





|REGI U.S., Inc.                          
|-----------------------------------------
|(Exact name of registrant in its Charter)



|Oregon                          |  | 91-1580146        
|------------------------------- |  | ------------------
|(State or Other Jurisdiction of |  | (I.R.S. Employer  
|incorporation or organization)  |  | Identification No)





| | #240-11780 Hammersmith Way               | 
| | ---------------------------------------- | 
| | Richmond, BC V7A 5E9 Canada              | 
| | (Address of Principal Executive Offices) | 







| | (604) 278-5996                | 
| | ----------------------------- | 
| | Registrant’s telephone number | 









---

(Former Name, former address and former fiscal
year, if changed since last report)



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              | NASD Over the Counter Bulletin Board      
|Common              | Frankfurt Stock Exchange                  



Indicate by check mark if the issuer is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act: Yes [  ]   No [X]



Indicate by check mark if the issuer is not required to file reports
pursuant to Section 13 or 15(d) of the Act: Yes [  ]   No [X]



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



|(1) | Yes |  | [X] |  | No |  | [  ] | (2) | Yes |  | [X] |  | No |  | [  ]
|--- | --- |  | --- |  | -- |  | ---- | --- | --- |  | --- |  | -- |  | ----



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).Yes [  ] No [X]



Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K No [  ]



Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filed, a non-accelerated filer, or a smaller reporting company.



|Large accelerated filer [  ] | Accelerated filer [  ] | Non-accelerated filer [  ] | Smaller reporting company [X]
|---------------------------- | ---------------------- | -------------------------- | -----------------------------



Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).



Yes [  ] No [X]



ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
THE PRECEDING FIVE YEARS



Not applicable



APPLICABLE ONLY TO CORPORATE ISSUERS



The number of shares outstanding of the issuer's
common stock, no par value, as of August 14, 2012 was 30,065,671.



State the aggregate market value of the voting
and non-voting common equity computed by reference to the price at which the common equity was last sold, or the average bid and
asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal
quarter: $4,610,446 as of October 31, 2011.



DOCUMENTS INCORPORATED BY REFERENCE



None











REGI U.S., INC.

FORM 10-K

TABLE OF CONTENTS



|         |                                                                                                              |  | Page
|-------- | ------------------------------------------------------------------------------------------------------------ |  | ----
|PART I   |                                                                                                              |  |     
|Item 1   | Business                                                                                                     |  |     
|Item 1A  | Risk Factors                                                                                                 |  |     
|Item 1B  | Unresolved Staff Comments                                                                                    |  |     
|Item 2   | Properties                                                                                                   |  |     
|Item 3   | Legal Proceedings                                                                                            |  |     
|Item 4   | Mine Safety Disclosures                                                                                      |  |     
|PART II  |                                                                                                              |  |     
|Item 5   | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  |     
|Item 6   | Selected Financial Data                                                                                      |  |     
|Item 7   | Management's Discussion and Analysis of Financial Condition and Results of Operations                        |  |     
|Item 7A  | Quantitative and Qualitative Disclosure about Market Risk                                                    |  |     
|Item 8   | Financial Statements and Supplementary Data                                                                  |  |     
|Item 9   | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         |  |     
|Item 9A  | Controls and Procedures                                                                                      |  |     
|Item 9B  | Other Information                                                                                            |  |     
|PART III |                                                                                                              |  |     
|Item 10  | Directors, Executive Officers and Corporate Governance                                                       |  |     
|Item 11  | Executive Compensation                                                                                       |  |     
|Item 12  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               |  |     
|Item 13  | Certain Relationships and Related Transactions, and Director Independence                                    |  |     
|Item 14  | Principal Accounting Fees and Services                                                                       |  |     
|PART IV  |                                                                                                              |  |     
|Item 15  | Exhibits, Financial Statement Schedules                                                                      |  |     
|         | Signatures                                                                                                   |  |     











FORWARD LOOKING STATEMENTS



THIS ANNUAL REPORT ON FORM 10-K, 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-K.
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.



The Company files annual reports and furnishes
other information with the SEC. You may read and copy any document that we file at the SEC's Public Reference Room at 100 F Street,
NE., Washington, DC 20549, on official business days during the hours of 10 a.m. to 3 p.m. You may obtain information on the operation
of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintains an Internet site that contains
reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission
at (http://www.sec.gov). The Company also files information with the Canadian Securities Administrators via SEDAR (www.sedar.com).
The Company’s website is www.regtech.com.



PART I



ITEM 1. 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. At April 30, 2012 Rand Energy Group Inc., a privately held British Columbia corporation
("Rand Energy") holds approximately 1.96% of the common shares of REGI. Rand Energy is controlled 51% by Reg Technologies
Inc., a publicly held British Columbia corporation ("Reg Tech"). Reg Tech holds approximately 9.13% of the common shares
of REGI.



We are a development stage company engaged
in the business of developing and building an improved axial vane-type rotary engine known as the RadMax® rotary technology
(the "Technology" or the “RadMax® Engine”), used in the design of lightweight and high efficiency engines,
compressors and pumps. The Company has a project cost sharing agreement, whereby it will fund 50% of the further development of
the RadMax® Engine and Reg Tech will fund 50%.



Our principal offices are located at 240-11780
Hammersmith Way, Richmond, British Columbia V7A 5E9, 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.











Business of the Company



Overview and History



We are engaged in the business of developing
and building an improved axial vane-type rotary engine used in the design of lightweight and high efficiency engines, compressors
and pumps. The worldwide intellectual and marketing rights to the RadMax® Engine, exclusive of the United States, are held
by Reg Tech. The Company owns the U.S. marketing and intellectual rights and has a project cost sharing agreement, whereby it funds
50% of the further development of the RadMax® Engine and Reg Tech funds 50%.



Based upon testing work performed by independent
organizations on prototype models, we believe that the RadMax® 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 RadMax® Engine design is being employed in the development of several types of compressors, pumps, expanders and
other applications.



To date, several prototypes of the RadMax®
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 RadMax® 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
RadMax® 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.



Products and Projects



RadMax® Engine



The Company is working with Reg Technologies
Inc. in developing a RadMax® Diesel Engine application based on a specification of its industry partner. Under the terms of
a non disclosure, we are prohibited from publishing the name of the partner or discussing the partner’s specific application.



We believe that the RadMax® Diesel Engine
could achieve improved fuel consumption when compared to gasoline and turbine engines. This was based on a review by our thermodynamics
engineer, Dr. Allen MacKnight, PhD, of published industry literature. Specifically, a given volume of diesel fuel contains approximately
30% more energy that the same volume of gasoline and diesel engines consume approximately 0.4 pounds of fuel for every horsepower
hour. As a point of reference, all turbine engines consume approximately 0.8 pounds of fuel for every horsepower hour.











To bring the RadMax® Diesel Engine from
concept to reality, a number of milestones, or steps, are required for ultimate qualification. These start with concept drawings
and presentations, and lead to testing by independent agencies to validate the emissions, horsepower, and other critical metrics.



On August 12, 2010, following two years of
technical assessments and design reviews, the engineering team confirmed that the RadMax Engine engineering drawings were complete,
additional technical reviews were not necessary and we would proceed with building the RadMax demonstration prototype. Commercial
item procurement, parts fabrication and preparation for prototype testing were underway.



After completion of our Request for Proposals
to three pre-qualified bidders to provide a fixed-price quotation we selected Path Technologies Inc. (“Path Tech”),
of Painesville, Ohio, to fabricate the prototype RadMax Engine. Upon the commencement of the fabrication stage, we integrated those
parts, along with other commercial items (fuel injection, for example) to produce the prototype engine.



In February, 2011, we paid Path Technologies
for the purchase order to commence fabrication to complete the cam and actuator for the RadMaxTM demonstration diesel engine
model.



On March 8, 2011 we provided a fabrication
progress report of the RadMaxTM assembly via news release, reporting the following initial fabrication progress:



|● |  | All specified material has been ordered
|- |  | ---------------------------------------



|● |  | All connecting tubes have been final machined to their outside and inside geometric
tolerances
|- |  | ----------------------------------------------------------------------------------------------



|● |  | The connecting tubes have been masked for subcontracted flame spray plating services
|- |  | ------------------------------------------------------------------------------------



|● |  | Each of the 24 vane blocks have been trued, which means three axis sides are perfectly
parallel to their opposite sides and perpendicular to each other
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------



|● |  | The outside dimensions of the vane portion has been fabricated in a wire EDM Process
|- |  | ------------------------------------------------------------------------------------



On May 18, 2011 we had the second fabrication
progress report for the prototype RadMaxTM Diesel Engine, whereby we estimated that approximately one-third of all fabrication
work was complete, resulting in us being ahead of schedule and under budget. The fabrication progress was as follows:



|- |  | The Rotors had completed their first-pass rough turning process within .030-inch of
final. The following Rotor fabrication operations had been completed: Outer surface, Neck, Driveshaft Slot, and Combustion Chamber.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|- |  | The Cams had completed their initial rough turning passes. The reason for the two-pass
turning process was because the metal “moves” (stretches or deforms) after the machining process. To maintain our
high-tolerance requirements, the two-passes were required.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|- |  | Fabrication of the 24 Vane-Actuator assemblies was complete. This included completion
of the Vanes, Connecting Tubes, Axles, Wheels, Wrist Pins, and integration with commercial wheel bearings.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



During August, 2011 we had successful transfer
directly from 3D cad model to CNC machine code for the prototype RadMaxTM Diesel Engine.











This was a significant event, as we proved
our capability to go from 3D computer models of the cam surface to deriving the cutter path for the CNC milling center and fabricating
the complex cam surface.



This successful transfer
applies directly to the RadMax cam and stator surfaces; both of which are implementations of complex transcendental formulas.



A detailed thermodynamic analysis of the patented
RadMax engine had been performed in conjunction with Belcan Engineering Services. As a result, the cam was fabricated from lightweight
aircraft Aluminum and weighs approximately 12 pounds. This is in sharp contrast to earlier implementations in steel that weighed
more than 50 pounds each. This capability is one of the major contributing factors to RadMax engine weight reduction, which naturally
leads to enhanced fuel economy in every application.



On September 29, 2011 we announced that they
have integrated a rotary union into the RadMaxTM fabrication process, to reduce temperature in the RadMaxTM demonstration
model. This device allows us to provide continuous high-pressure lubrication and cooling oil to moving and rotating parts of RadMax,
thus allowing the engine to operate at a lower temperature. Oil is injected by this device into a hollow driveshaft, with exit
ports inside the rotor. This in turn allows us to use lighter components made from Aluminum which further reduces the weight of
the engine.



On November 22, 2011 we announced that we have
completed fabrication of the RadMaxTM drive shaft for the demonstration model. The drive shaft is similar to a crank shaft
in a reciprocating engine as it delivers rotational power to the transmission; however, the center is hollow and provides a path
for oil to cool rotating components. The drive shaft works in conjunction with the rotary union. The detailed thermodynamic analysis
of the patented RadMax engine was performed last year in conjunction with Belcan Engineering Services. As a result, a design decision
was finalized to create a hollow drive shaft to provide a means to lubricate internal rotating components. Without this device,
the internal engine heat would make adoption of aluminum components impossible. By reducing heat, and weight, this leads to enhanced
fuel economy in every RadMaxTM application. The drive shaft features include mounting provisions for the Rotary Union, Shaft
Lock Nut which preloads the Rotor, main bearings, and tight pilots for securing the rotor in position. It includes key slots for
securing the load to RadMax (such as a transmission).



On January 30, 2012, following completion of
the complex drive shaft announced on November 22, 2012, we reached the position to estimate all remaining fabrication tasks leading
up to the assembly and test phases and could start to use the dimensions and tolerances to specify the requirements of the remaining
component interfaces.



The status of the remaining fabrication tasks,
which represent the balance of the fabrication, was as follows:



|- |  | Rotors: Remaining operations
for each rotor include drilling the final tight tolerance turns and other finishing operations. (as announced on May 18, 2011.)
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------



|- |  | Cam: Remaining operations
for each cam include final surface grinding and polishing, final milling and boring to insert other machined features. (as announced
on August 15, 2011.)
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|- |  | Rotary Union: Work is complete.
(as announced on September 29, 2011.)
|- |  | ---------------------------------------------------------------------



|- |  | Driveshaft: Work is complete.
(as announced on November 22, 2011.)
|- |  | ------------------------------------------------------------------



|- |  | End plates: Remaining operations
for each end plate include cutting air and water plenum holes, final milling and bore.
|- |  | -----------------------------------------------------------------------------------------------------------------------



|- |  | Stator frame: Remaining operations
for the stator frame include final milling and bore.
|- |  | ---------------------------------------------------------------------------------------











|- |  | Enclosure: Remaining operations
for the enclosure include standard machining operations to mount latches and catches.
|- |  | ---------------------------------------------------------------------------------------------------------------------



|- |  | Oil coolers: Material has
been received. Initial machining work is the next step.
|- |  | ---------------------------------------------------------------------------------



|- |  | Bearings: Material has been
received. Initial machining work is the next step.
|- |  | ------------------------------------------------------------------------------



|- |  | Air and Water Flanges: Initial
machining work is the next step.
|- |  | ---------------------------------------------------------------



|- |  | Gaskets for air and water
flanges: These will be sent to vendor who already produced and delivered other gaskets for us.
|- |  | ------------------------------------------------------------------------------------------------------------------------



|- |  | Nameplates: Fabricating and
plating the nameplates. Initial machining work is the next step.
|- |  | --------------------------------------------------------------------------------------------



The Company and Reg Technologies Inc. received
a quote to complete the fabrication of the RadMaxTM diesel engine for a total of $139,783 including $75,000 for the final
fabrication.



Funds are planned to be raised through a private
placement. Following fabrication, we plan to build an assembly fixture. Once this fixture is fabricated and verified, the Company
will perform the assembly operations followed by prototype dry (non-fuel) and fueled testing.



On March 12, 2012 we announced that the Radmax
engine parts arrived at Williams and White Machine Inc. facilities from Path Technologies in Painesville, Ohio. Radmax engine parts
machining has commenced at Williams and White Machine Inc. to complete the fabrication of the Radmax demonstration model.



Williams and White is a world class manufacturing
organization comprising of three independent business units; Equipment, Machining, and Automation. Williams and White equipment
manufactures specialized grinding equipment used in the cutting tool and machining industry and access to only the most advanced
tooling in the world. The Automation division is specialized in development of Mechatronic solutions for custom project applications.
Website www.williamsandwhite.com.



As a result of the development, Paul Porter,
our Chief Engineer, is managing the final fabrication, assembling and testing of the prototype. Mr. Porter of Spokane, Washington
has extensive experience as an expert mechanical engineer. He was previously a manufacturing manager for Parker Seal Group, a Fortune
500 company and was the founder of JetSeal, Inc., which was sold to Heico Corp., an aerospace company.



RadMax® Pump



The Company actively pursued the development
of the RadMax® Pump from early 2007 until March 2008. From September 2007 until March 2008, the Company worked with an industry
partner in the water pump industry. The partner evaluated the Pump as a potential new product offering as part of its fire engine
chemical dispersant product line. The evaluation and test period ended when the partner had a change in its senior management and
their leading advocate left the company. Until there is further interest established in the RadMax® Pump by an end user, no
further work is anticipated.



The Company then focused all of its technical
resources on validating the seals for a compressor application, leading towards the technology incorporation in the RadMax®
engine.











In February 2009 the pump was set up in the
Company’s Richmond, B.C. laboratory, for demonstration to interested parties. It is a fully functional prototype capable
of pumping twice its internal volume every revolution. Future development would take the form of customization based on interest
from another industry partner. Commercialization requires tooling to significantly reduce the cost of the pump in a production
environment. Until there is further interest established in the RadMaxTM Pump by an end user, no further work is anticipated.



RadMax® Compressor



The Company actively pursued the development
of high pressure metal seals using the RadMax® Compressor from July 2007 until September 2007. The technical concept of high
pressure metal seals was validated in a prototype compressor test bed that was fabricated from residual hardware. There was no
immediate interest by an industry partner to continue a joint development of the RadMax® Compressor. Until there is further
interest established in the RadMax® Compressor by an end user, no further work will be conducted.



The compressor is
a fully functional prototype design capable of 48 individual compression events every revolution, which represent twice its internal
volume. Future development would take the form of customization based on interest from another industry partner. Commercialization
requires tooling to significantly reduce the cost of the compressor in a production environment.Until there is further
interest established in the RadMaxTM Compressor by an end user, no further work will be conducted.



Corporate



The U.S. Patent and Trademark office issued
patent number US7896630B2 on March 1, 2011, approving 23 claims of RadMax diesel engine technology. The new design claims are far
more advanced than the existing Rand Cam technology patents, and give the Company an additional 20 years of patent technology protection.



Competition and Alternative
Technologies



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 RadMax® Diesel 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.



We believe strong competition can be expected
in the engine market with new patents being taken out on a continuous basis and that we may have a time advantage over some of
the competitive products as far as niche markets which we may enter, however there is no way to accurately determine or predict
whether this situation is or will continue to be true.



The conventional piston type internal combustion
engine is the prime competitor of the RadMax® Diesel Engine. Due to the substantial infrastructure
built up to support the standard combustion engine, substantial barriers to entry exist into this market.



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



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



An extensive manufacturing study
has not been performed to date and it could turn out that the costs to manufacture are prohibitive for one or more reasons. However,
the computer modeling done can be utilized to generate manufacturing drawings which could be used to obtain preliminary costing
estimates.



The development of our business
and its ability to maintain its competitive and technical position has depended and will depend, in part, upon its ability to attract
and retain qualified scientific, engineering, managerial and manufacturing personnel.



Significant competition exists from engine
manufacturers and engineering firms specializing in the development of internal combustion engines technology for the automotive,
marine, motorcycle and small engine industry. Such competition also exists in the pump and compressor markets which may utilize
the Rand Cam technology in their products. Many of these companies have substantially greater resources for research, development
and manufacturing than us. It is possible that our competitors may succeed in developing technologies and products that are more
effective or commercially acceptable. We believe, based on its testing of the RadMax® Diesel Engine
that the engine is a superior overall engine package to the reciprocating piston engine. This assessment is made on the basis of
the RadMax® Diesel Engine’s potential for reduced engine weight and packaging volume,
improved performance, and possibly lower manufacturing costs.



Technology development is taking place on many
fronts and competitors may have, unknown to us, a product or products under development which may be technologically superior to
ours which may be more acceptable to the market. Competition with engines employing Rand Cam technology may also include other
lean burn engines, electric motors, gas turbine engines, solar power and hybrid vehicles, and may include concepts not yet known
to us.











Environmental Matters



Laws and regulations relating to protection of the environment have
not had a material impact on our business.



Availability of Raw Materials



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



Marketing Strategy



We intend to pursue the development of the
RadMax® Diesel Engine 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. 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 RadMax® Diesel Engine. Based on the successful testing, the prototypes will be used for
presentation purposes to potential license and joint venture partners.



We expect revenue from license
agreements with the potential end users based on the success of the design from the compressor, pump, and diesel engine prototypes.
Based on of successful testing of the RadMax 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.



Dependence on Certain
Commercial Agreements



We do not have any material agreements
upon which we are dependent.



Patents



U.S. patent 5,429,084 was granted on July 4,
1995, to James McCann, Brian Cherry, Patrick Badgley and four other individuals for various improvements incorporated in the RC/DC
Engine, This patent has been assigned to us. The patent to the original Rand Cam engine, U.S. Patent 4,401,070, was issued on August
30, 1983 to James McCann and the marketing rights were held by Rand Energy Group, Inc. Reg Technologies Inc. has the worldwide
rights, excluding the United States, which are owned by REGI U.S., Inc. pursuant to agreements with Rand Energy Group, Inc.



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” issued September 3, 1996.



The world wide patents cover Canada and several
countries in Europe, namely, Germany, France, Great Britain, and Italy.



The U.S. Patent and Trademark office issued
patent number US7896630B2 on March 1, 2011, approving 23 claims of RadMax diesel engine technology. The new design claims are far
more advanced than the existing Rand Cam technology patents, and give the Company an additional 20 years of patent technology protection.



Royalty Payments



The August 1992 Agreement calls
for us to pay Rand Energy Group Inc. 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 Energy Group Inc. 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 Energy Group Inc. and REGI U.S. with West Virginia University Research Corporation (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.



Research and Development



Research and development work on the RadMax®
Engine is coordinated and funded by Reg Tech and the Company as to 50% each. We plan to contract with outside individuals,
institutions and companies to perform most of the additional research and development work which we may require to benefit from
our rights to the RadMax® Engine. During the last two fiscal years, we spent $215,589 on
research and development.



Employees



We do not have any employees; the Company and
Reg Technologies share the cost of several part-time employees. Several part-time consultants were contracted. Our legal, accounting,
marketing and administrative functions are contracted out to consultants.



Item 1A. RISK FACTORS



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.











We face risks related to general domestic and global economic
conditions and to the current credit crisis.



We rely on our ability to raise capital through
the sale of our securities. However, the current uncertainty arising out of domestic and global economic conditions, including
the recent disruption in credit markets, poses a risk to the economies in which we operate. Our ultimate success will depend upon
our ability to raise additional capital or to have other parties 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
RadMax® Engine prototypes and our other operations until joint venture or license agreements can be completed.



We are a development stage enterprise.



We are a development stage enterprise and are
subject to all of the attendant business risks associated with a development stage enterprise, including constraints on financial
and personnel resources, lack of established credit facilities, and uncertainties regarding product development and future revenues.
We will continue to be subject to all the risks attendant to a development stage enterprise for the foreseeable future, including
competition, complications and setbacks in the development program, and the need for additional capital.



We have reported losses in each year since
its inception. At April 30, 2012, we had an accumulated deficit of $11,170,679 in accordance with US GAAP. Our history consists
almost entirely of development of its products funded entirely from the sale of our Common Stock in the absence of revenues. We
anticipate that it will continue to incur substantial additional operating losses for at least the next 12 months and expects cumulative
losses to increase as our development efforts expand.



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



We have no assurance that we will be
able to develop a commercially feasible 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 RadMax®
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.











We will require additional financing
and we may not be able to secure the financing necessary to continue our development and operations.



There is no assurance that we will be able
to secure the financing necessary to continue our development and operations. Our expectations as to the amount of funds needed
for development and the timing of the need for these funds is based on our current operating plan, which can change as a result
of many factors, and we could require additional funding sooner than anticipated. Our cash needs may vary materially from those
now planned because of results of development or changes in the focus and direction of our development program, competitive and
technological advances, results of laboratory and field testing, requirements of regulatory agencies and other factors.



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



We have a history of losses and expect
to incur significant losses for the foreseeable future.



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



We have a history of operating losses, and
an accumulated deficit, as of April 30, 2012, of $11,170,679.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 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.



We have no assurance that our products
will receive 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 RadMax®
Engine 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 80 years but only one, the Wankel, has been able to achieve mechanical practicality and
any significant market acceptance. If we are not able to achieve this condition or if we do not remain technologically competitive,
we may be unprofitable and our investors could lose their entire investment. There can be no assurance that we or our potential
licensees will be able to achieve and maintain end user acceptance of our engine.











Our officers lack of experience to manufacture
or market our products.



Assuming we are successful in developing the
RadMax® Diesel Engine, we presently have no proven ability either to manufacture or market
the engine. There is no assurance that we will be able to profitably manufacture and market engines.



Our auditors have indicated that our
losses raise substantial doubt about our ability to continue a going concern.



The report of our independent auditors with
respect to our financial statements included in this Form 10-K includes a "going concern" qualification, indicating that
our losses and deficits in working capital and shareholders' equity raise substantial doubt about our ability to continue as a
going concern. See " Operating and Financial Review and Prospects” and Notes to Financial Statements.



We are dependent upon certain members
of our staff, the loss of which could adversely affect our business.



We are dependent on certain members of our
management and engineering staff, the loss of services of one or more of whom could adversely affect our business. The loss of
any of these key individuals could hamper the successful development of the engine. Our present officers and directors have other
full-time positions or part-time employment unrelated to our business. Some officers and directors will be available to participate
in management decisions on a part-time or as-needed basis only. Our management may devote time to other companies or projects which
may compete directly or indirectly with us. We do not have "key man" life insurance on such officers and currently have
no plans to obtain such insurance. See "Management". Our success also depends on our ability to attract and retain additional
skilled employees.



Certain of the Company’s directors
and officers are also directors and/or officers and/or shareholders of potential competitors of the Company, giving rise to potential
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. Major competitors for our officers and directors’ time are IAS Energy, Inc., Teryl Resources
Corp., Linux Gold Corp. Reg Technologies Inc., Legend Oil and Gas Ltd., American Sierra Gold Corp. and ASAP Expo, Inc., all public
companies listed on the OTC Bulletin Board. and/or the Toronto Venture Exchange.



Our business administrative office is
also the head office of the other four public companies listed above.



Our present office is shared with IAS Energy,
Inc., Teryl Resources Corp., Linux Gold Corp. and Reg Technologies Inc. Although the office space is suitable to our current operations
and the space is not fully occupied, in the event of our expansion or expansion of any of these other companies, we may need to
locate additional space which may cost us more.













We are dependant upon 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 provide the requisite expertise and quality control. There is no assurance that such persons or institutions
will be available when needed at affordable prices. It will likely cost more to have independent companies do research and manufacturing
than for us to handle these resources.



Our business may suffer if we are unable
to adequately protect our 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.



Our engines and planned applications
may contain product errors which could adversely affect our operations.



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



Our competition possesses greater technical
resources and market recognition than us and there is no assurance that we will be able to compete effectively with these companies.



While not a highly competitive business in
terms of numbers of competitors, the business of developing engines of a new design and attempting to either license or produce
them is nonetheless difficult because most existing engine producers are large, well financed companies which are very concerned
about maintaining their market position. These companies possess greater technical resources and market recognition than us, and
have management, financial and other resources not yet available to us. Existing engines are likely to be perceived by many customers
as superior or more reliable than any new product until it has been in the marketplace for a period of time. There is no assurance
that we will be able to compete effectively with these companies.



Market prices for our products may decline
in the future which would have a material adverse effect on our business, financial condition and results of operations.



We anticipate
that market prices for our main products may decline in the future due to increased competition. We expect significant competition
among local and international companies, including from new entrants, may continue to drive equipment prices lower. We also expect
that there may be increases in promotional spending by companies in our industry which would also contribute to increasing movement
of customers between competitors. Such increased competition and the resulting decline of market prices for our products would
have a material adverse effect on our business, financial condition and results of operations.











New technology or refinement of existing
technology could render our Rand Cam products less attractive or obsolete.



New technology or refinement of existing technology
could render our Rand Cam products less attractive or obsolete. Our success depends in part upon its ability to anticipate changes
in technology and industry standards and to successfully develop and introduce new and improved engines on a timely basis. There
is no assurance that we will be able to do so. Accordingly, if we are unable to adapt to changing technologies and to adapt our
product to evolving industry standards, our business will be adversely affected.



Product liability claims asserted against
us in the future could hurt our business.



Product liability claims asserted against us
in the future could hurt our business. If a customer suffers damage from our products, the customer could sue us on product liability
or related grounds, claim damages for data loss or make other claims. We currently do not carry product liability insurance. While
we have not been sued on product liability grounds to date, a successful product liability or related claim brought against us
could harm our business.



Our success may be dependent on the timing
of new product introductions and lack of market acceptance for our new products.



Our future success may be dependent on the
success of our products and services. The success of our business depends on a variety of factors, including:



|● |  | the quality and reliability of our products and services;
|- |  | ---------------------------------------------------------



|● |  | our ability to develop new products and services superior to that of our competitors;
|- |  | -------------------------------------------------------------------------------------



|● |  | our ability to establish licensing relationships and other strategic alliances;
|- |  | -------------------------------------------------------------------------------



|● |  | our pricing policies and the pricing policies of our competitors;
|- |  | -----------------------------------------------------------------



|● |  | our ability to introduce new products and services before our competitors;
|- |  | --------------------------------------------------------------------------



|● |  | our ability to successfully advertise our products and services; and
|- |  | --------------------------------------------------------------------



|● |  | general economic trends.
|- |  | ------------------------



We may be affected by other factors which
may have an adverse effect on our business.



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.



There is only a limited public
market for our common shares on the OTC Bulletin and those markets are extremely volatile.



There is only a limited public market
for our common shares on the OTC Bulletin Board and there is a risk that a broader or more active public trading market for our
common shares will never develop, or be sustained, or that current trading levels will not be sustained.



The market price for our common shares on the
OTC Bulletin Board has been and we anticipate will continue to be extremely volatile and subject to significant price and volume
fluctuations in response to a variety of external and internal factors. This is especially true with respect to emerging companies
such as ours. Examples of external factors, which can generally be described as factors that are unrelated to the operating performance
or financial condition of any particular company, include changes in interest rates and worldwide economic and market conditions,
as well as changes in industry conditions, such as regulatory and environment rules, and announcements of technology innovations
or new products by other companies. Examples of internal factors, which can generally be described as factors that are directly
related to our consolidated financial condition or results of operations, would include release of reports by securities analysts
and announcements we may make from time-to-time relative to our operating performance, advances in technology or other business
developments.











Because we have a limited operating history
and no profits to date, the market price for the common shares is more volatile than that of a seasoned issuer. Changes in the
market price of the common shares, for example, may have no connection with our operating results or prospects. No predictions
or projections can be made as to what the prevailing market price for the common shares will be at any time, or as to what effect,
if any, that the sale of shares or the availability of common shares for sale at any time will have on the prevailing market price.



You will be subject to the penny stock
rules to the extent our stock price on the OTC Bulletin Board is less than $5.00.



Since the common shares are not listed on a
national stock exchange or quoted on the NASDAQ Market within the United States, trading in the common shares on the OTC Electronic
Bulletin Board is subject, to the extent the market price for the common shares is less than $5.00 per share, to a number of regulations
known as the "penny stock rules". The penny stock rules require a broker-dealer to deliver a standardized risk disclosure
document prepared by the SEC, to provide the customer with additional information including current bid and offer quotations for
the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, monthly account statements showing
the market value of each penny stock held in the customer's account, and to make a special written determination that the penny
stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. To the extent
these requirements may be applicable they will reduce the level of trading activity in the secondary market for the common shares
and may severely and adversely affect the ability of broker-dealers to sell the common shares.



You should not expect to receive dividends.



We intend to retain any future earnings to
finance our business and operations and any future growth. Therefore, we do not anticipate paying any cash dividends in the foreseeable
future.



ITEM 1B. UNRESOLVED STAFF COMMENTS



None.



ITEM 2. PROPERTIES



We own no properties. We currently utilize
office space in a commercial business park building located in Richmond, British Columbia, Canada, a suburb of Vancouver, shared
by several companies related by common officers and directors. We do not pay rent for this office space. 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. In addition, we have access to a facility for research and development leased by Reg
Tech. This facility is also in Richmond, British Columbia, Canada.



There are no current plans to purchase or lease
any properties in the near future.











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. MINESAFETY DISCLOSURES



Not Applicable



PART II



ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES



Market Information



There is a limited public market for our common
stock which currently trades on the OTC Bulletin Board under the symbol "RGUS.OB" where it has been traded since September
21, 1994. The common stock has traded between $0.035 and $6.75 per share since that date.



There is also a limited public market for our
common stock which began trading on May 1, 2006, on the Frankfurt Stock Exchange under the symbol (RGJ). International Security
Identification Number (ISIN/CUSIP) number is US7589431045.



The following table sets forth the high and
low bid 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.



|                               |  |  | High  $ |      |  | Low$ | 
|------------------------------ |  |  | ------- | ---- |  | ---- | 
|Quarter ended July 31, 2010    |  |  |         | 0.38 |  |      | 
|Quarter ended October 31, 2010 |  |  |         | 0.30 |  |      | 
|Quarter ended January 31, 2011 |  |  |         | 0.27 |  |      | 
|Quarter ended April 30, 2011   |  |  |         | 0.25 |  |      | 
|Quarter ended July 31, 2011    |  |  |         | 0.22 |  |      | 
|Quarter ended October 31, 2011 |  |  |         | 0.20 |  |      | 
|Quarter ended January 31, 2012 |  |  |         | 0.17 |  |      | 
|Quarter ended April 30, 2012   |  |  |         | 0.17 |  |      | 



The following table shows the high and low
bid prices of our stock traded on the OTC Bulletin Board during the most recent six months, for each month as follows:



|              |  |  | High $ |      |  | Low $ | 
|------------- |  |  | ------ | ---- |  | ----- | 
|February 2012 |  |  |        | 0.17 |  |       | 
|March 2012    |  |  |        | 0.17 |  |       | 
|April 2012    |  |  |        | 0.17 |  |       | 
|May 2012      |  |  |        | 0.17 |  |       | 
|June 2012     |  |  |        | 0.17 |  |       | 
|July 2012     |  |  |        | 0.17 |  |       | 











Holders



Asof August
14, 2012, there were 30,065,671 shares of common stock outstanding, held by 264 shareholders of record.



Transfer Agent



Our transfer agent is Nevada Agency and Transfer
Company, 50 West Liberty Street, Suite 880 Reno, Nevada 89501; Phone: 775-322-0626; Fax: 775-322-5623.



Dividends



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.



Securities authorized for issuance under
equity compensation plans.



The Company is authorized
to issue up to 100,000,000 shares of common stock, without par value. As of August 14, 2012, there were 30,065,671shares of common stock issued and outstanding. Each share of Common Stock is entitled to one vote on all matters submitted
for shareholder approval.



Recent Sales of Unregistered Securities



During
the period covered by this report we sold the following previously unreported, unregistered securities:



During the year ended April 30, 2012, we issued
27,000 common stocks for options exercised at $1.30 per share.



During the year ended April 30, 2012, we issued
121,200 common shares for gross cash proceeds of $12,120 at $0.10 per share.



Between May and June 2012, we sold 1,150,000
common shares for cash proceeds of $115,000 at $0.10 per share.



On July 31, 2012 we issued 17,647 common shares
for stock options exercised at $0.17 per share.



All of these securities were issued without
a prospectus, pursuant to exemptions found in Regulation S of the Securities Act of 1933, as amended.



ITEM 6. SELECTED FINANCIAL DATA.



Not applicable.











ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.



Overview



The following discussion should be read in
conjunction with audited financial statements of the Company and unaudited consolidated financial statements of our company and
the related notes that appear elsewhere in this annual report.



The following discussion contains forward-looking
statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the
forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed
below and elsewhere in this annual report, particularly in the section entitled “Risk Factors”.



The audited financial statements of the Company
are stated in U.S. dollars and are prepared in accordance with United States generally accepted accounting principles.



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 RadMax® 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 incurred net losses to date totaling $13,270,887 and further losses are expected until
we complete a licensing agreement with a manufacturer and reseller. At April 30, 2012, we had working capital deficiency of $1,746,664.
Our only asset is cash of $44 as of April 30, 2012. 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.



Results of Operations



Results of operations
for the year ended April 30, 2012 compared to the year endedApril 30, 2011



There were no revenues from product licensing
during 2012 or 2011.



Net loss
increased from $239,183 in 2011 to $388,202, mainly due to the decrease in gain on the fair value
of derivative liabilities of $322,707 in 2011 to $72,415 in 2012, both calculated using Black
Scholes valuation model d market conditions include stock trading price volatilities, risk free interests date, expected life of
the instruments as well as expected dividends at the dates of the evaluation.



During 2012
the Company incurred interest expense of $410 on promissory note of $24,000 from Teryl Resources Corp., a company with common officer
and director.



The Company
incurred a loss from operation of $460,207 in 2012 compared to a loss of $561,890 in 2011, a
decrease in loss of $101,683.



Non-cash
based general and administrative expenses including shares issued for consulting services valued at $35,100 in 2012 compared to
$46,800 in 2011. Option based compensation decreased from $66,080 in 2011 to $30,844 in 2012 as more stock options vested in 2011
than in 2012.











During 2012
we incurred gain on foreign exchange of $146, an increase from a loss on foreign exchange of $2,619 in 2011.



Changes in
cash-based expenses from 2011 to 2012 are as follows:



|● |  | Research and development expenses increased from
$101,093 in 2011 to $114,496 in 2012, resulting from change in stage of research.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------



|● |  | Consulting and management fees decreased from $192,080
in 2011 to $163,566, because our former vice president resigned after the end of first quarter of 2012 resulting in our donated
management service reduced by $22,500 in 2012.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|● |  | Professional fees including legal, accounting, audit
and auditors’ review expenses decreased from $58,179 in 2011 to $34,499 in 2012 due to the Company’s continuing effort
in streamlining the operations.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|● |  | Wages and benefits and office administrative expenses
decreased from $81,118 in 2011 to $71,039 due to our continuing effort to streamline our operations.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------



|● |  | Shareholder communication and investor relations
decreased from $42,682 in 2011 to $30,619 in 2012 and travel expenses decreased from $6,715 in 2011 to $264 in 2012 due to our
continuing effort to utilize more efficient communication to our shareholders and potential shareholders.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|● |  | Transfer agent and filing fees increased from $9,479
in 2011 to $14,124 in 2012 due to the SEC’s increased requirements for filings on EDGAR starting from 2012.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



Our basic and diluted loss per share was $0.01
for both 2011 and 2012.



LIQUIDITY AND CAPITAL RESOURCES



During the year ended April 30, 2012, we financed
our operations mainly through net proceeds of $237,741 borrowedfrom related parties and $12,120
from sale of our private placement units.



The total amount owing to related parties is
$1,544,451 representing 88% of our total liabilities as of April 30, 2012. This funding was necessary with a downturn in the financial
market to complete the RadMax engine and place the Company in a position to attain profit.



During the year ended April 30, 2012 we issued
a promissory note for outstanding balance of $24,000 to Teryl Resources Corp, which bears simple interest rate of 6% per annum
and is unsecured and repayable upon demand.



The remaining balances owing to related parties
are non-interest bearing, 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 the Company if further funds
are needed.



As of April 30, 2012, we had a working capital
deficiency of $1,746,664. We receive interim support from our related parties and will raise additional funds from equity financing.
We also plan to raise funds through loans from Reg Tech and Rand Energy.



The audited consolidated financial statements
have been prepared assuming that the Company will continue as a going-concern. As discussed in Note 2 to the consolidated financial
statements, the Company has no revenues and limited capital, which together raise substantial doubt about its ability to continue
as a going-concern. Management plans in regard to these matters are also described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.











We have been successful in the past in acquiring
capital through the issuance of shares of our Common Stock, and through advances from related parties.



We anticipate that our cash requirements for
the fiscal year ending April 30, 2012 will remain consistent with those for the fiscal year ended April 30, 2011.



These research and development costs are identified
as master design integrator, prototype fabrication, and labour expense, and are estimated to be at $70,000 over the next 6 months.



Off-Balance Sheet Arrangements



As of April 30, 2012, we had no off-balance
sheet arrangements, including any outstanding derivative financial statements, off-balance sheet guarantees, interest rate swap
transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE
ABOUT MARKET RISK.



Pursuant to Item 305(e) of Regulation S-K (§
229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,”
as defined by Rule 229.10(f)(1).



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA



|                                                                         |  |  | Page       | 
|------------------------------------------------------------------------ |  |  | ---------- | 
|Audited Financial Statements for the Years ended April 30, 2012 and 2011 |  |  | F-1 – F-17 | 

Our consolidated financial statements are stated in United States dollars and are prepared in accordance with United States Generally
Accepted Accounting Principles.



The following consolidated financial statements
are filed as part of this annual report:



|- |  | Report of Independent Registered Public Accounting Firm dated August 14, 2012
|- |  | -----------------------------------------------------------------------------



|- |  | Consolidated Balance Sheets as of April 30, 2012 and 2011
|- |  | ---------------------------------------------------------



|- |  | Consolidated Statements of Expenses for the year ended April 30, 2012 and 2011 and
for July 27, 1992 (inception) to April 30, 2012 with July 27, 1992 (inception) to April 30, 2008 unaudited
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|- |  | Consolidated Statements of Cash Flows for the year ended April 30, 2012 and 2011 and
for July 27, 1992 (inception) to April 30, 2012 with July 27, 1992 (inception) to April 30, 2008 unaudited
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|- |  | Consolidated Statements of Stockholders’ Equity (Deficit) from July 27, 1992
(inception) to April 30, 2012 with July 27, 1992 (inception) to April 30, 2008 unaudited
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



|- |  | Notes to the Consolidated Financial Statements.
|- |  | -----------------------------------------------











REGI U.S., Inc.

(A Development Stage
Company)

Consolidated Financial
Statements



|Report of Independent Registered Public Accounting Firm   |  | F-2 
|--------------------------------------------------------- |  | ----
|                                                          |  |     
|Consolidated Balance Sheets                               |  | F-3 
|                                                          |  |     
|Consolidated Statements of Expenses                       |  | F-4 
|                                                          |  |     
|Consolidated Statements of Cash Flows                     |  | F-5 
|                                                          |  |     
|Consolidated Statements of Stockholders’ Equity (Deficit) |  | F-6 
|                                                          |  |     
|Notes to the Consolidated Financial Statements            |  | F-10











REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM



To the Board of Directors and Shareholders of

REGI U.S., Inc.

(A Development Stage Company)

Richmond, BC, Canada



We have audited the accompanying
consolidated balance sheets of REGI U.S., Inc. and its subsidiary, (A Development Stage Company) (collectively, the “Company”)
as of April 30, 2012 and 2011 and the related consolidated statements of expenses, changes in stockholders’ equity (deficit)
and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.



We conducted our audits
in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material
misstatements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial
statement presentation. We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the consolidated
financial statements referred to above present fairly, in all material respects, the consolidated financial position of REGI U.S.,
Inc. and its subsidiarythe Company as of April 30, 2012 and 2011 and the consolidated results of theirits operations and theirits
cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



The accompanying consolidated
financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has negative working capital and suffered recurring losses from operations, which
raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are
described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of
this uncertainty.



|/s/ MaloneBailey, LLP | 
|--------------------- | 
|www.malonebailey.com  | 
|Houston, Texas        | 
|                      | 
|August 14, 2012       | 











|REGI U.S., Inc.              
|-----------------------------
|(A Development Stage Company)
|Consolidated Balance Sheets  
|                             



|                                                           |  | April 30, |            
|---------------------------------------------------------- |  | --------- | -----------
|                                                           |  | 2012      |            
|ASSETS                                                     |  |           |            
|Current Assets:                                            |  |           |            
|Cash and cash equivalents                                  |  | $         | 44         
|                                                           |  |           |            
|Total Assets                                               |  | $         | 44         
|                                                           |  |           |            
|LIABILITIES AND STOCKHOLDERS’ DEFICIT                      |  |           |            
|Current Liabilities:                                       |  |           |            
|Bank overdraft                                             |  | $         | 251        
|Accounts payable and accrued liabilities                   |  |           | 202,006    
|Due to related parties                                     |  |           | 1,544,451  
|Derivative liabilities                                     |  |           | -          
|Total Current Liabilities                                  |  |           | 1,746,708  
|                                                           |  |           |            
|Stockholders’ Deficit:                                     |  |           |            
|Common stock, 100,000,000 shares authorized, no par value, |  |           |            
|28,898,024 and 28,749,824 shares issued and outstanding,   |  |           |            
|respectively                                               |  |           | 9,424,015  
|Deficit accumulated during the development stage           |  |           | (11,170,679
|Total Stockholders’ Deficit                                |  |           | (1,746,664 
|                                                           |  |           |            
|Total Liabilities and Stockholders’ Deficit                |  | $         | 44         

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











|REGI U.S., Inc.                            
|-------------------------------------------
|(A Development Stage Company)              
|Consolidated
        Statements of Expenses
|                                           



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



|                                                        |  |             |  |             |  | July 27, 1992 
|------------------------------------------------------- |  | ----------- |  | ----------- |  | --------------
|                                                        |  | Years Ended |  | (Inception)
|                                                        |  | April 30,   |  | Through    
|                                                        |  | 2012        |  | 2011        |  | April 30, 2012
|                                                        |  |             |  |             |  | (Unaudited)   
|Operating Expenses:                                     |  |             |  |             |  |               
|Amortization                                            |  | $ -         |  | $ -         |  | $ 130,533     
|General and administrative                              |  | 345,711     |  | 460,797     |  | 8,903,135     
|Impairment loss                                         |  | -           |  | -           |  | 72,823        
|Gain on settlement of accounts payable                  |  | -           |  | -           |  | (200,351)     
|Research and development                                |  | 114,496     |  | 101,093     |  | 4,644,825     
|                                                        |  |             |  |             |  |               
|Loss from operations                                    |  | (460,207)   |  | (561,890)   |  | (13,550,965)  
|                                                        |  |             |  |             |  |               
|Other Income (Expense)                                  |  |             |  |             |  |               
|Interest expense                                        |  | (410)       |  | -           |  | (410)         
|Gain on change in fair value of derivative liabilities  |  | 72,415      |  | 322,707     |  | 280,488       
|                                                        |  |             |  |             |  |               
|Net Loss                                                |  | $ (388,202) |  | $ (239,183) |  | $ (13,270,887)
|                                                        |  |             |  |             |  |               
|Net loss per share – basic and diluted                  |  | $ (0.01)    |  | $ (0.01)    |  |               
|                                                        |  |             |  |             |  |               
|Weighted average shares outstanding – basic and diluted |  | 28,809,000  |  | 28,731,000  |  |               



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











|REGI U.S., Inc.                      
|-------------------------------------
|(A Development Stage Company)        
|Consolidated Statements of Cash Flows
|                                     




|                                                     |  |             |  |             |  | July 27, 1992 
|---------------------------------------------------- |  | ----------- |  | ----------- |  | --------------
|                                                     |  | Years Ended |  | (Inception)
|                                                     |  | April 30,   |  | Through    
|                                                     |  | 2012        |  | 2011        |  | April 30, 2012
|                                                     |  |             |  |             |  | (Unaudited)   
|                                                     |  |             |  |             |  |               
|Cash flows from operating activities:                |  |             |  |             |  |               
|Net Loss                                             |  | $ (388,202) |  | $ (239,183) |  | $ (13,270,887)
|Adjustments to reconcile loss to net cash            |  |             |  |             |  |               
|used by operating activities:                        |  |             |  |             |  |               
|Amortization                                         |  | -           |  | -           |  | 130,533       
|Donated services                                     |  | 127,500     |  | 150,000     |  | 1,575,000     
|Impairment loss                                      |  | -           |  | -           |  | 72,823        
|Shares issued for services                           |  | 35,100      |  | 46,800      |  | 428,900       
|Options and warrants issued for services             |  | 30,844      |  | 66,080      |  | 1,471,138     
|Amortization of deferred compensation                |  | -           |  | -           |  | 373,795       
|Gain on settlement of accounts payable               |  | -           |  | -           |  | (200,351)     
|Gain on change in fair value of derivative liability |  | (72,415)    |  | (322,707)   |  | (280,488)     
|Write-off of intellectual property                   |  | -           |  | -           |  | 578,509       
|Changes in operating assets and liabilities:         |  |             |  |             |  |               
|Accounts receivable                                  |  | -           |  | -           |  | (3,000)       
|Prepaid expenses                                     |  | -           |  | 5,722       |  | -             
|Accounts payable and accrued liabilities             |  | 16,670      |  | 6,381       |  | 410,923       
|Net cash used in operating activities                |  | (250,503)   |  | (286,907)   |  | (8,713,105)   
|                                                     |  |             |  |             |  |               
|Cash flows from investing activities:                |  |             |  |             |  |               
|Patent protection costs                              |  | -           |  | -           |  | (38,197)      
|Advances to related parties                          |  | -           |  | -           |  | (260,136)     
|Collection of advances to related parties            |  | -           |  | 4,413       |  | 260,136       
|Purchase of equipment                                |  | -           |  | -           |  | (198,419)     
|Net cash provided by (used in) investing activities  |  | -           |  | 4,413       |  | (236,616)     
|                                                     |  |             |  |             |  |               
|Cash flows from financing activities                 |  |             |  |             |  |               
|Advances from related parties                        |  | 237,741     |  | 286,507     |  | 1,855,288     
|Bank overdraft                                       |  | 251         |  | (4,736)     |  | 251           
|Proceeds from convertible debentures                 |  | -           |  | -           |  | 5,000         
|Proceeds from the exercise of options                |  | -           |  | -           |  | 5,000         
|Proceeds from the sale of common stock               |  | 12,120      |  | -           |  | 7,084,226     
|Net cash provided by financing activities            |  | 250,112     |  | 281,771     |  | 8,949,765     
|                                                     |  |             |  |             |  |               
|Net increase (decrease) in cash and cash equivalents |  | (391)       |  | (723)       |  | 44            
|Cash and cash equivalents, beginning of period       |  | 435         |  | 1,158       |  | -             
|Cash and cash equivalents, end of period             |  | $ 44        |  | $ 435       |  | $ 44          
|                                                     |  |             |  |             |  |               
|Supplemental Disclosures:                            |  |             |  |             |  |               
|Interest paid                                        |  | $ -         |  | $ -         |  | $ -           
|Income tax paid                                      |  | -           |  | -           |  | -             
|Non-Cash Investing and Financing Activities:         |  |             |  |             |  |               
|Cumulative effect of change in accounting principal  |  | $ -         |  | $ -         |  | $ 280,488     
|Warrants issued for equity line of credit            |  | -           |  | -           |  | 1,561,406     
|Shares issued to settle debt                         |  | -           |  | -           |  | 496,000       
|Shares issued for convertible debenture              |  | -           |  | -           |  | 5,000         
|Shares issued for intellectual property              |  | -           |  | -           |  | 345,251       
|Affiliate’s shares issued for intellectual property  |  | -           |  | -           |  | 200,000       



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











|REGI U.S., Inc.                                                                                                                         
|----------------------------------------------------------------------------------------------------------------------------------------
|(A Development Stage Company)                                                                                                           
|Consolidated Statements of Changes in Stockholders’ Equity (Deficit)                                                                    
|For the period from July 27, 1992 (Inception) through April 30, 2012 with the period from July 27, 1992 through April 30, 2008 Unaudited
|                                                                                                                                        



|                                                                                                                                                                                                                                            |              |  |             |  |            |  |              |  | Deficit        |  |              
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------ |  | ----------- |  | ---------- |  | ------------ |  | -------------- |  | -------------
|                                                                                                                                                                                                                                            |              |  |             |  |            |  |              |  | Accumulated    |  | Total        
|                                                                                                                                                                                                                                            |              |  |             |  | Common     |  |              |  | During the     |  | Stockholders’
|                                                                                                                                                                                                                                            | Common Stock |  | Stock       |  | Deferred   |  | Development  |  | Equity        
|                                                                                                                                                                                                                                            | Shares       |  | Amount      |  | Subscribed |  | Compensation |  | Stage          |  | (Deficit)    
|Balances – July 27, 1992 (Inception)                                                                                                                                                                                                        | -            |  | $ -         |  | $ -        |  | $ -          |  | $ -            |  | $ -          
|Stock issued for intellectual property                                                                                                                                                                                                      | 5,700,000    |  | 57,000      |  | -          |  | -            |  | -              |  | 57,000       
|Stock issued for cash                                                                                                                                                                                                                       | 300,000      |  | 3,000       |  | -          |  | -            |  | -              |  | 3,000        
|Net loss                                                                                                                                                                                                                                    | -            |  | -           |  | -          |  | -            |  | (23,492)       |  | (23,492)     
|Balances – April 30, 1993                                                                                                                                                                                                                   | 6,000,000    |  | 60,000      |  | -          |  | -            |  | (23,492)       |  | 36,508       
|Stock issued for cash pursuant to a                                                                                                                                                                                                         |              |  |             |  |            |  |              |  |                |  |              
|public offering                                                                                                                                                                                                                             | 500,000      |  | 500,000     |  | -          |  | -            |  | -              |  | 500,000      
|Net loss                                                                                                                                                                                                                                    | -            |  | -           |  | -          |  | -            |  | (394,263)      |  | (394,263)    
|Balances – April 30, 1994                                                                                                                                                                                                                   | 6,500,000    |  | 560,000     |  | -          |  | -            |  | (417,755)      |  | 142,245      
|Stock issued for cash pursuant to:                                                                                                                                                                                                          |              |  |             |  |            |  |              |  |                |  |              
|Options exercised                                                                                                                                                                                                                           | 10,000       |  | 1,000       |  | -          |  | -            |  | -              |  | 1,000        
|Private placement                                                                                                                                                                                                                           | 250,000      |  | 562,500     |  | -          |  | -            |  | -              |  | 562,500      
|Warrants exercised                                                                                                                                                                                                                          | 170,200      |  | 213,000     |  | -          |  | -            |  | -              |  | 213,000      
|Net loss                                                                                                                                                                                                                                    | -            |  | -           |  | -          |  | -            |  | (1,225,743)    |  | (1,225,743)  
|Balances – April 30, 1995                                                                                                                                                                                                                   | 6,930,200    |  | 1,336,500   |  | -          |  | -            |  | (1,643,498)    |  | (306,998)    
|Stock issued for cash pursuant to:                                                                                                                                                                                                          |              |  |             |  |            |  |              |  |                |  |              
|Options exercised                                                                                                                                                                                                                           | 232,500      |  | 75,800      |  | -          |  | -            |  | -              |  | 75,800       
|Warrants exercised                                                                                                                                                                                                                          | 132,200      |  | 198,300     |  | -          |  | -            |  | -              |  | 198,300      
|A private offering                                                                                                                                                                                                                          | 341,000      |  | 682,000     |  | -          |  | -            |  | -              |  | 682,000      
|Net loss                                                                                                                                                                                                                                    | -            |  | -           |  | -          |  | -            |  | (796,905)      |  | (796,905)    
|Balances – April 30, 1996                                                                                                                                                                                                                   | 7,635,900    |  | 2,292,600   |  | -          |  | -            |  | (2,440,403)    |  | (147,803)    
|Stock issued for cash pursuant to:                                                                                                                                                                                                          |              |  |             |  |            |  |              |  |                |  |              
|Options exercised                                                                                                                                                                                                                           | 137,000      |  | 13,700      |  | -          |  | -            |  | -              |  | 13,700       
|Warrants exercised                                                                                                                                                                                                                          | 185,400      |  | 278,100     |  | -          |  | -            |  | -              |  | 278,100      
|Private placements                                                                                                                                                                                                                          | 165,000      |  | 257,500     |  | -          |  | -            |  | -              |  | 257,500      
|Net loss                                                                                                                                                                                                                                    | -            |  | -           |  | -          |  | -            |  | (510,184)      |  | (510,184)    
|Balances – April 30, 1997                                                                                                                                                                                                                   | 8,123,300    |  | 2,841,900   |  | -          |  | -            |  | (2,950,587)    |  | (108,687)    
|Stock issued for cash pursuant to:                                                                                                                                                                                                          |              |  |             |  |            |  |              |  |                |  |              
|Options exercised                                                                                                                                                                                                                           | 50,000       |  | 5,000       |  | -          |  | -            |  | -              |  | 5,000        
|A units offering                                                                                                                                                                                                                            | 500,000      |  | 500,000     |  | -          |  | -            |  | -              |  | 500,000      
|Stock issued for acquisition of                                                                                                                                                                                                             |              |  |             |  |            |  |              |  |                |  |              
|AVFS rights                                                                                                                                                                                                                                 | 400,000      |  | 288,251     |  | -          |  | -            |  | -              |  | 288,251      
|Stock issued for services                                                                                                                                                                                                                   | 125,000      |  | 170,250     |  | -          |  | -            |  | -              |  | 170,250      
|Stock issued to settle accrued liability                                                                                                                                                                                                    | 50,000       |  | 25,000      |  | -          |  | -            |  | -              |  | 25,000       
|Net loss                                                                                                                                                                                                                                    | -            |  | -           |  | -          |  | -            |  | (580,901)      |  | (580,901)    
|Balances – April 30, 1998                                                                                                                                                                                                                   | 9,248,300    |  | 3,830,401   |  | -          |  | -            |  | (3,531,488)    |  | 298,913      
|Stock issued for services                                                                                                                                                                                                                   | 100,000      |  | 71,046      |  | -          |  | -            |  | -              |  | 71,046       
|Net loss                                                                                                                                                                                                                                    | -            |  | -           |  | -          |  | -            |  | (397,924)      |  | (397,924)    
|Balances – April 30, 1999                                                                                                                                                                                                                   | 9,348,300    |  | 3,901,447   |  | -          |  | -            |  | (3,929,412)    |  | (27,965)     
|Stock issued for cash pursuant to:                                                                                                                                                                                                          |              |  |             |  |            |  |              |  |                |  |              
|A private placement                                                                                                                                                                                                                         | 852,101      |  | 639,075     |  | -          |  | -            |  | -              |  | 639,075      
|Cash commission paid                                                                                                                                                                                                                        | -            |  | (47,607)    |  | -          |  | -            |  | -              |  | (47,607)     
|Warrants exercised                                                                                                                                                                                                                          | 17,334       |  | 17,334      |  | -          |  | -            |  | -              |  | 17,334       
|Stock-based compensation                                                                                                                                                                                                                    | -            |  | 15,417      |  | -          |  | -            |  | -              |  | 15,417       
|Net loss                                                                                                                                                                                                                                    | -            |  | -           |  | -          |  | -            |  | (413,495)      |  | (413,495)    
|Balances – April 30, 2000                                                                                                                                                                                                                   | 10,217,735   |  | 4,525,666   |  | -          |  | -            |  | (4,342,907)    |  | 182,759      
|Stock issued for cash pursuant to                                                                                                                                                                                                           |              |  |             |  |            |  |              |  |                |  |              
|warrants exercised                                                                                                                                                                                                                          | 4,000        |  | 2,000       |  | -          |  | -            |  | -              |  | 2,000        
|Stock-based compensation                                                                                                                                                                                                                    | -            |  | 18,500      |  | -          |  | -            |  | -              |  | 18,500       
|Stock to be issued                                                                                                                                                                                                                          | -            |  | -           |  | 72,000     |  | -            |  | -              |  | 72,000       
|Net loss                                                                                                                                                                                                                                    | -            |  | -           |  | -          |  | -            |  | (808,681)      |  | (808,681)    
|Balances – April 30, 2001                                                                                                                                                                                                                   | 10,221,735   |  | 4,546,166   |  | 72,000     |  | -            |  | (5,151,588)    |  | (533,422)    
|Stock issued for cash pursuant to a                                                                                                                                                                                                         |              |  |             |  |            |  |              |  |                |  |              
|private placement                                                                                                                                                                                                                           | 1,066,200    |  | 266,550     |  | (72,000)   |  | -            |  | -              |  | 194,550      
|Amount receivable                                                                                                                                                                                                                           | -            |  | (3,000)     |  | -          |  | -            |  | -              |  | (3,000)      
|Stock-based compensation                                                                                                                                                                                                                    | -            |  | 3,083       |  | -          |  | -            |  | -              |  | 3,083        
|Net loss                                                                                                                                                                                                                                    | -            |  | -           |  | -          |  | -            |  | (156,090)      |  | (156,090)    
|Balances – April 30, 2002                                                                                                                                                                                                                   | 11,287,935   |  | 4,812,799   |  | -          |  | -            |  | (5,307,678)    |  | (494,879)    
|Stock issued to settle debt                                                                                                                                                                                                                 | 6,100,000    |  | 305,000     |  | -          |  | -            |  | -              |  | 305,000      
|Stock issued for services                                                                                                                                                                                                                   | 250,000      |  | 16,500      |  | -          |  | -            |  | -              |  | 16,500       
|Stock issued for convertible                                                                                                                                                                                                                |              |  |             |  |            |  |              |  |                |  |              
|debenture                                                                                                                                                                                                                                   | 50,000       |  | 5,000       |  | -          |  | -            |  | -              |  | 5,000        
|Stock to be issued                                                                                                                                                                                                                          | -            |  | -           |  | 25,968     |  | -            |  | -              |  | 25,968       
|Donated consulting services                                                                                                                                                                                                                 | -            |  | 187,500     |  | -          |  | -            |  | -              |  | 187,500      
|Net loss                                                                                                                                                                                                                                    | -            |  | -           |  | -          |  | -            |  | (220,972)      |  | (220,972)    
|Balances – April 30, 2003                                                                                                                                                                                                                   | 17,687,935   |  | 5,326,799   |  | 25,968     |  | -            |  | (5,528,650)    |  | (175,883)    
|Donated consulting services                                                                                                                                                                                                                 | -            |  | 210,000     |  | -          |  | -            |  | -              |  | 210,000      
|Stock issued for cash pursuant to a                                                                                                                                                                                                         |              |  |             |  |            |  |              |  |                |  |              
|private placement                                                                                                                                                                                                                           | 173,120      |  | 25,968      |  | (25,968)   |  | -            |  | -              |  | -            
|Stock issued for cash pursuant to:                                                                                                                                                                                                          |              |  |             |  |            |  |              |  |                |  |              
|Warrants exercised                                                                                                                                                                                                                          | 550,000      |  | 86,000      |  | -          |  | -            |  | -              |  | 86,000       
|Stock options exercised                                                                                                                                                                                                                     | 100,000      |  | 20,000      |  | -          |  | -            |  | -              |  | 20,000       
|Stock-based compensation                                                                                                                                                                                                                    | -            |  | 78,184      |  | -          |  | (78,184)     |  | -              |  | -            
|Stock issued for services                                                                                                                                                                                                                   | 400,000      |  | 92,000      |  | -          |  | (92,000)     |  | -              |  | -            
|Stock issued to settle debt                                                                                                                                                                                                                 | 3,320,000    |  | 166,000     |  | -          |  | -            |  | -              |  | 166,000      
|Deferred compensation                                                                                                                                                                                                                       | -            |  | -           |  | -          |  | 142,355      |  | -              |  | 142,355      
|Net loss                                                                                                                                                                                                                                    | -            |  | -           |  | -          |  | -            |  | (609,913)      |  | (609,913)    
|Balances – April 30, 2004                                                                                                                                                                                                                   | 22,231,055   |  | 6,004,951   |  | -          |  | (27,829)     |  | (6,138,563)    |  | (161,441)    
|Stock issued for services                                                                                                                                                                                                                   | 150,000      |  | 24,000      |  | -          |  | (24,000)     |  | -              |  | -            
|Stock issued for cash pursuant to:                                                                                                                                                                                                          |              |  |             |  |            |  |              |  |                |  |              
|Options exercised                                                                                                                                                                                                                           | 133,750      |  | 29,750      |  | -          |  | -            |  | -              |  | 29,750       
|Warrants exercised                                                                                                                                                                                                                          | 173,120      |  | 34,624      |  | -          |  | -            |  | -              |  | 34,624       
|Private placement                                                                                                                                                                                                                           | 1,032,800    |  | 258,200     |  | -          |  | -            |  | -              |  | 258,200      
|Stock-based compensation                                                                                                                                                                                                                    | -            |  | 23,304      |  | -          |  | -            |  | -              |  | 23,304       
|Donated consulting services                                                                                                                                                                                                                 | -            |  | 150,000     |  | -          |  | -            |  | -              |  | 150,000      
|Deferred compensation                                                                                                                                                                                                                       | -            |  | -           |  | -          |  | 38,829       |  | -              |  | 38,829       
|Net loss                                                                                                                                                                                                                                    | -            |  | -           |  | -          |  | -            |  | (584,889)      |  | (584,889)    
|Balances – April 30, 2005                                                                                                                                                                                                                   | 23,720,725   |  | 6,524,829   |  | -          |  | (13,000)     |  | (6,723,452)    |  | (211,623)    
|Re-class deferred compensation to                                                                                                                                                                                                           |              |  |             |  |            |  |              |  |                |  |              
|common stock                                                                                                                                                                                                                                | -            |  | (13,000)    |  | -          |  | 13,000       |  | -              |  | -            
|Stock issued for cash pursuant to:                                                                                                                                                                                                          |              |  |             |  |            |  |              |  |                |  |              
|Options exercised                                                                                                                                                                                                                           | 212,000      |  | 53,313      |  | -          |  | -            |  | -              |  | 53,313       
|Warrants exercised                                                                                                                                                                                                                          | 406,400      |  | 142,240     |  | -          |  | -            |  | -              |  | 142,240      
|Private placement                                                                                                                                                                                                                           | 1,500,000    |  | 881,088     |  | -          |  | -            |  | -              |  | 881,088      
|Common stock subscribed                                                                                                                                                                                                                     | -            |  | -           |  | 3,750      |  | -            |  | -              |  | 3,750        
|Stock-based compensation                                                                                                                                                                                                                    | -            |  | 124,793     |  | -          |  | -            |  | -              |  | 124,793      
|Deferred compensation                                                                                                                                                                                                                       | -            |  | 12,000      |  | -          |  | -            |  | -              |  | 12,000       
|Donated consulting services                                                                                                                                                                                                                 | -            |  | 150,000     |  | -          |  | -            |  | -              |  | 150,000      
|Net loss                                                                                                                                                                                                                                    | -            |  | -           |  | -          |  | -            |  | (1,055,358)    |  | (1,055,358)  
|Balances – April 30, 2006                                                                                                                                                                                                                   | 25,839,125   |  | 7,875,263   |  | 3,750      |  | -            |  | (7,778,810)    |  | 100,203      
|Stock issued for cash pursuant to:                                                                                                                                                                                                          |              |  |             |  |            |  |              |  |                |  |              
|Options exercised                                                                                                                                                                                                                           | 662,250      |  | 143,938     |  | (3,750)    |  | -            |  | -              |  | 140,188      
|Warrants exercised                                                                                                                                                                                                                          | 268,833      |  | 217,666     |  | -          |  | -            |  | -              |  | 217,666      
|Private placement                                                                                                                                                                                                                           | 120,000      |  | 120,000     |  | -          |  | -            |  | -              |  | 120,000      
|Private placement costs                                                                                                                                                                                                                     | -            |  | (3,504)     |  | (13,673)   |  | -            |  | -              |  | (17,177)     
|Common stock subscribed                                                                                                                                                                                                                     | -            |  | -           |  | 272,700    |  | -            |  | -              |  | 272,700      
|Stock issued for services                                                                                                                                                                                                                   | 29,000       |  | 60,000      |  | -          |  | -            |  | -              |  | 60,000       
|Stock-based compensation                                                                                                                                                                                                                    | -            |  | 260,569     |  | -          |  | -            |  | -              |  | 260,569      
|Deferred compensation                                                                                                                                                                                                                       | -            |  | 1,000       |  | -          |  | -            |  | -              |  | 1,000        
|Donated consulting services                                                                                                                                                                                                                 | -            |  | 150,000     |  | -          |  | -            |  | -              |  | 150,000      
|Net loss                                                                                                                                                                                                                                    | -            |  | -           |  | -          |  | -            |  | (1,413,294)    |  | (1,413,294)  
|Balances – April 30, 2007                                                                                                                                                                                                                   | 26,919,208   |  | 8,824,932   |  | 259,027    |  | -            |  | (9,192,104)    |  | (108,145)    
|Stock issued for cash pursuant to:                                                                                                                                                                                                          |              |  |             |  |            |  |              |  |                |  |              
|Options exercised                                                                                                                                                                                                                           | 38,500       |  | 12,125      |  | -          |  | -            |  | -              |  | 12,125       
|Warrants exercised                                                                                                                                                                                                                          | 99,166       |  | 96,666      |  | (10,000)   |  | -            |  | -              |  | 86,666       
|Private placement                                                                                                                                                                                                                           | 833,950      |  | 833,950     |  | (262,700)  |  | -            |  | -              |  | 571,250      
|Private placement costs                                                                                                                                                                                                                     | -            |  | (47,170)    |  | 13,673     |  | -            |  | -              |  | (33,497)     
|Options exercised for services                                                                                                                                                                                                              | 36,000       |  | 46,800      |  | -          |  | -            |  | -              |  | 46,800       
|Stock-based compensation                                                                                                                                                                                                                    | -            |  | 241,528     |  | -          |  | -            |  | -              |  | 241,528      
|Donated consulting services                                                                                                                                                                                                                 | -            |  | 150,000     |  | -          |  | -            |  | -              |  | 150,000      
|Net loss                                                                                                                                                                                                                                    | -            |  | -           |  | -          |  | -            |  | (1,236,583)    |  | (1,236,583)  
|Balances – April 30, 2008                                                                                                                                                                                                                   | 27,926,824   |  | 10,158,831  |  | -          |  | -            |  | (10,428,687)   |  | (269,856)    
|Options exercised for services                                                                                                                                                                                                              | 71,000       |  | 67,800      |  | -          |  | -            |  | -              |  | 67,800       
|Stock-based compensation                                                                                                                                                                                                                    | -            |  | 291,857     |  | -          |  | -            |  | -              |  | 291,857      
|Donated consulting services                                                                                                                                                                                                                 | -            |  | 150,000     |  | -          |  | -            |  | -              |  | 150,000      
|Net loss                                                                                                                                                                                                                                    | -            |  | -           |  | -          |  | -            |  | (994,466)      |  | (994,466)    
|Balances – April 30, 2009                                                                                                                                                                                                                   | 27,997,824   |  | 10,668,488  |  | -          |  | -            |  | (11,423,153)   |  | (754,665)    
|Cumulative effect of change
        
        in accounting principle – May 1,
        
        2009 reclassification of embedded
        
        feature of equity linked financial
        
        instruments to derivative liabilities | -            |  | (2,380,696) |  | -          |  | -            |  | 2,100,208      |  | (280,488)    
|Cashless exercise of options                                                                                                                                                                                                                | 46,000       |  | 52,800      |  | -          |  | -            |  | -              |  | 52,800       
|Options exercised for cash                                                                                                                                                                                                                  | 20,000       |  | 5,000       |  | -          |  | -            |  | -              |  | 5,000        
|Shares issued for services                                                                                                                                                                                                                  | 650,000      |  | 143,000     |  | -          |  | -            |  | -              |  | 143,000      
|Options expense                                                                                                                                                                                                                             | -            |  | 316,979     |  | -          |  | -            |  | -              |  | 316,979      
|Donated consulting services                                                                                                                                                                                                                 | -            |  | 150,000     |  | -          |  | -            |  | -              |  | 150,000      
|Net loss                                                                                                                                                                                                                                    | -            |  | -           |  | -          |  | -            |  | (1,220,349)    |  | (1,220,349)  
|Balances – April 30, 2010                                                                                                                                                                                                                   | 28,713,824   |  | 8,955,571   |  | -          |  | -            |  | (10,543,294)   |  | (1,587,723)  
|Cashless exercise of options                                                                                                                                                                                                                | 36,000       |  | 46,800      |  | -          |  | -            |  | -              |  | 46,800       
|Options expense                                                                                                                                                                                                                             | -            |  | 66,080      |  | -          |  | -            |  | -              |  | 66,080       
|Donated consulting services                                                                                                                                                                                                                 | -            |  | 150,000     |  | -          |  | -            |  | -              |  | 150,000      
|Net loss                                                                                                                                                                                                                                    | -            |  | -           |  | -          |  | -            |  | (239,183)      |  | (239,183)    
|Balances – April 30, 2011                                                                                                                                                                                                                   | 28,749,824   |  | 9,218,451   |  | -          |  | -            |  | (10,782,477)   |  | (1,564,026)  
|Cashless exercise of options                                                                                                                                                                                                                | 27,000       |  | 35,100      |  | -          |  | -            |  | -              |  | 35,100       
|Shares issued for cash                                                                                                                                                                                                                      | 121,200      |  | 12,120      |  | -          |  | -            |  | -              |  | 12,120       
|Warrants compensation                                                                                                                                                                                                                       | -            |  | 30,844      |  | -          |  | -            |  | -              |  | 30,844       
|Donated consulting services                                                                                                                                                                                                                 | -            |  | 127,500     |  | -          |  | -            |  | -              |  | 127,500      
|Net loss                                                                                                                                                                                                                                    | -            |  | -           |  | -          |  | -            |  | (388,202)      |  | (388,202)    
|Balances – April 30, 2012                                                                                                                                                                                                                   | 28,898,024   |  | $ 9,424,015 |  | $ -        |  | $ -          |  | $ (11,170,679) |  | $(1,746,664) 



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











REGI U.S., Inc.

(A Development Stage Company)

Notes to Consolidated Financial Statements

For the Years Ended April 30, 2012 and 2011



NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION



Nature of Business



REGI U.S., Inc. (“REGI”) was incorporated
in Oregon, U.S.A., on July 27, 1992.



REGI is a development stage enterprise, as
defined in FASB ASC 915. REGI is 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”) in the U.S.
The worldwide marketing and intellectual rights, other than in the U.S., are held by Reg Technologies, Inc. (“Reg”),
a major shareholder, which together with its 51% owned subsidiary, Rand Energy Group Inc. owns 11.09% of REGI’s issued and
outstanding stock at April 30, 2012. REGI 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 Reg will fund 50%. No revenue has been derived to date
and REGI’s planned principal operations have not commenced.



REGI formed a wholly-owned subsidiary, Rad
Max Technologies, Inc., on April 10, 2007 in the State of Washington.



Principles of consolidation



These consolidated financial statements include
the accounts of REGI, and its wholly owned subsidiary, Rad Max, since its date of incorporation on April 10, 2007. All inter-company
balances and transactions have been eliminated on consolidation.



Risks and uncertainties



REGI operates in an emerging industry that
is subject to market acceptance and technological change. REGI’s operations are subject to significant risks and uncertainties,
including financial, operational, technological and other risks associated with operating an emerging business, including the potential
risk of business failure.



Cash and cash equivalents



Cash and cash equivalents include highly liquid
investments with original maturities of three months or less.



Financial instruments



Fair Value



The carrying values of cash and cash equivalents,
amounts due to related parties, bank indebtedness, accounts payable and accrued liabilities approximate their fair values because
of the short-term maturity of these financial instruments.



Interest Rate Risk



REGI is not exposed to significant interest
rate risk due to the short-term maturity of its monetary assets and liabilities.











Credit Risk



REGI’s financial asset that is exposed
to credit risk consists primarily of cash. To manage the risk, cash is placed with major financial institutions.



Currency Risk



REGI’s functional and reporting currency
is the U.S. dollar. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing
at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or
balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars.
REGI has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact
of foreign currency fluctuations.



Income taxes



Deferred income taxes are reported for timing
differences between items of income or expense reported in the financial statements and those reported for income tax purposes.
REGI uses the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for
the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases, and for tax losses and credit carry-forwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected
to be recovered or settled. REGI provides for deferred taxes for the estimated future tax effects attributable to temporary differences
and carry-forwards when realization is more likely than not.



Basic and diluted net loss per share



Basic EPS is computed by dividing net income
(loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the
period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period 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 shares if their effect is anti-dilutive.



Stock-based compensation



REGI accounts for stock based compensation
in accordance with FASB ASC 718 which establishes the accounting treatment for transactions in which an entity exchanges its equity
instruments for goods or services. Under the provisions of FASB ASC 718, share-based payment compensation is measured at the grant
date, based on the fair value of the award, and is recognized as an expense over the requisite service period (generally the vesting
period). REGI accounts for share-based payments to non-employees in accordance with FASB ASC 505-50



Use of estimates



The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenditures during the reporting period. Actual results could
differ from these estimates. REGI regularly evaluates estimates and assumptions related to useful life and recoverability of long-lived
assets, stock-based compensation and deferred income tax asset valuation allowances. REGI bases its estimates and assumptions on
current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results
of which form the basis for making judgments about the carrying values of assets and liabilities, and the accrual of costs and
expenses that are not readily apparent from other sources. The actual results experienced by REGI may differ materially and adversely
from REGI’s estimates. To the extent there are material differences between the estimates and the actual results, future
results of operations will be affected.











Derivative Financial Instruments



REGI does
not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. REGI evaluates all of it financial
instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative
financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value
and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based
derivative financial instruments, REGI uses the Black-Scholes option-pricing model to value the derivative instruments at inception
and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded
as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instrument liabilities are classified
in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be
required within 12 months of the balance sheet date.



Fair Value Measurements



As defined
in FASB ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date (exit price). REGI utilizes market data or assumptions that market
participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs
to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. REGI classifies
fair value balances based on the observability of those inputs. FASB ASC 820 establishes a fair value hierarchy that prioritizes
the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for
identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).



The three
levels of the fair value hierarchy are as follows:



Level 1 –
Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are
those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information
on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities
and listed equities. Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are
either directly or indirectly observable as of the reported date.



Level 2 -
Includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily
industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility
factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures.
Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived
from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in
this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.



Level 3 –
Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with
internally developed methodologies that result in management’s best estimate of fair value.



The following
table sets forth by level within the fair value hierarchy REGI’s financial assets and liabilities that were accounted for
at fair value as of April 30, 2012 and 2011.



|Recurring Fair Value Measures |  | Level 1 |   |  | Level 2 |   |   | Level 3 |  |   | Total  | 
|----------------------------- |  | ------- | - |  | ------- | - | - | ------- |  | - | ------ | 
|April 30, 2012                |  |         |   |  |         |   |   |         |  |   |        | 
|LIABILITIES:                  |  |         |   |  |         |   |   |         |  |   |        | 
|Derivative liabilities        |  | $       | - |  |         | $ | - |         |  | $ | -      | 
|                              |  |         |   |  |         |   |   |         |  |   |        | 
|April 30, 2011                |  |         |   |  |         |   |   |         |  |   |        | 
|LIABILITIES:                  |  |         |   |  |         |   |   |         |  |   |        | 
|Derivative liabilities        |  | $       | - |  |         | $ | - |         |  | $ | 72,415 | 











The following
table provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments
measured at fair value on a recurring basis using significant unobservable inputs during the years ended April 30, 2012 and 2011:



|                                  | Year Ended April 30,
|--------------------------------- | --------------------
|                                  | 2012                
|Fair value at beginning of period | $ 72,415            
|Gain included in other income     | (72,415)            
|Fair value at end of period       | $ -                 



Research and Development Costs



Research and development costs are expensed as incurred. REGI expensed
development costs totaling $114,496 and $101,093 during the years ended April 30, 2012 and 2011, respectively.



Recent Accounting Pronouncements



We do not expect the adoption of recently issued
accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.



NOTE 2. GOING CONCERN



REGI incurred net losses of $388,202 for the
year ended April 30, 2012 and has a working capital deficit of $1,746,664 and an accumulated deficit of $11,170,679 at April 30,
2012. These factors raise substantial doubt about the ability of REGI to continue as a going concern. The consolidated financial
statements do not include any adjustments that might result from the outcome of this uncertainty. As a result, REGI’s consolidated
financial statements as of April 30, 2012 and for the year ended have been prepared on a going concern basis, which contemplates
the realization of assets and the settlement of liabilities and commitments in the normal course of business.



REGI also receives interim support from affiliated
companies and plans to raise additional capital through debt and/or equity financings. There continues to be insufficient funds
to provide enough working capital to fund ongoing operations for the next twelve months. REGI may also raise additional funds through
the exercise of warrants and stock options, if exercised. There is no assurance that any of these activities will be successful.



NOTE 3. RELATED PARTIES



Amounts due from related parties are unsecured,
non-interest bearing and due on demand. Related parties consist of companies controlled or significantly influenced by the President
of REGI. As of April 30, 2012, there was $1,544,451 due to related parties. As of April 30, 2011, there was $1,306,300 due to related
parties.



During the year ended April 30, 2011, the President,
CEO and director of REGI provided consulting services to REGI. These services were valued at $90,000, which was accounted for as
donated capital and charged to expense during the year ended April 30, 2012. The same amount was recorded in the year ended April
30, 2011.



During the year ended April 30, 2011, the former
Vice President and director of REGI provided consulting services to REGI. These services were valued at $7,500 prior to her resignation,
which was accounted for as donated capital and charged to expense during the year ended April 30, 2012. $30,000 was recorded in
the year ended April 30, 2011.



During the year ended April 30, 2011, the CFO,
COO and director of REGI provided consulting services to REGI. These services were valued at $30,000, which was accounted for as
donated capital and charged to expense during the year ended April 30, 2012. The same amount was recorded in the year ended April
30, 2011.











During each of the years ended April 30, 2012
and 2011, management fees of $30,000 were accrued to a company having a common director.



During the year ended April 30, 2012 the Company
issued a promissory note of $24,000 for amounts previously accrued and owed to a company with common director with the Company.
The promissory note bears interest rate of 6% per annum, is unsecured and due on demand. During the year ended April 30, 2012,
interest expense of $410 was recorded on the promissory note. The principal balance of the note is included as due to related parties
in the consolidated balance sheet.



REGI currently utilizes office space in a commercial
business park building located in Richmond, British Columbia, Canada, a suburb of Vancouver, shared by several companies related
by common officers and directors. REGI does not pay rent for this office space.



As part of an agreement with a professional
law firm in which a partner of the firm is an officer and director of REGI, REGI agreed to pay a cash fee equal to 5% of any financings
with parties introduced to REGI by the law firm. REGI also agreed to pay an equity fee equal to 5% of the equity issued by REGI
to parties introduced by the law firm, in the form of options, warrants or common stock. During the years ended April 30, 2012
and 2011, no legal services have been charged to the Company by the law firm.



NOTE 4. STOCKHOLDERS’ EQUITY



a) Common Stock Options and Warrants



REGI has a 2000 Stock Option Plan to issue
up to 2,500,000 shares to certain key directors and employees.



All transactions in which goods or services
are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration
received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to
employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity
instruments issued.



All options granted by REGI under the 2000
plan have the following vesting schedule:



i)        Up
to 25% of the option may be exercised at any time during the term of the option; such initial exercise is referred to as the “First
Exercise”.



ii)        The
second 25% of the option may be exercised at any time after 90 days from the date of First Exercise; such second exercise is referred
to as the “Second Exercise”.



iii)        The
third 25% of the option may be exercised at any time after 90 days from the date of Second Exercise; such third exercise is referred
to as the “Third Exercise”.



iv)        The
fourth and final 25% of the option may be exercised at any time after 90 days from the date of the Third Exercise.











v)        The
options expire 60 months from the date of grant.



On April 12, 2007, REGI adopted its 2007 Stock
Option Plan to issue up to 2,000,000 shares to certain key directors and employees. Pursuant to the 2007 plan, REGI has granted
stock options to certain directors and employees.



All options granted under the 2007 plan have
the following vesting schedule:



i)        Up
to 25% of the option may be exercised 90 days after the grant of the option.



ii)        The
second 25% of the option may be exercised at any time after 1 year and 90 days after the grant of the option.



iii)        The
third 25% of the option may be exercised at any time after 2 years and 90 days after the grant of the option.



iv)        The
fourth and final 25% of the option may be exercised at any time after 3 years and 90 days after the grant of the option.



v)        The
options expire 60 months from the date of grant.



During the years ended April 30, 2012 and 2011,
REGI recorded stock-based compensation related to options and warrants of $30,844 and $66,080, respectively. At April 30, 2012
and 2011, REGI had $78,997and $415,991, respectively, of total unrecognized compensation cost related to non-vested stock options
and warrants, which will be recognized over future periods.



The fair value of each option and warrant granted
was determined using the Black-Scholes option pricing model and the following assumptions:





|                        |  | April 30,
|----------------------- |  | ---------
|                        |  | 2012     
|                        |  |          
|Risk free interest rate |  | 0.87%    
|Expected life           |  | 5 years  
|Annualized volatility   |  | 195%     
|Expected dividends      |  | -        





Option pricing models require the input of
highly subjective assumptions including the expected price volatility. The subjective input assumptions can materially affect the
fair value estimate.



On May 21, 2010, REGI extended the term of
the options that were granted on May 27, 2005 and originally expiring on May 27, 2010 to May 27, 2015. The options are exercisable
at $0.45 per share. The incremental increase in the fair value of stock options was estimated to be $13,679 of which $3,420 was
expensed during the year ended April 30, 2011 (included in the total options expense of $66,080 for the year ended April 30, 2011)
and $10,259 will be recognized over future periods. None was expensed during the year ended April 30, 2012. The incremental increase
in the fair value of the options was estimated at the date of extension using the Black-Scholes option pricing model using the
following assumptions: risk free interest rate of 0.95%, expected volatility between 41% and 160%, expected terms between 0.02
and 5.02 years and no expected dividends.



A summary of REGI’s stock option activity
for the years ended April 30, 2012 and 2011 is as follows:





|                                               | April 30, 2012 |  | April 30, 2011
|---------------------------------------------- | -------------- |  | --------------
|                                               |                |  | Weighted      
|                                               |                |  | Average       
|                                               |                |  | Exercise      
|                                               | Options        |  | Price         
|Outstanding at beginning of period             | 1,156,000      |  | $ 0.52        
|Exercised                                      | (27,000)       |  | 1.30          
|Expired                                        | (804,000)      |  | 0.53          
|Forfeited                                      | (75,000)       |  | 0.50          
|Outstanding at end of period                   | 250,000        |  | 0.40          
|Exercisable at end of period                   | 81,250         |  | $ 0.42        
|Weighted average fair value of options granted |                |  | $ -           





At April 30, 2012, the range of exercise prices
and the weighted average remaining contractual life of the outstanding options was $0.20 to $0.50 per share and 1.83 years, respectively.
The intrinsic value of “in the money” options at April 30, 2012 was zero.



At April 30, 2011, the range of exercise prices
and the weighted average remaining contractual life of the outstanding options was $0.20 to $1.30 per share and 1.35 years, respectively.
The intrinsic value of “in the money” options at April 30, 2011 was zero.



On March 5, 2012 the Company granted 200,000
common stock warrants for consulting services exercisable into the Company’s common stock at $0.25 per share on or before
March 5, 2017. The fair value of warrants was estimated at the date of grant using the Black-Scholes option pricing model using
the following assumptions: risk free interest rate of 0.87%, expected volatility of 195%, an expected option life of 5 years and
no expected dividends. The fair value was determined to be $30,844 and was fully expensed during the year ended April 30, 2012.











A summary of REGI’s common stock warrant
activity for the years ended April 30, 2012 and 2011 is as follows:





|                                                | April 30, 2012 |  | April 30, 2011
|----------------------------------------------- | -------------- |  | --------------
|                                                |                |  | Weighted      
|                                                |                |  | Average       
|                                                |                |  | Exercise      
|                                                | Warrants       |  | Price         
|Outstanding at beginning of period              | 3,517,950      |  | 1.13          
|Granted                                         | 200,000        |  | 0.25          
|Expired                                         | (2,534,000)    |  | 1.05          
|Outstanding at end of period                    | 1,183,950      |  | 1.15          
|Exercisable at end of period                    | 1,183,950      |  | $ 1.15        
|Weighted average fair value of warrants granted |                |  | $ 0.15        
|                                                |                |  |               





At April 30, 2012, the range of exercise prices
and the weighted average remaining contractual life of the outstanding warrants was $0.25 to $1.50 per share and 1.22 years, respectively.
The intrinsic value of “in the money” exercisable warrants at April 30, 2012 was zero.



At April 30, 2011, the range of exercise prices
and the weighted average remaining contractual life of the outstanding warrants was $0.25 to $1.50 per share and 0.83 year, respectively.
The intrinsic value of “in the money” exercisable warrants at April 30, 2011 was zero.



b) Performance Stock Plan



REGI has allotted 2,500,000 shares to be issued
pursuant to a performance stock plan adopted on June 27, 1997, and amended in June 2004. On April 27, 2007, REGI further amended
the plan so that the term of the plan is extended to the twentieth anniversary of the effective date. As of April 30, 2012, 775,000
shares have been issued under this plan and 1,725,000 remain unissued and issuable.



c) Non-Cash Consideration



Shares issued as non-cash consideration to
third parties were valued based on the fair market value of the services provided.



During the year ended April 30, 2012, a consultant
exercised 27,000 common stock options and received 27,000 shares of common stock. The exercise price for these options totaled
$35,100. REGI accepted services in lieu of cash for the exercise price, which resulted in additional expense of $35,100 for services
rendered.



During the year ended April 30, 2011, consultants
exercised 36,000 common stock options and received 36,000 shares of common stock. The exercise price for these options totaled
$46,800. REGI accepted services in lieu of cash for the exercise price, which resulted in additional expense of $46,800 for services
rendered.



d) Cash Consideration



During the year ended April 30, 2012, the Company
received gross proceeds of $12,120 for the sale of 121,200 units of private placement. Each unit consists of one common share and
one common stock warrant. The warrants are exercisable at $0.15 per share and expire one year from the closing date of this private
placement.











e) Equity Line of Credit



On November 17, 2006, REGI entered into a securities
purchase agreement, whereby an investor agreed to purchase up to $10,000,000 of REGI’s common stock over a term of 36 months
at REGI’s discretion.



In connection with and subsequent to the equity
line of credit, REGI granted the investor 2,132,000 common stock warrants with an exercise price of $1.00 per share and a term
of five years. In addition, REGI granted the placement agent 640,000 common stock warrants with an exercise price of $1.30 per
share and a term of five years. 73,000 warrants have been exercised and the remaining 567,000 warrants have expired as of April
30, 2012.



The warrants contain reset provisions whereby
if REGI issues any common stock, or rights to acquire common stock at a price less than the exercise price, the exercise price
will be adjusted to the lower price. In addition, the number of shares issuable will be increased such that the aggregate exercise
price after adjustment is equal to the aggregate exercise price prior to adjustment. REGI has determined that these warrants are
derivatives under FASB ASC 815-15. See Note 6 for details.



NOTE 5. COMMITMENTS



a) Pursuant to a letter of understanding dated
December 13, 1993 between REGI, Rand 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 with regards to RC/DC Engine
technology and will receive 5% of all net profits from sales, licenses, royalties or income derived from the patented technology.
To date, no sales have been accrued and no royalties have been accrued or paid.



b) Pursuant to an agreement dated August 20,
1992, REGI acquired the U.S. rights to the original RC/DC Engine from Rand. REGI will pay Rand and the original owner a net profit
royalty of 5% and 1%, respectively. To date no sales have been accrued and no royalties have been accrued or paid.



c) REGI entered into an agreement with a professional
law firm (the “Law Firm”) in which a partner of the Law Firm is an officer and director of REGI. REGI agreed to pay
a cash fee equal to 5% of any financings with parties introduced to REGI by the Law Firm. REGI also agreed to pay an equity fee
equal to 5% of the equity issued by REGI to parties introduced by the Law Firm, in the form of options, warrants or common stock.



NOTE 6. WARRANT DERIVATIVES



Effective May 1, 2009, ASC 815-15 establishes
a procedure to determine if an equity-linked financial instrument (or embedded feature) is indexed to its own common stock. 2,059,000
of REGI’s warrants that were previously classified in equity were reclassified to derivative liabilities on May 1, 2009 due
to the presence of a reset feature that allows for a reduction in the strike price of the warrant in the event that REGI issues
similar instruments at a lower strike price in a future period. REGI estimated the fair value of these liabilities as of May 1,
2009 to be $280,488 and recorded a decrease of $2,380,696 to Additional Paid-in Capital and a reduction of $2,100,208 to Accumulated
Deficit.



These warrants were fair valued as of April
30, 2010 and marked to market at that date. The fair value of the warrants at April 30, 2010 was $395,122 resulting in a loss on
the increase in fair value of derivatives of $114,634 for the year ended April 30, 2010.



At April 30, 2010, REGI used the Black-Scholes
option pricing model to value the warrants using the following assumptions: number of warrants as set forth in the warrant agreements;
no expected dividend yield; expected volatility ranging from 129% to 216%; risk-free interest rates ranging from 0.69% to 4.57%;
and expected terms ranging from 1.54 to 5.00 years.



At April 30, 2011, the fair value of the warrants
was determined to be $72,415 resulting in a gain on the decrease in fair value of derivatives of $322,707 for the year ended April
30, 2011.



REGI used the Black-Scholes option pricing
model to value the warrants using the following assumptions for the April 30, 2011 valuation: number of warrants as set forth in
the warrant agreements; no expected dividend yield; expected volatility of 193%; risk-free interest rate of 0.11%; and expected
term of 0.54 year.











These warrants expired during the year ended
April 30, 2012. As a result, the fair value of the warrants at April 30, 2012 was $0 resulting in a gain on the decrease in fair
value of derivatives of $72,415 for the year ended April 30, 2012.



REGI evaluated all other outstanding warrants
under FASB 815-15 and determined that they did not qualify as derivatives.



NOTE 7. INCOME TAXES



REGI accounts for income taxes using the asset
and liability method of accounting for income taxes. Deferred income taxes are recognized for the tax consequences of “temporary
differences” by applying enacted statutory tax rate applicable to future years to differences between the financial statement
carrying amounts and the tax basis of existing assets and liabilities and result primarily form differences in methods used to
amortize intangible assets. A valuation allowance is provided when management cannot determine whether it is more likely than not
that the deferred tax asset will be realized. The effect on deferred income taxes of the change in tax rates is recognized in income
in the period that includes the enactment date.



REGI has losses carried forward for income
tax purposes to April 30, 2012, however, the related deferred tax asset has been fully reserved due to management’s determination
that the realization of the deferred tax assets is less than likely. The difference between the statutory tax rate and the effective
tax rate is the valuation allowance.



The composition of REGI’s deferred tax
assets at April 30, 2011 and 2010 is as follows:



|                                 |  |             |  |            
|-------------------------------- |  | ----------- |  | -----------
|                                 |  | April 30,  
|                                 |  | 2012        |  | 2011       
|                                 |  |             |  |            
|Net operating loss carry forward |  | $10,082,927 |  | $ 9,815,754
|                                 |  |             |  |            
|Deferred tax asset               |  | $ 3,529,024 |  | $ 3,435,514
|Less: Valuation allowance        |  | (3,529,027) |  | (3,435,514)
|                                 |  |             |  |            
|Net deferred tax asset           |  | $ -         |  | $ -        



The unused net operating loss carry forward
balance will expire in the years 2013 through 2032.



NOTE 8. SUBSEQUENT
EVENTS



a) Between May and June 2012, REGI sold an
aggregate of 1,150,000 units for aggregate cash proceeds of $115,000. Each unit consists of one common share and one common stock
warrant. The warrants are exercisable at $0.15 per share and expire one year from the closing date of this private placement.



b) On May 15, 2012, REGI modified the exercise
price of 325,000 outstanding common stock options whereby the price was reduced to $0.10 per share.



c) On May 15, 2012, REGI granted an aggregate
of 1,158,000 common stock options for services. The options are exercisable at $0.10 per share and expire May 15, 2017. These options
vest 25% upon grant, 25% 90 days after the first 25% is exercised, 25% 90 days after the second 25% are exercised and 25% 90 days
after the third 25% are exercised.



d) On July 27, 2012, the Company extended the
expiration date of 833,950 outstanding common stock warrants with expiration dates between July 30, 2012 and February 14, 2013
to July 30, 2013 and reduced their exercise price from $1.50 to $0.50.



e) On July 31 2012, a consultant exercised
17,647 stock options and received 17,647 common shares. The exercise price was $0.60 per share. REGI accepted services in lieu
of cash for the exercise price, which resulted in additional expense of $10,588 for services rendered.











ITEM 9: CHANGES IN AND DISAGREEMENTS WITH
ACCOUTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE



None.



ITEM 9A: CONTROLS AND PROCEDURES



(a)        Disclosure
Controls and Procedures



We maintain disclosure controls and procedures
that are designed to ensure that information required to be disclosed in the reports that we file with the SEC under the Exchange
Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that
such information is accumulated and communicated to our management, including our principal executive and financial officers, as
appropriate, to allow for timely decisions regarding required disclosure. As required by SEC Rule 15d-15(b), we carried out an
evaluation, under the supervision and with the participation of our management, including Mr. John Robertson our Chief Executive
Officer and Mr. James Vandeberg our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures as of the end of the period covered by this report.



Based upon that evaluation, management has
concluded that our current disclosure controls and procedures were not effective as of April 30, 2012. The conclusion that our
disclosure controls and procedures were not effective was due to the presence of weaknesses in internal control over financial
reporting as identified below. Management anticipates that disclosure controls and procedures will not be effective until the weaknesses
are remediated. Our Company intends to remediate the material weaknesses as set out below:



-        There
is a lack of sufficient accounting staff due to the size of the Company which results in a lack of segregation of duties necessary
for a good system of internal control.



-        There
is a lack of control processes which provide for multiple levels of supervision and review.



(b)        Management's
Annual Report on Internal Control over Financial Reporting



Internal control over financial reporting refers
to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected
by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted
accounting principles, and includes those policies and procedures that:



(1)        Pertain
to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our
assets;



(2)        Provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization
of our management and directors; and



(3)        Provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of our assets that
could have a material effect on the financial statements.











Internal control over financial reporting cannot
provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over
financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns
resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management
override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely
basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting
process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Management
is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.



Management has used the framework set forth
in the report entitled Internal Control-Integrated Frameworkpublished by the Committee of Sponsoring Organizations of the
Treadway Commission, known as COSO, to evaluate the effectiveness of our internal control over financial reporting.



Based on this assessment the management concludes
that our internal control system is ineffective due to lack of segregation of duties in minor areas. However, the impact of inadequate
segregation of duties over our financial reporting is immaterial due to the fact that we have a small operation with limited transactions,
all transactions are approved by the management and all material transactions are approved by the board of directors. There is
also a lack of control processes in place which provide for multiple levels of supervision and review in key areas.



(c) Attestation Report on Internal Control
over Financial Reporting



This annual report does not include an attestation
report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report
was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the SEC that permit
the Company to provide only management's report in this annual report.



(d)        Changes
in Internal Control over Financial Reporting



During the period covered by this annual report,
there were no changes in the Company's internal control over financial reporting that have materially affected, or are reasonably
likely to materially affect, the Company's internal control over financial reporting.



ITEM 9B. OTHER INFORMATION.



None.



PART III



ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE



Directors and Executive Officers



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





|Name              | Age | Position                                                                           
|----------------- | --- | -----------------------------------------------------------------------------------
|John G. Robertson | 71  | Director, Chairman of the Board of Directors, President and Chief Executive Officer
|Jennifer Lorette* | 40  | Director and Vice President until August 9, 2011                                   
|James Vandeberg   | 68  | Director, Chief Operating Officer and Chief Financial Officer                      
|Thomas Robertson  | 53  | Director                                                                           





* Mr. Lorette resigned as a director and Vice
President of the Company on August 9, 2011 due to person reasons.











Business Experience, Principal Occupation
of Directors and Executive Officers, and Family Relationships



All officers currently devote part-time services
to our operation.



Mr. John Robertson is the father of Mr. Thomas
Robertson. There are no other 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 – Director, Chairman
of the Board of Directors, President and Chief Executive Officer



Mr. Robertson has been our Chairman, President
and Chief Executive Officer since our formation in July, 1992. He was appointed as a director of the Company due to his extended
experiences with the regulatory requirements and operations of public companies and his extended experiences with the capital market.
Since October 1984 Mr. Robertson has been President and a Director of Reg Technologies Inc., a British Columbia corporation listed
on the TSX Venture Exchange that has financed the research on the RadMax® 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 RadMax® Engine technology and Reg Technologies Inc. owns the worldwide rights exclusive of the U.S. Mr.
Robertson is a Director and President and Secretary of Rand Energy Group Inc. Mr. Robertson is President, Principal Executive Officer
and a member of the Board of Directors of IAS Energy, Inc., an Oregon corporation traded on the
PinkSheets. Since June 1997 Mr. Robertson has been President, Principal Executive Officer and a Director of Information-Highway.com,
Inc., a Florida corporation which is currently inactive, and its predecessor. He is also the President of Teryl Resources Corp.,
a public company trading on the TSX Venture Exchange involved in gold, oil and gas exploration. He is also President of Linux Gold
Corp., a public company trading on the OTC Bulletin Board. 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. Mr. Robertson devotes approximately 20% of his time to our operations.











James L. Vandeberg – Director, Chief
Operating Officer and Chief Financial Officer



Mr. Vandeberg became a Director of the Company
in November 1998 and its Chief Operating Officer in August 1999 and its Chief Financial Officer on January 9, 2006. He was appointed
as a director of the Company due to his extended experiences with the security laws, regulatory requirements and operations of
public companies. Mr. Vandeberg is an attorney in Seattle, Washington. 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 Carter Hawley Stores, Inc. from 1978 to 1993, and Denny’s Inc. from 1973 to 1978.
He is a director of Information-Highway.com, Inc., a Florida corporation traded on the Pink Sheets. He is also a director of IAS
Energy, Inc. an Oregon corporation traded on the PinkSheets. Mr. Vandeberg is also a director of Reg Technologies Inc. which
is traded on the TSX Venture Exchange and the OTC BB. Mr. Vandeberg is currently also vice president, corporate secretary and a
director of Legend Oil & Gas Ltd. and a director of American Sierra Gold Corp. and ASAP Expo, Inc., all three companies trading
on the OTCBB.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. Mr. Vandeberg devotes approximately 10% of his time to our operations.



Thomas Robertson – Director



Mr. Robertson was
appointed a director in January 2010 due to his extended experiences with the operations of public companies and his extended
experiences with the capital market.He has been a director of both private and public companies since
1980, serving as director of Teryl Resources Corp. from 1986 to 1989 and January 2010 to present. In this capacity, he has been
active in raising seed capital and public capital. He has also been involved in corporate and public relations since 1978.



Involvement in certain legal proceedings



Our directors, executive officers and control
persons have not been involved in any of the following events during the past ten years:



(1)        filed
a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed
by a court for the business or present of such a person, or any partnership in which he was a general partner at or within two
yeas before the time of such filing, or any corporation or business association of which he was an executive officer within two
years before the time of such filing;



(2)        was
convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor
offenses);



(3)        was
the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from or otherwise limiting the following activities: (i) acting as a futures commission
merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant,
associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated
person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity;
(ii) engaging in any type of business practice; (iii) engaging in any activity in connection with the purchase or sale of any security
or commodity or in connection with any violation of federal or state securities laws or federal commodity laws;











(4)        was
the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority
barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above
under this Item, or to be associated with persons engaged in any such activity;



(5)        was
found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any
federal or state securities law and the judgment in subsequently reversed, suspended or vacate;



(6)        was
found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any
federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been
subsequently reversed, suspended or vacated;



(7)        was
the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently
reversed, suspended or vacated, relating to an alleged violation of: (i) any Federal or State securities or commodities law or
regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to,
a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist
order, or removal or prohibition order; or (iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with
any business entity;



(8)was
the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization
(as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29)
of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary
authority over its members or persons associated with a member.



Term of Office



The term of office of the current directors
shall continue until new directors are elected or appointed at an annual meeting of shareholders.



Committees of the Board and Financial Expert



Audit Committee



The Company’s audit committee was comprised
of three directors of the Company - Jennifer Lorette, John Robertson, and James Vandeberg until August 9, 2011, when Ms. Lorette
resigned from the Board on August 9, 2011 due to personal reasons. Mr. Robertson and Mr. Vandeberg are not independent as they
are officers of the Company. Ms. Lorette was independent, because she managed administrative responsibilities of the company but
did not have other management roles, and was independent and free from any interest and any business or other relationship which
could or could reasonably be perceived to, materially interfere with their ability to act in the best interests of the Company,
other than an interest or relationship arising from ownership of shares of the Company. All of the audit committee members were
financially literate.











Since Ms. Lorette’s resignation the Company
does not have nominating, compensation or audit committees or committees performing similar functions, nor does our Company have
a written nominating, compensation or audit committee charter. Our Directors believe that it is not necessary to have such committees,
at this time, because the functions of such committees are performed by the Board of Directors.



Code of Ethics



The Company’s board of directors is committed
to encouraging and promoting a culture of ethical business conduct and integrity throughout the Company. In order to achieve this
objective, efforts are made to the implementation, monitoring and enforcement of the Company’s Code of Business Conduct and
Ethics (“Code”). This is accomplished by: (a) taking prompt action against violations of the Code; ensuring employees
and consultants are aware that they may discuss their concerns with their supervisor or directly to the Compliance Officer; the
Compliance Officer reporting suspected fraud or securities law violations for review by the Audit Committee and reporting same
to the Board of Directors. The Company distributes to each new director, officer, employee and consultant the Company’s Code.



No waivers of any provision of this Code of
Business Conduct and Ethics may be made except by the Board of Directors. Any waiver or amendment shall be reported as required
by law or regulation. There have been no waivers of the Code since its implementation.



A copy of the Code is available from the Company
on written request, and the text of the code of business conduct and ethics was filed as an exhibit to our form 10-K for the year
ended April 30, 2011 and posted on the Company’s website at www.regtech.com.



Assessments



The board of directors is ultimately responsible
for the stewardship of the Company, which means that it oversees the day-to-day management delegated to the President and Chief
Executive Officer and the other officers of the Company. The board is charged with the responsibility of assessing the effectiveness
of itself, its committee(s) and the contributions of individual directors.



The Corporate Governance Policy was constituted
by the board of directors to assist the Board and its officers, employees, and consultants to fulfill fundamental issues including:
(a) the regular assessment of the Company’s approach to corporate governance issues; (b) ensuring that such approach supports
the effective functioning of the Company with a view to the best interests of the Company’s shareholders and effective communication
between the board of directors and management of the Company; and (c) the process, structure and effective system of accountability
by management to the board of directors and by the board to the shareholders, in accordance with applicable laws, regulations and
industry standards for good governance practices. A copy of the Corporate Governance Policy is available on our website at www.regtech.com.



Compliance with Section 16(a) of the Securities
Exchange Act of 1934



Section 16(a) of the Exchange Act requires
our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with
the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership
of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than
10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.











Based solely on our review of the copies of
such forms received by us, or written representations from certain reporting persons, we believe that all filing requirements applicable
to our officers, directors and greater than 10% beneficial owners were complied with.



STATEMENT OF
EXECUTIVE COMPENSATION



The Company is required, under applicable securities
legislation in Canada, to disclose to its Shareholders details of compensation paid to its directors and officers. The following
fairly reflects all material information regarding compensation paid by the Company to its directors and officers, which information
has been disclosed to the Company's Shareholders in accordance with applicable Canadian law.



Executive Compensation



Compensation Discussion and Analysis



The Company’s executive officers make
recommendations to the board of directors regarding compensation policies and the compensation of senior officers. The Company
does not have a Compensation Committee. The compensation of the senior executives comprises two components; namely, a base salary
or consulting fees and the grant of stock options pursuant to the Company’s stock option plan which is more particularly
outlined below under the Option-based Awardssection. These forms of compensation are chosen to attract, retain and motivate
the performance of selected directors, officers, employees or consultants of the Company of high caliber and potential. Each senior
executive is employed for his or her skills to perform specific tasks and the base salary and number of options is fixed accordingly.



Summary Compensation Table



Named Executive Officer mean the Chief Executive
Officer (“CEO”), the Chief Financial Officer (“CFO”) or any individual acting in a similar capacity or
function, regardless of the amount of compensation of that individual and each of the Company’s two most highly compensated
executive officers, other than the CEO and CFO, or three two highly compensated individuals acting in similar capacities, who were
serving as executive officers, or in a similar capacity, at the end of the most recent financial year and whose compensation exceeds
$100,000, and such individuals who would be an NEO but for the fact that they were not serving as an executive officer or in a
similar capacity at the end of that financial year.



During the Company’s last completed financial
year ended April 30, 2012, the Company had two Named Executive Officers: Mr. John Robertson, President and CEO, and Mr. James Vandeberg,
COO and CFO.











The following table (presented in accordance
with Item 402 of Regulation S-K – Executive Compensation) sets forth all annual, long term and other compensation for services
in all capacities to the Company and its subsidiaries payable to the NEOs for the three financial years ended April 30, 2012, 2011
and 2010 (to the extent required by the Regulations) in respect of the Named Executive Officers:



|                                |                                                  |                                               |                                               |                                               |                                                  | Non-equity incentive plan compensation
        
        ($)    |                                                |                                               |                                                                 
|------------------------------- | ------------------------------------------------ | --------------------------------------------- | --------------------------------------------- | --------------------------------------------- | ------------------------------------------------ | -------------------------------------------------------------- | ---------------------------------------------- | --------------------------------------------- | ----------------------------------------------------------------
|Name and Principal Position     | Year Ended
        
        April 30             | Salary
        
        ($)                   | Bonus
        
        ($)                    | Share- based Awards
        
        ($)      | Option- Based Awards
        
        ($) (6)    | Annual incen-
        
        tive plans
        
        ($) | Long-term incentive plans
        
        ($) | Pension value
        
        ($)            | All other
        
        Compen-sation
        
        ($)(5)
|John G. Robertson, CEO(1)(2)(3) | 2012
        
        2011
        
        2010 | Nil
        
        Nil
        
        Nil | Nil
        
        Nil
        
        Nil | Nil
        
        Nil
        
        Nil | Nil
        
        Nil
        
        16,074 | Nil
        
        Nil
        
        Nil                  | Nil
        
        Nil
        
        Nil  | Nil
        
        Nil
        
        Nil | 30,000
        
        30,000
        
        30,000          
|James Vandeberg, CFO(4)(5)      | 2012
        
        2011
        
        2010 | Nil
        
        Nil
        
        Nil | Nil
        
        Nil
        
        Nil | Nil
        
        Nil
        
        Nil | Nil
        
        Nil
        
        3,215  | Nil
        
        Nil
        
        Nil                  | Nil
        
        Nil
        
        Nil  | Nil
        
        Nil
        
        Nil | Nil
        
        Nil
        
        Nil                   





(1)        Mr.
Robertson is also a director and does not receive compensation in that capacity. See “Director Compensation – Narrative
Discussion”.



(2)        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. Mr. Robertson is a trustee of the Robertson Family
Trust. The amounts for fiscal 2010, 2011 and 2011 are accrued but not paid.



(3)        Mr.
Robertson’s option-based awards granted during 2007 consisted of 500,000 stock options which were granted on April 12, 2007
at an exercise price of $1.30 and fair value of $0.849 per option. These options were re-priced on February 19, 2010 to exercise
price of $0.50 with additional value of $0.04 per option resulting from the re-pricing.



(4)        Mr.
Vandeberg is also a director and does not receive compensation in that capacity. See “Director Compensation – Narrative
Discussion”



(5)        Mr.
Vandeberg’s option-based awards granted during 2007 consisted of 100,000 stock options which were granted on April 12, 2007
at an exercise price of $1.30 and fair value of $0.849 per option. These options were re-priced on February 19, 2010 to exercise
price of $0.50 with additional value of $0.04 per option resulting from the re-pricing.



(6)        The
value of perquisites received by each of the NEOs, including property or other personal benefits provided to the NEOs that are
not generally available to all employees, were not, in the aggregate, greater than $50,000 or 10% of the NEOs total salary for
the financial year.



(7)        The
valuation of the fair value of the options at the time of the grant is based on the Black Scholes model and includes the following
assumptions; weighted average risk free rate, weighted average expected life, expected volatility and dividend yield.



Narrative Discussion



The Company does not have a share-based award
plan other than the stock option plan referred to above. The Company also does not have a pension plan or a long term incentive
plan. Other than John Robertson, as described below in the Narrative Description – Directorsreported in the Directors’
Compensation table below, no directors, who were not NEO’s of the Company were compensated during the financial year
ended April 30, 2012 for services in their capacity as directors.



A management fee was payable, but accrued to
Access Information Inc., a company controlled by Mr. Robertson. Other than as herein set forth, the Company did not pay any compensation
to its directors or Named Executive Officers.



Employment Contracts and Termination
of Employment



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



Pursuant to the Company’s stock option
plan, in the event the optionee’s employment by or engagement with (as a director or otherwise) the Company is terminated
by the Company for any reason other than death before exercise of the options granted hereunder, the stock option granted to the
Participant shall immediately expire and all rights to purchase shares thereunder shall immediately cease and expire and be of
no further force or effect.











In the event the Participant resigns as an
employee, the stock option granted to the Participant shall immediately expire and all rights to purchase shares thereunder shall
immediately cease and expire and be of no further force or effect.



Refer also to the Compensation Discussion and Analysissection
above.



Incentive Plan Awards



Narrative Discussion



As reported above under the Summary Compensation
Table,the Company does not have a share-based award plan or a long term incentive plan. Information with respect to the grant
of stock options is more particularly described above in the Option-based Awardsand Compensation Discussion and Analysissections.



Outstanding Option-Based Awards and Share-Based Awards



The grant of option-based awards to the senior
executives is determined by the recommendation of executive officers to the board of directors pursuant to the terms of the stock
option plan referred to below. Previous grants of option-based awards are taken into account when considering new grants.



The options are always granted at or above
market price. The valuation of the fair value of the options at the time of the grant is based on the Black Scholes model and includes
the following assumptions: weighted average risk free rate, weighted average expected life, expected volatility and dividend yield.



No option-based awards were granted to the
NEOs at the end of the most recently completed financial year. The following table sets out the option-based awards that are currently
outstanding as at the end of the most recently completed financial year.





|                | Option-based Awards                                                                       | Stock-based Awards                        
|--------------- | ----------------------------------------------------------------------------------------- | ------------------------------------------
|Name            | Number of
        
        securities underlying unexercised options
        
        (#) | Option exercise price
        
        ($)
|John Robertson  | Nil                                                                                       | NA                                        
|James Vandeberg | Nil                                                                                       | NA                                        





Incentive Plan Awards – value vested
or earned during the year



No incentive stock options were granted to
any NEOs during the year ended April 30, 2012.



No incentive stock options vested during the
year ended April 30, 2012 which were held by the NEOs.











During the year ended April 30, 2012, neither
of the two NEOs were granted or exercised options. There were 600,000 unexercised options at the financial year end held by the
NEOs, which were re-priced on February 19, 2010 from exercise price of $1.30 to $0.50. These options expired on April 12, 2012.



On May 15, 2012 the Company granted 500,000
options to Mr. Robertson and 200,000 options to Mr. Vandeberg. The options are exercisable at $0.10 per share and expire May 15,
2017. These options vest 25% upon grant, 25% 90 days after the first 25% is exercised, 25% 90 days after the second 25% are exercised
and 25% 90 days after the third 25% are exercised.



Pension Plan Benefits



As reported under the Summary Compensation
Table, the Company does not maintain a Pension Plan for its employees and therefore no benefits were received.



Termination
of Employment or Change of Control



Other than as described in the Narrative
Discussionsection under the Summary Compensation Table, the Company has no plans or arrangements with respect to remuneration
received or that may be received by the Named Executive Officers during the Company’s most recently completed financial year
or current financial year in view of compensating such officers in the event of termination of employment (as a result of resignation,
retirement, change of control, etc.) or a change in responsibilities following a change of control, where the value of such compensation
exceeds $100,000 per executive officer.



DIRECTOR COMPENSATION



Director Compensation Table



The following table sets forth all compensation
provided to the directors for the year ended April 30, 2012.



The Company does not have a share-based award
plan for the directors other than the stock option plan referred to above, details of which are provided below under Outstanding
Option-Based Awards, Share- Based Awards and Non-equity Incentive Plan Compensation.The Company also does not have a pension
plan or a non-equity incentive plan for its directors.



No directors, who were not NEO’s of the
Company were compensated during the financial year ended April 30, 2012 for services in their capacity as directors.





|                                                                               |                                                  |                                               |                                               |                                                 | Non-equity incentive plan compensation
        
        ($) |                                               |                                               |                                                              
|------------------------------------------------------------------------------ | ------------------------------------------------ | --------------------------------------------- | --------------------------------------------- | ----------------------------------------------- | ----------------------------------------------------------- | --------------------------------------------- | --------------------------------------------- | -------------------------------------------------------------
|Name and Principal Position                                                    | Year Ended
        
        April 30             | Salary
        
        ($)                   | Share- based Awards
        
        ($)      | Option- Based Awards
        
        ($) (6)   | Annual incentive plans
        
        ($)                 | Long-term incen-tive plans                    | Pension value
        
        ($)            | All other
        
        Compen-sation
        
        ($)
|John G. Robertson, CEO(1)(2)                                                   | 2012
        
        2011
        
        2010 | Nil
        
        Nil
        
        Nil | Nil
        
        Nil
        
        Nil | Nil
        
        Nil
        
        Nil   | Nil
        
        Nil
        
        Nil               | Nil
        
        Nil
        
        Nil | Nil
        
        Nil
        
        Nil | Nil
        
        Nil
        
        Nil                
|James Vandeberg, CFO(3)                                                        | 2012
        
        2011
        
        2010 | Nil
        
        Nil
        
        Nil | Nil
        
        Nil
        
        Nil | Nil
        
        Nil
        
        Nil   | Nil
        
        Nil
        
        Nil               | Nil
        
        Nil
        
        Nil | Nil
        
        Nil
        
        Nil | Nil
        
        Nil
        
        Nil                
|Jennifer Lorette (4)
        
        (resigned as director on August 9, 2011) | 2012
        
        2011
        
        2010 | Nil
        
        Nil
        
        Nil | Nil
        
        Nil
        
        Nil | Nil
        
        Nil
        
        Nil   | Nil
        
        Nil
        
        Nil               | Nil
        
        Nil
        
        Nil | Nil
        
        Nil
        
        Nil | Nil
        
        Nil
        
        Nil                
|Thomas Robertson (5)                                                           | 2012
        
        2011
        
        2010 | Nil
        
        Nil
        
        NA  | Nil
        
        Nil
        
        Nil | Nil
        
        Nil
        
        4,465 | Nil
        
        Nil
        
        Nil               | Nil
        
        Nil
        
        Nil | Nil
        
        Nil
        
        Nil | Nil
        
        Nil
        
        Nil                
|                                                                               |                                                  |                                               |                                               |                                                 |                                                             |                                               |                                               |                                                              











(1)        Mr.
Robertson is also an NEO and indirectly receives or accrues compensation in that capacity. See “Executive Compensation –
Narrative Discussion”.



(2)        Mr.
Robertson did not receive option-based awards in his capacity as a director.



(3)        Mr.
Vandeberg does not receive any compensation in his capacity as a director, nor any option-based awards in his capacity as a director.



(4)        Ms.
Lorette does not receive option-based awards in her capacity as a director.



(5)        Mr.
Thomas Robertson was appointed to the Board of Directors during fiscal 2010.



(6)        The
valuation of the fair value of the options at the time of the grant is based on the Black Scholes model and includes the following
assumptions; weighted average risk free rate, weighted average expected life, expected volatility and dividend yield.



Narrative Description



There was no other cash compensation paid to
directors by the Company for services rendered in their capacities as directors for the year ended April 30, 2012.



Directors of the Company who are also NEOs
are not compensated for their services in their capacity as directors, although directors of the Company are reimbursed for their
expenses incurred in connection with their services as directors.



Information with respect to grants of options
to the directors is reported below under the Narrative Descriptionin the section below entitled Outstanding Option-Based
Awards, Share-Based Awards and Non-equity Incentive Plan Compensation.



Other than as described above, no directors
of the Company were compensated by the Company during the financial year ended April 30, 2012 for services as consultants or experts.







Option-Based Awards, Share-Based Awards
and Non-equity Incentive Plan Compensation for Directors



As disclosed under the Director Compensation
Table,the Company does not have a share-based award plan, a pension plan or a non-equity incentive plan for its directors.



Option-based awards to the directors are granted
pursuant to the terms of the Company’s stock option plan. The options are always granted at market price. The valuation of
the fair value of the options at the time of the grant is based on the Black Scholes model and includes the following assumptions;
weighted average risk free rate, weighted average expected life, expected volatility and dividend yield.



Directors generally receive a grant of stock
options upon their appointment.











The following table shows the options held
by the directors and former directors at April 30, 2012:



|                                                                             | Option-based Awards                                                              | Stock-based Awards                        
|---------------------------------------------------------------------------- | -------------------------------------------------------------------------------- | ------------------------------------------
|Name                                                                         | Number of securities underlying unexercised
        options
        
        (#) | Option exercise price
        
        ($)
|John G. Robertson                                                            | Nil                                                                              | NA                                        
|Jennifer Lorette
        
        (resigned as director on August 9, 2011) * | 75,000
        
        50,000                                                   | $0.20
        
        $0.45              
|James Vandeberg                                                              | Nil                                                                              | NA                                        
|Thomas Robertson*                                                            | 50,000                                                                           | $0.50                                     

*On
May 15, 2012 the options were repriced to exercisable into the Company’s common shares at $0.10 per share.



Incentive Plan Awards



No stock options held by the directors vested
during the year ended April 30, 2012, and no stock options were granted to the directors during the year ended April 30, 2012.



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS



Securities Authorized for Issuance under
Equity Compensation Plans



EQUITY COMPENSATION PLAN INFORMATION



The following table sets forth information about our common stock
that may be issued upon the exercise of options, warrants and rights under all of our equity compensation plans as of April 30,
2012.





|Plan Category                                                                           | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights (3)(4) | Number of securities remaining available for future issuance under equity compensation plans
|--------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------
|Equity compensation plans approved by security holders:                                 |                                                                                             |                                                                                    |                                                                                             
|1993 Stock Option Plan (as amended December 5, 2000) (1) and 2007 Stock Option Plan (2) | 250,000                                                                                     | $0.40                                                                              | 1,750,000                                                                                   
|Equity compensation plans not approved by security holders                              | N/A                                                                                         | N/A                                                                                | N/A                                                                                         











(1)        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, consultants and
employees.



(2)        The
Company has a Stock Option Plan to issue up to 2,000,000 shares to certain key directors and employees, approved April 12, 2007.
Pursuant to the Plan, the Company has granted stock options to certain directors, consultants and employees.



(3)        The
price reflects the weighted average exercise price of those options which are outstanding.



(4)        The
weighted average exercise price of those options which are exercisable (81,250 options) is $0.42.



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. On April 12,
2007 the Company approved the 2007 Stock Option Plan to issue up to 2,000,000 shares to certain key directors and employees. Pursuant
to the Plans, the Company has granted stock options to certain directors, consultants and employees.



All options
granted by the Company under the 2000 Plan have the following exercise schedule:



(i)        Up
to 25% of the option may be exercised at any time during the term of the option, such initial exercise is referred to as the “First
Exercise”.



(ii)        The
second 25% of the option may be exercised at any time after 90 days from the date of First Exercise, such second exercise is referred
to as the “Second Exercise”.



(iii)        The
third 25% of the option may be exercised at any time after 90 days from the date of Second Exercise, such third exercise is referred
to as the “Third Exercise”



(iv)        The
fourth and final 25% of the option may be exercised at any time after 90 days from the date of the Third Exercise.



(v)        The
options expire sixty months from the date of grant.



All options granted to April 30, 2011 by the
Company under the 2007 Plan have the following exercise schedule:



(i)Up
to 25% of the option may be exercised 90 days after the grant of the option.



(ii)The
second 25% of the option may be exercised at any time after 1 year and 90 days after the grant of the option.



(iii)The
third 25% of the option may be exercised at any time after 2 years and 90 days after the grant of the option.



(iv)The
fourth and final 25% of the option may be exercised at any time after 3 years and 90 days after the grant of the option.



(v)The
options expire 60 months from the date of grant.



Security Ownership of Certain Beneficial Owners
and Management



The following table sets forth, as of August
14, 2012, our outstanding 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.











|Name                                                                                                           | Shares Owned | Percentage of Shares Owned
|-------------------------------------------------------------------------------------------------------------- | ------------ | --------------------------
|John G. Robertson, Chairman of the Board of Directors, President, Chief Executive Officer and Director (1) (2) | 3,996,948    | 13.30%                    
|Rand Energy Group Inc. (3)                                                                                     | 588,567      | 1.96%                     
|Jennifer Lorette, former Vice President and Director (4)                                                       | 255,400      | *                         
|James Vandeberg, Chief Operating Officer and Director (5)                                                      | 237,350      | *                         
|Thomas Robertson                                                                                               | 50,000       | *                         
|Reg Technologies Inc.(6)                                                                                       | 2,744,700    | 9.13%                     
|ALL EXECUTIVE OFFICERS & DIRECTORS AS A GROUP (FOUR
        
        INDIVIDUALS)                              | 4,539,698    | 15.11%                    
|                                                                                                               |              |                           



*Less than one percent of the issued and outstanding on August 14,
2012, which was 30,065,671.



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



(1) This individual may be deemed to be a "parent
or founder" of REGI as that term is defined in the Rules and Regulations promulgated under the Securities Act of 1933.



(2) SMR Investment Ltd., a British Columbia
corporation, holds a controlling interest in Reg Tech. 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. Accordingly, in Note
(2) above, beneficial ownership of the 2,747,720 shares registered in the name of SMR Investment Ltd. 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.



(3) Rand Energy Group Inc. is owned 51% by
Reg Tech and 49% by Rand Cam-Engine Corp. Under Rule 13d-3 under the Securities Exchange Act of 1934, both Reg Tech and Rand Cam-Engine
Corp. could be considered the beneficial owner of the 588,567 shares registered in the name of Rand Energy Group Inc.



(4) Includes 225,000 options.



(5) Includes 200,000 options.



(6) Includes 2,744,700 shares registered in
the name of Reg Technologies Inc. Reg Technologies Inc. is a publicly held British Columbia corporation. Rand Energy Group Inc.,
holds approximately 1.96% of the common shares of REGI, which, in turn, is controlled 51% by Reg Technologies Inc.



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE



Transactions with related persons



Pursuant to an agreement dated October 20,
1986 between Reg Tech, Rand Cam-Engine 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 Energy Group Inc. (“Rand Energy”).
Pursuant to an agreement made as of April 27, 1993 among Reg Tech, Rand Cam-Engine Corp., Rand Energy and James McCann, Reg Tech
acquired an additional 330,000 shares (11%) of Rand Energy from Rand Cam-Engine Corp. to increase its investment to 51%.



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 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 Energy is owned 51% by Reg Technologies Inc., a British Columbia corporation
listed on the TSX 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
Energy 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 Energy, Reg Tech and Brian Cherry (a former officer and director)
and an original agreement dated July 30, 1992, between Rand Energy, Reg Tech and Brian Cherry, Cherry agreed to: (a) sell, transfer
and assign to Rand Energy all his right, title and interest in and to the technology related to the RadMax® 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.



Other provisions of the April 1993 Agreement
call for us (a) to pay to Rand Energy 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 Energy 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 RadMax® Engine technologies
by Rand Energy.



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.



SMR Investments 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 majority-owned and controlled by James McCann
and the balance by several other shareholders.



In April, 2007 a wholly-owned US subsidiary,
RadMax Technologies, Inc, a Washington corporation, was formed with the initial focus on winning U.S. military contracts for custom
versions of RadMax® products, as well as research and development funding to tailor RadMax® products to meet specific requirements
defined by the U.S. military services. RadMax® products include RadMax® internal and external combustion diesel engines,
RadMax® pumps, and RadMax® compressors. James Vandeberg, a director and Chief Financial Officer of the Company is the president
and sole director of RadMax Technologies, Inc. The headquarters for the corporation is located at 601 Union Street, Suite 4500,
Seattle, WA 98101.



The world-wide marketing and intellectual rights,
other than in the U.S., are held by Reg Technologies, Inc. which together with Rand Energy Group Inc. owns 11.04% of the Company’s
issued, and outstanding, stock, and has related directors and officers.











Related Party Transactions for the Year
Ended April 30, 2012



We entered into the following contracts with
related parties. Related parties consist of companies controlled or significantly influenced by the Officers of the Company.



(a)        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. A management fee of $2,500 per month is accrued for the provision of certain
management, administrative, and financial services. There is no termination or change of control provision. The fees for the years
ended April 2012 and 2011 are accrued and not paid.



(b)        The
Company entered into an agreement with the CFO and a Director of the Company. The Company agreed to pay a cash fee equal to 5%
of any financings with parties introduced to the Company by this director. The Company also agreed to pay an equity fee equal to
5% of the equity issued by the Company to parties introduced by the Law Firm, in the form of options, warrants or common stock.



During the year ended April 30, 2012 in addition
to the above:



-During
year ended April 30, 2012, Mr. John Robertson, the President, CEO and director of REGI provided consulting services to REGI. These
services were valued at $90,000, which was accounted for as donated capital and charged to expense during the period. The same
amount was recorded in the year ended April 30, 2011.



-During
year ended April 30, 2012, Ms. Jennifer Lorette, a former Vice President and director of REGI provided consulting services to REGI.
These services were valued at $7,500 prior to her resignation, which was accounted for as donated capital and charged to expense
during the period. $30,000 was recorded in the year ended April 30, 2011.



-During
year ended April 30, 2012, Mr. James Vandeberg, the CFO, COO and director of REGI provided consulting services to REGI. These services
were valued at $30,000, which was accounted for as donated capital and charged to expense during the period. The same amount was
recorded in the year ended April 30, 2011.



-REGI
currently utilizes office space in a commercial business park building located in Richmond, British Columbia, Canada, a suburb
of Vancouver, shared by several companies related by common officers and directors. REGI does not pay rent for this office space.



Related party transactions incurred during
the normal course of the Company’s operations and are measured at the exchange amount, which is the amount agreed between
the related parties.











As During the year ended April 30, 2012 changes
to the amounts owed to/by related parties are as follows:



|                                                                  | April 30, 2011 | (Repayment)/
        
        Loan in Year | April 30, 2012
|----------------------------------------------------------------- | -------------- | ------------------------------------------ | --------------
|                                                                  |                |                                            |               
|Due to Minewest Silver and Gold Corp.                             | $ -            | $ 413                                      | $ 413         
|Due to IAS Energy, Inc.                                           | 7,541          | -                                          | 7,541         
|Due to Reg Technologies and its subsidiary Rand Energy Group Inc. | 796,970        | 203,406                                    | 1,000,376     
|Due to SMR Investments Ltd.                                       | 50,715         | 7,922                                      | 58,637        
|Due to John Robertson                                             | 42,444         | -                                          | 42,444        
|Due to Information Highway Inc.                                   | 18,892         | -                                          | 18,892        
|Due to JGR Petroleum                                              | 91,372         | -                                          | 91,372        
|Due to KLR Petroleum Inc.                                         | 30,038         | -                                          | 30,038        
|Due to Teryl Resources Corp.                                      | 28,600         | (3,590)                                    | 25,010        
|Due to Access Information Inc.                                    | 148,828        | 30,000                                     | 178,828       
|Due to Rainbow Networks                                           | 21,000         | -                                          | 21,000        
|Due to Imaging Tech                                               | 69,900         | -                                          | 69,900        
|                                                                  | $ 1,306,300    | $ 238,151                                  | $ 1,544,451   





Related parties
are the officers of the Company, companies with common directors or owners, and companies indirectly controlled by Mr. John Robertson.



We do not have
written agreements relating to related party advances. The balances are non-interest bearing, unsecured and due on demand per verbal
agreements with these related parties.







Director Independence



Our common stock is not listed on any stock
exchange or inter-dealer quotation system and we do not have an independent director on our board. For the purposes of determining
director independence, we have applied the definitions set out in NASDAQ Rule 4200(a)(15) (the “Rule”). Under the Rule,
a director is not considered to be independent if he or she is also an executive officer or employee of the company. The majority
of the members of our board of directors also act as executive officers.



ITEM 14.         PRINCIPAL
ACCOUNTING FEES AND SERVICES.



The following table discloses accounting fees and services which
we paid to our auditor, MaloneBailey LLP, Certified Public Accountants during fiscal 2011 and 2009:





|Type of Services Rendered | 2012    | 2011   
|------------------------- | ------- | -------
|                          |         |        
|(a) Audit Fees            | $16,591 | $16,800
|                          |         |        
|(b) Audit-Related Fees    | $-      | $-     
|                          |         |        
|(c) Tax Fees              | $-      | $-     



In the table above, and the disclosure below,
“audit fees” are fees billed by the Company’s external auditor MaloneBailey LLP, Certified Public Accountants
for services provided in auditing the Company’s annual financial statements for the subject year. “Audit-related fees”
are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related
to the performance of the audit or review of the Company’s financial statements. “Tax fees” are fees billed by
the auditor for professional services rendered for tax compliance, tax advice and tax planning. “All other fees” are
fees billed by the auditor for products and services not included in the foregoing categories.











Audit Fees



The aggregate fees billed by MaloneBailey LLP,
Certified Public Accountants for professional services rendered for the audit of our annual financial statements and review of
financial statements included in our Form 10-Qs or services that are normally provided by the accountant in connection with statutory
and regulatory filings or engagements for the fiscal years ended April 30, 2012 and 2011 were $16,591 and $16,800, respectively.



All Other Fees



For the fiscal years ended April 30 2012 and
2011, the aggregate fees billed by MaloneBailey LLP, Certified Public Accountants, as applicable, for products and services other
than the services set out above, were $Nil and $Nil, respectively.



Pre-Approval Policies and Procedures



The Audit Committee pre-approves all engagements with the Company’s
auditors prior to performance of services by them.









PART IV



ITEM 15.         EXHIBITS,
FINANCIAL STATEMENT SCHEDULES.





|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) 
|3.4    | Articles of Amendment Increasing Authorized Capital to 50,000,000 December 2003                                                                                                                                               | (7) 
|3.5    | Articles of Amendment Increasing Authorized Capital to 100,000,000 May 2007                                                                                                                                                   | (8) 
|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                                                                                                                                                                          | (4) 
|10.4   | Agreement between REGI and Advanced Ceramics Research dated March 20, 2002                                                                                                                                                    | (5) 
|10.5   | License Agreement between Rand Energy Group, Inc., and Reg Technologies, Inc. REGI U.S., Inc. and Radian Incorporated made as of April 24, 2002                                                                               | (5) 
|10.6   | Agreement between REGI U.S., Inc. and Rotary Power Generation, Incorporated made as of April 22, 2002                                                                                                                         | (6) 
|10.7   | Amendment to Agreement between REGI U.S., Inc. and Rotary Power Generation, Incorporated made as of April 2, 2003                                                                                                             | (6) 
|10.8   | Management Agreement with Access Information Services, Inc., dated January 2, 1993 in the name of Sky Technologies, Inc. (the Company’s previous name)                                                                        | (9) 
|10.9   | Engagement Letter with The Otto Law Group, dated August 4, 2004                                                                                                                                                               | (9) 
|10.10  | Project Cost Sharing Agreement with Reg Technologies Inc.                                                                                                                                                                     | (9) 
|14.1   | Code of Business Conduct and Ethics                                                                                                                                                                                           | (10)
|21.1   | List of Subsidiaries                                                                                                                                                                                                          | (7) 
|23.1   | Consent of Independent Auditors (Malone Bailey LLP)                                                                                                                                                                           | (11)
|31.1   | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                            | (11)
|31.2   | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                            | (11)
|32.1   | Certification of John G. Robertson, President and Chief Executive Officer (Principal Executive Officer), pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002             | (11)
|32.2   | Certification of James Vandeberg, Chief Operating Officer and Chief Financial Officer (Principal Financial Officer), pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | (11)





(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.

(4)        Incorporated
by reference from our 10-KSB for the fiscal year ended April 30, 2001

(5)        Incorporated
by reference from our 10-KSB for the fiscal year ended April 30, 2002

(6)        Incorporated
by reference from our 10-KSB for the fiscal year ended April 30, 2003











(7)        Incorporated
by reference from our 10-KSB for the fiscal year ended April 30, 2007

(8)        Incorporated
by reference from our 10-KSB for the fiscal year ended April 30, 2008

(9)        Incorporated
by reference from our Form 10-K Amendment for the fiscal year ended April 30, 2010 filed on May 13, 2011

(10)        Incorporated
by reference from our Form 10-K for the fiscal year ended April 30, 2011 filed on August 15, 2011

(11)        Incorporated
herein









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 14, 2012



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
        
        (John G. Robertson) | Chairman of the Board, President, Chief Executive Officer and Director | August 14, 2012
|                                                           |                                                                        |                
|/s/ James Vandeberg
        
        (James Vandeberg)     | Chief Operating Officer, Chief Financial Officer and Director          | August 14, 2012
|                                                           |                                                                        |                
|/s/ Thomas Robertson
        
        (Thomas Robertson)   | Director                                                               | August 14, 2012
|                                                           |                                                                        |                











EXHIBIT 23.1



CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM



To the Board of Directors and Shareholders of



REGI U.S., Inc. (A Development Stage Company)



We consent to the incorporation by reference
in the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on May 11, 2007 (File No. 333-142865);
the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 14, 2004 (File No. 333-116459);
the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on December 3, 2003 (File No. 333-110879);
the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on August 26, 2003 (File No. 333-108205);
the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on July 1, 1997 (File No. 333-30495),
of our report dated August 14, 2012, relating to the consolidated financial statements for the years ended April 30, 2012 and 2011.



|/s/ MaloneBailey, LLP | 
|--------------------- | 
|www.malonebailey.com  | 
|Houston, Texas        | 
|                      | 
|August 14, 2012       | 











EXHIBIT 31.1



Certification of Chief Executive Officer
pursuant to

Section 302 of the Sarbanes-Oxley Act of
2002



I, John Robertson, certify that:



1.        I
have reviewed this annual report on Form 10-K for the fiscal year ended April 30, 2012 of REGI U.S., INC. (the “company”);



2.        Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by this report;



3.        Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in
this report;



4.        The
company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the company and have:



(a) Designed such disclosure controls
and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;



(b) Designed such internal control
over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;



(c) Evaluated the effectiveness
of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(d)Disclosed in this report any
change in the company’s internal control over financial reporting that occurred during the company’s most recent fiscal
quarter (the company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the company’s internal control over financial reporting; and



5.        The
company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons
performing the equivalent functions):



(a) All significant deficiencies
and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the company’s ability to record, process, summarize and report financial information; and



(b)Any fraud, whether or not material,
that involves management or other employees who have a significant role in the company’s internal control over financial
reporting.



|Date: August 14, 2012                   | 
|--------------------------------------- | 
|/s/ “John Robertson”                    | 
|John Robertson, Chief Executive Officer | 











EXHIBIT 31.2



Certification of Chief Financial Officer
pursuant to



Section 302 of the Sarbanes-Oxley Act of
2002



I, James Vandeberg, certify that:



1.        I
have reviewed this annual report on Form 10-K for the fiscal year ended April 30, 2011 of REGI U.S., INC. (the “company”);



2.        Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by this report;



3.        Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in
this report;



4.        The
company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the company and have:



(a) Designed such disclosure controls
and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;



(b) Designed such internal control
over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;



(c) Evaluated the effectiveness
of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(d) Disclosed in this report any
change in the company’s internal control over financial reporting that occurred during the company’s most recent fiscal
quarter (the company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the company’s internal control over financial reporting; and



5.        The
company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons
performing the equivalent functions):



(a) All significant deficiencies
and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the company’s ability to record, process, summarize and report financial information; and



(b) Any fraud, whether or not material,
that involves management or other employees who have a significant role in the company’s internal control over financial
reporting.



|Date: August 14, 2012                    | 
|---------------------------------------- | 
|/s/ “James Vandeberg”                    | 
|James Vandeberg, Chief Financial Officer | 











EXHIBIT 32.1



Certification of Chief Executive Officer
pursuant to

Title 18, United States Code, Section 1350,
as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of
2002



I, John G. Robertson, Chief Executive Officer of REGI U.S., Inc.,
certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to the best of my knowledge:



1. The Annual Report on Form 10-K of REGI U.S., Inc., for the year
ended April 30, 2012 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and



2. The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of REGI U.S., Inc.



Richmond, BC, Canada



|                | by: /s/ “John G. Robertson”
|--------------- | ---------------------------
|                |                            
|August 14, 2012 |                            
|                | John G. Robertson          
|                | Chief Executive Officer    



A signed original of this written statement required by Section
906 has been provided to REGI U.S., Inc. and will be retained by REGI U.S., Inc. and furnished to the Securities and Exchange Commission
or its staff upon request.











EXHIBIT 32.2



Certification of Chief Financial Officer
pursuant to

Title 18, United States Code, Section 1350,
as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of
2002



I, James Vandeberg, Chief Financial Officer of REGI U.S., Inc.,
certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to the best of my knowledge:



1. The Annual Report on Form 10-K of REGI U.S., Inc., for the year
ended April 30, 2012 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and



2. The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of REGI U.S., Inc.



Richmond, BC, Canada



|                | by: /s/ “James Vandeberg”
|--------------- | -------------------------
|August 14, 2012 |                          
|                | James Vandeberg          
|                | Chief Financial Officer  



A signed original of this written statement required by Section
906 has been provided to REGI U.S., Inc. and will be retained by REGI U.S., Inc. and furnished to the Securities and Exchange Commission
or its staff upon request.