SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q
                                  -----------

                                   (Mark One)

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

                For the quarterly period ended September 30, 2008
--------------------------------------------------------------------------------

                                      OR

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

            For the transition period from __________ to __________


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

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



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


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

                                  214-507-9507
                          (Issuer's telephone number)

                         Regent Petroleum Corporation
                            (Former name of Issuer)


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

                   Yes    X                            No
                       ------                             ------

Indicate by check mark whether the Registrant is a large  accelerated  filer, an
accelerated  filer or a  non-accelerated  filer.  See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

Large accelerated filer                       Accelerated filer
                        ---                                             ---

Non-accelerated filer                         Smaller reporting company
                        ---                                             ---
(Do not check if a smaller reporting company)



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

                   Yes    X                            No
                       ------                             ------

The number of outstanding shares of the issuer's only class of common stock as
of November 1, 2008 was 5,812,456.


<PAGE>


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

                               INDEX TO FORM 10-Q

                               September 30, 2008

                                                                       Page Nos.
                                                                       --------

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

  Consolidated Balance Sheets (Unaudited)                                  1
    at September 30, 2008 and December 31, 2007 (Audited)

  Consolidated Statements of Operations (Unaudited)                        2
    For the Three Months and Nine Months Ended September 30, 2008 and 2007
    For the Period from Inception (January 1, 1999) to
      September 30, 2008

  Consolidated Statements of Cash Flows (Unaudited)                        3
    For the Nine Months Ended September 30, 2008 and 2007
    For the Period from Inception (January 1, 1999) to
      September 30, 2008

  Notes to Consolidated Financial Statements                               4


Item 2.  Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                      9

Item 3.  Quantitative and Qualitative Disclosures About Market Risk       12

Item 4.  Controls and Procedures                                          12

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                12

Item 1A. Risk Factors                                                     13

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds      13

Item 6.  Exhibits                                                         13

SIGNATURE                                                                 14

EXHIBIT INDEX                                                             15



<PAGE>


                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements
-------  --------------------

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


<TABLE>
<S>                                                                   <C>                    <C>
                                                                       September 30,          December 31,
                                                                            2008                  2007
                                                                    ------------------    ------------------
                                     ASSETS                             (Unaudited)              Audited

CURRENT ASSETS
  Cash in bank                                                          $   14,227            $       20
  Settlements and receivable, net of $12,892
     allowance for uncollectible accounts                                        -                     -
                                                                         ---------             ---------
Total Current Assets                                                        14,227                    20

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

     Net property and equipment                                                  -                     -

Investments in affiliate (Note 6)                                          431,282               392,956
                                                                         ---------             ---------
TOTAL ASSETS                                                            $  445,509            $  392,976
                                                                         =========             =========


                 LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable, trade                                              $      213            $   36,170
   Accounts payable, stockholder                                            10,000                10,000
   Note payable, related parties                                            13,520                94,800
   Accrued interest payable                                                    582                 8,277
                                                                         ---------             ---------
      Total Current Liabilities                                             24,315               149,247
                                                                         ---------             ---------

STOCKHOLDERS' EQUITY
   Preferred stock, $.10 par value, 1,000,000
     shares authorized, 75,000 shares issued and
     outstanding, Regent GLSC Technologies, Inc.                           375,000               325,000
   Preferred stock, $.10 par value, 30,000,000
     shares authorized, no shares issued and
     outstanding, Registrant                                                     -                     -
   Common stock, $.01 par value, 100,000,000
     shares authorized, 5,812,456 shares issued
     and outstanding at September 30, 2008;
     5,657,456 shares issued and outstanding
     at December 31, 2007                                                   58,125                56,575
   Paid-in capital in excess of par                                      3,352,746             3,351,545
   Accumulated deficit (including $16,677 deficit
     accumulated since reentering the development stage)                (3,364,677)           (3,489,391)
                                                                         ---------            ---------
     						                           421,194               243,729
                                                                         ---------             ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                              $  445,509            $  392,976
                                                                         =========             =========


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

</TABLE>

                                       1
<PAGE>

                    REGENT TECHNOLOGIES, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
          FOR THE THREE AND NINE MONTHS ENDED September 30, 2008 AND 2007
                        AND FOR THE PERIOD JANUARY 1, 1999
                              THROUGH September 30, 2008
                                   (UNAUDITED)
<TABLE>

                                           For the          For the           For the          For the
                                            three            three              nine             nine           Cumulative
                                            months           months            months           months      Since Re-entering
                                       ended September  ended September   ended September  ended September  Development Stage
                                           30, 2008         30, 2007          30, 2008          30, 2007      January 1, 1999
                                         ------------     ------------      ------------      ------------      ------------
<S>                                    <C>              <C>               <C>               <C>               <C>

Revenues                                 $         -      $         -       $       -         $       -         $       -

Operating expenses:
   General and administrative                12,757             6,761           30,437            39,440           294,602
                                           ---------        ---------        ---------         ---------         ---------
Operating loss                             ( 12,757)         (  6,761)        ( 30,437)         ( 39,440)         (294,602)
                                           ---------        ---------        ---------         ---------         ---------
Other income and (expense):
    Gain on fair value measurement           27,087                 -          103,201                 -           103,201
    Gain on extinguishment of debt                -                 -           21,154             4,124           145,340
    Gain on sale of investment                    -            41,456           35,125            41,456            76,581
    Stock grant expense                           -                 -         (  2,750)                -          ( 11,222)
    Interest expense                       (    250)         (  1,708)        (  1,578)         (  4,496)         ( 35,975)
                                           ---------        ---------        ---------         ---------         ---------
Total other income (expense)                 26,837            39,748          155,152            41,084           277,925

Income (loss) from continuing operations
  before income taxes                        14,080            32,987          124,715             1,644          ( 16,677)

Provisions for income taxes                       -                 -                -                 -                 -
                                           ---------        ---------        ---------         ---------         ---------
Net income (loss)                            14,080            32,987          124,715             1,644          ( 16,677)
                                           =========        =========        =========         =========         =========

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

Weighted Average Shares Outstanding        5,812,456        4,793,983        5,711,416         4,793,983


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

</TABLE>

                                       2

<PAGE>
                     REGENT TECHNOLOGIES, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE NINE MONTHS ENDED September 30, 2008 AND 2007
                         AND FOR THE PERIOD JANUARY 1, 1999
                            THROUGH September 30, 2008
                                  (UNAUDITED)
<TABLE>
						  		   		                    Cumulative
                                                                                                 Since Re-entering
                                                      For the Nine Months Ended September 30,    Development Stage
                                                                2008                2007          January 1, 1999
                                                             ------------       ------------        ------------
<S>                                                          <C>                <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                           $ 124,715          $    1,644           $ (16,667)
  Adjustments to reconcile net income (loss) to net
   cash used in operating activities:
     Depreciation                                                     -                   -               3,762
     Gain on fair value measurement                            (103,201)                  -            (103,201)
     Gain on extinguishment of accounts payable                ( 21,154)           (  4,124)           (145,340)
     Gain on stock sale                                        ( 35,125)           ( 41,456)           ( 76,581)
     Note issued for settlement expenses                              -                   -              20,000
     Common stock issued for services                             2,750                   -              16,222
     Common stock issued in legal settlement                          -                   -              14,000
     Decrease in settlements and note receivable                      -                   -               4,800
     Decrease in other assets                                         -                   -               1,967
     Increase in allowance for uncollectible settlements              -                   -              79,892
     Increase (decrease) in accounts payable                   ( 14,803)             27,106              31,545
     Increase (decrease) in accounts payable, stockholder             -                   -              10,000
     Increase in accrued liabilities                              7,695               3,597              35,318
                                                              ---------           ---------           ---------
        Net Cash Used In Operating Activities                  ( 54,513)           ( 13,233)           (124,293)
                                                              ---------           ---------           ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Investment in MacuCLEAR preferred stock                             -            (350,000)           (350,000)
                                                              ---------           ---------           ---------
        Net Cash Used in Investing Activities                         -            (350,000)           (350,000)
                                                              ---------           ---------           ---------
CASH FLOWS FROM FINANCING ACTIVITIES:

  Proceeds from sale of Preferred Stock                          50,000             325,000             375,000
  Proceeds from sale of common stock                                                  1,500               1,500
  Proceeds from note payable - related party                                         38,200              94,800
  Proceeds from sale of investments                             100,000             148,500             248,500
  Repayments of note payable                                   ( 81,280)           (150,000)           (231,280)
                                                              ---------           ---------           ---------
        Net Cash Provided By Financing Activities                68,720             363,200             488,520
                                                              ---------           ---------           ---------
Net Increase in cash                                             14,207            (     33)             14,227

Cash At Beginning Of Period                                          20                 175                   -
                                                              ---------           ---------           ---------
Cash At End of Period                                         $  14,227           $     142           $  14,227
                                                              =========           =========           =========

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


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

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

    Common stock issued for director stock awards
    and services                                              $   2,750           $       -           $  16,222

    Common stock returned in failed consideration
    and debt settlement                                       $       -           $       -           $ 509,760

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

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

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

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

</TABLE>

                                        3
<PAGE>

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

1.     BASIS OF PRESENTATION
       ---------------------

The accompanying  unaudited  consolidated  financial  statements included herein
have been prepared by REGENT TECHNOLOGIES, INC. (the "Registrant" or  "Company")
pursuant to the rules and regulations of the Securities and Exchange  Commission
for interim  financial  information,  and do not include all the information and
footnotes  required by accounting  principles  generally  accepted in the United
States  of  America  for  complete  financial  statements.  In  the  opinion  of
management, the accompanying unaudited consolidated financial statements include
all adjustments,  which are of a normal recurring nature, necessary to reflect a
fair presentation of the results for the interim periods presented.  The results
of operations for such interim  periods are not  necessarily  indicative of what
may occur in future periods.

The  unaudited  consolidated  financial  statements  herein  should  be  read in
conjunction  with the Company's audited report on Form 10-KSB for the year ended
December 31, 2007, which was previously filed with the  Securities  and Exchange
Commission.

Going concern uncertainties

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

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

Development stage activities

By the end of 1998, the Company had  ceased operations  and had  divested itself
of any  interests  in subsidiary  companies and  effective  January 1, 1999  had
re-entered  the development  stage.  Accordingly, all of the Company's operating
results and cash flows reported in  the accompanying  financial  statements from
that date are  considered to be  those related to  development  stage activities
and  represent the 'cumulative  from  inception' amounts  from  its  development
stage  activities  reported   pursuant  to  Statements of  Financial  Accounting
Standards  No. 7, Accounting  and  Reporting  by  Development Stage Enterprises.

Management estimates

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

                                        4
<PAGE>

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

Recent accounting pronouncements

In December 2007, the  FASB  issued Statement of Financial  Accounting Standards
No. 141  (revised 2007)  ("SFAS 141R"), Business  Combinations, and Statement of
Financial  Accounting Standards  No. 160 ("SFAS 160"), Noncontrolling  Interests
in  Consolidated  Financial  Statements, an  amendment  of  Accounting  Research
Bulletin  No. 51. SFAS 141R  will change how business acquisitions are accounted
for and will  impact  financial  statements  both on the acquisition date and in
subsequent  periods.  SFAS 160  will  change  the  accounting  and reporting for
minority interests, which will be  recharacterized  as  noncontrolling interests
and classified as a component  of equity.  SFAS 141R and SFAS 160 are  effective
in 2009. The Company is  currently evaluating the impact that SFAS 141R and SFAS
160 will have on its consolidated financial statements.

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

In February 2007, the FASB issued Statement No. 159, "The  Fair Value Option for
Financial Assets and  Financial  Liabilities, including  an  amendment  of  FASB
Statement No. 115" ("SFAS 159").  SFAS 159 allows entities to choose to  measure
certain  financial  instruments  and  certain  other  items  at  fair value. The
standard requires that unrealized gains and  losses on items for  which the fair
value option has been elected be reported in earnings. SFAS 159 is effective for
fiscal years beginning after November 15, 2007.

Effective January 1, 2008, the Company adopted SFAS 157 and SFAS 159 without any
effect.  Management is continuously assessing  its adoption of SFAS 157 and SFAS
159, and the effect, if any, on the Company's  financial  position or results of
operations.  See  Note 9  for  disclosures and adjustments required by these new
pronouncements.

Net income (loss) per share

The net income (loss) per share is computed by dividing the net income (loss) by
the weighted  average  number of  shares of common outstanding.  Warrants, stock
options,  stock  grants and  common  stock issuable  upon  the conversion of the
Company's preferred  stock (if any), are  not included in the computation if the
effect would be anti-dilutive and would  increase the  earnings or  decrease the
loss per share.

2.     PROVISION FOR INCOME TAXES
       --------------------------

At September 30, 2008, Regent had  net  operating loss  carryforwards  to offset
against  future  taxable income.  No  tax  expense  has  been  reported  in  the
September 30, 2008 financial statements since  the potential tax is  offset by a
utilization of net operating losses of the same amount.

                                        5
<PAGE>

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



                                             September 30, 2008
                                               --------------

Income (loss) before federal income taxes      $      124,715
Income tax expense (benefit)                          (42,403)
Income tax benefit of utilization of net
operating losses                                       42,403
                                               --------------
Net income                                     $      124,715
                                               ==============

Due to the  change in  ownership  provisions  of the Tax Reform Act of 1986, net
operating  loss  carryforwards  for  federal  income  tax reporting purposes are
subject to annual limitations. Should a change in ownership occur, net operating
loss carryforwards may be limited as to use in the future.

3.     SIGNIFICANT EVENTS
       ------------------

Effective January 1, 2008, the  Company  adopted the  provisions of SFAS 157 and
SFAS 159. Pursuant to the Company's election of the fair value option to measure
certain  financial  instruments, unrealized  gains of  $27,087 and $103,201 were
recognized  for  the  current  quarter  and  year-to-date, respectively, due  to
materiality.  See Note 9, Fair Value Measurements.

Effective June 30, 2008, the Company issued  225,000 shares  of common  stock to
directors at $0.01 per share pursuant to its 2007 restricted stock awards. Also,
the Company granted 50,000  shares at $0.01  per share  for legal services.  See
Note 8, Stock-Based Compensation.

The Company received notification on  May 16, 2008, that  the Court had rendered
a default judgment in favor of the Company counter-claim against the last defen-
dant in the  case styled Leake v. Regent Technologies, Inc. which  included  the
ruling that 120,000 common stock shares  of the  Company should  be cancelled as
unauthorized shares issued without consideration.  See PART II, Item 1 herein.


4.     GAIN ON THE EXTINGUISHMENT OF DEBT
       ----------------------------------

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


5.     CAPITAL STRUCTURE DISCLOSURES
       -----------------------------

Common Stock

The Company's capital  structure is  complex and consists of preferred stock and
a general class of common stock. The Company is  authorized to issue 130,000,000
shares  of stock, of  which 30,000,000 have  been designated as preferred shares
with  a par  value per share of $.10, and  100,000,000 have  been  designated as
common  shares with  a par  value per share of $.01.  As of this interim report,
5,812,456  shares of  common  stock are outstanding.  This compares to 4,793,983
shares for the same period in 2007 with  the difference due  to  issuances under
stock-based  compensation (Note 8) and  the  cancellation of 120,000 shares as a
result of a favorable default judgment (Note 3).

                                        6
<PAGE>

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

Subsidiary Preferred Stock

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

6.     INVESTMENTS IN AFFILIATE
       ------------------------

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


7.     NOTES PAYABLE - RELATED PARTIES
       -------------------------------

Beginning in  2005, the  Company  borrowed various amounts for general corporate
purposes  under a note  payable  to NR Partners, a  partnership comprised of the
President as  a  partner and  director David Ramsour as a partner.  The total NR
borrowings outstanding at  December 31, 2007 was $89,800.  On December 28, 2007,
the Company borrowed  $5,000 under  a promissory  note to director Phil Ralston.
During the first quarter, the  Company made payments toward the NR Partners note
totaling $76,300 in principal and $9,000 in interest. During the second quarter,
the Company repaid the $5,000 principal  on the note payable to Phil Ralston and
paid interest on the outstanding notes payable.

8.     STOCK-BASED COMPENSATION
       ------------------------

The Company has outstanding restricted  common  stock  grant awards issued under
its equity incentives for board members.  The Company  granted 847,223 shares of
restricted common stock in 2007.  See Note 3 to  the financial statements in the
Company's  Form 10-KSB  for  the year  ended  December 31, 2007  for  additional
information.  The Company accounts for stock grants and  restricted stock awards
in accordance with SFAS No. 123(R), "Accounting for Stock-Based Compensation."

Effective June 30, 2008, the Company issued new  restricted  stock in the amount
of 225,000 as additional vested shares pursuant to the June 30 vesting period in
the  restricted  stock award agreements with the directors.  Also effective June
30, 2008, the Company  approved  the issuance 50,000 shares  of  new  restricted
common stock  as  consideration for legal services.  The  amount  of  $2,750 was
recognized as stock-based compensation expense for the current period.

                                        7
<PAGE>

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


9.     FAIR VALUE MEASUREMENTS
       -----------------------

SFAS No. 157  establishes a fair  value hierarchy and specifies that a valuation
technique used to measure fair value shall maximize the use of observable inputs
and minimize  the  use of  unobservable  inputs.  The  objective of a fair value
measurement is to determine the price that would be received to sell an asset or
paid to transfer a liability in an  orderly transaction  between participants in
the market at the measurement date (an exit price).  Accordingly, the fair value
hierarchy  gives the highest  priority  to quoted  prices (unadjusted) in active
markets for identical assets or liabilities (Level 1) and the lowest priority to
unobservable  inputs (Level 3).  The three  levels of  the  fair value hierarchy
under SFAS No. 157 are described below:

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

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

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

The Company is responsible for the valuation process and as part of this process
may use  data  from  outside  sources in  establishing fair value.  The  Company
performs  due  diligence  to  understand  the inputs  used or  how  the data was
calculated or derived.  The Company corroborates the  reasonableness of external
inputs in the valuation process.

As required by SFAS No. 157, investments are  classified within the level of the
lowest significant  input  considered  in  determining  fair value.  Investments
classified within Level 3 consider several  inputs  and  may  include Level 1 or
Level 2  inputs  as  components of the overall fair value measurement. The table
below sets  forth information about the level within the fair value hierarchy at
which the Company's investments are measured at September 30, 2008:


<TABLE>
<CAPTION>

Investments in affiliate
-------------------------

                                LEVEL 1           LEVEL 2            LEVEL 3             TOTAL
                            --------------    ---------------    ---------------    ---------------
<S>                         <C>               <C>                <C>                <C>
MacuCLEAR Preferred Stock   $           --    $            --    $       431,282    $       431,282
                            ==============    ===============    ===============    ===============

</TABLE>


                                        8
<PAGE>

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

The Company  determined  that  its  investment in MacuCLEAR Preferred Stock, was
valued fairly for the first quarter due to the nominal  sales of  the  Preferred
Stock since  the  date of issuance, April 17, 2007.  Regent GLSC's investment in
MacuCLEAR  Preferred  Stock  was purchased  for $2.595 per share in April, 2007.
During the second  quarter of 2007, Regent GLSC sold 42,000 shares for $3.60 per
share and during  the first  quarter of 2008,  the Company  sold  another 25,000
shares for $4.00 per  share.  Both  sales  were  arms-length  transactions  with
independent  third-parties.  As  additional  input  to  the  valuation  process,
MacuCLEAR has received FDA  approval  for  human  clinical  trials  and has sold
44,446 shares  of  Preferred Stock  for  $4.50 per  share  since  June 30, 2008.
Therefore, the Company applied $4.50 per share as the measurement of  fair value
for  its  remaining  investment in  MacuCLEAR  Preferred Stock  and  due  to the
materiality  of  the  appreciation, the  amounts of  $76,114  and  $27,087  were
recognized as gains for the second and third quarters, respectively for a  total
of $103,201 year-to-date. The following is a reconciliation in which significant
input under Level 3 was used in determining the value of the investment:

<TABLE>
<CAPTION>

                                               Investments in
                                               affiliate
                                               --------------
<S>                                            <C>
Beginning Balance as of 12/31/07 (audited)     $      392,956
Realized gain/(loss)                                   35,125
Change in unrealized
appreciation/(depreciation)                           103,201
Net purchase/sales                                   (100,000)
Net transfers in and/or out of
Level 3                                                    --
                                               --------------
ENDING BALANCE AS OF 9/30/08                   $      431,282
                                               ==============
</TABLE>

10.    SUBSEQUENT EVENTS
       -----------------

During October, 2008, the Company  paid the outstanding payable to the President
under stockholder accounts payable in the amount of $10,000.



Item 2.  Management's Discussion and Analysis of Financial Condition
-------  -----------------------------------------------------------
         and Results of Operations
         -------------------------

INTRODUCTION - STATEMENT OF FORWARD-LOOKING INFORMATION
-------------------------------------------------------

The Private Securities Litigation Reform Act of 1995 (the "Act") provides a safe
harbor for forward-looking  statements made by or on behalf of the Company.  The
Company  and its  representatives  may from  time to time make  written  or oral
statements that are  "forward-looking",  including  statements contained in this
report and other filings with the Securities and Exchange Commission, reports to
the  Company's  shareholders  and news  releases.  All  statements  that express
expectations, estimates, forecasts or projections are forward-looking statements
within the meaning of the Act. In addition,  other  written or oral  statements,
which constitute forward-looking  statements, may be made by or on behalf of the
Company. Words such as "expects", "anticipates", "intends", "plans", "believes",
"seeks", "estimates",  "projects",  "forecasts",  "may", "should", variations of
such words and similar expressions are intended to identify such forward-looking
statements.  Management cautions that forward-looking statements  are subject to
risks and uncertainties that could cause our actual results to differ materially
from  projections in  such  forward-looking statements. The risks, uncertainties
and other important factors that may cause our results to differ materially from
those projected  in such forward-looking statements are detailed under the "Risk
Factors" and elsewhere  in our  Annual Report on Form 10-KSB for our fiscal year
ended December 31, 2007.  We undertake no obligation to update a forward-looking
statement to reflect subsequent events, changed circumstances, or the occurrence
of unanticipated events.

                                        9
<PAGE>

This discussion  should  be  read in conjunction with the consolidated financial
statements and  notes presented  in this  Form 10-Q and the financial statements
and notes in  our last  filed Annual Report on Form 10-KSB filed  for the period
ending December 31, 2007  for a full understanding of our financial position and
results of operations for the  three and nine month  periods ended September 30,
2008.

OVERVIEW
--------

Regent Technologies, Inc., a Colorado corporation, is listed on the OTC Bulletin
Board  under  the  symbol "REGT".  The  Registrant  ("Regent," "Company,"  "we,"
"our" or  "us")  is  a  technology-based  company  engaged  in  identifying  and
developing  or investing  in  emerging  technologies.  On April 17, 2007, Regent
invested in the development of a  life science technology with the  purchase  of
MacuCLEAR Preferred Stock  through our  subsidiary, Regent GLSC Technology, Inc.
See Note 1 of the  financial  statements  and notes in the Annual Report on Form
10-KSB filed  for the period ending December 31, 2007.

During 2008, the  Company  has  continued  its review  of opportunities  for the
development or co-development of new technologies.  The discussions have focused
primarily on companies holding technologies or technology licenses in the fields
of life sciences, environmental services and energy development with an emphasis
on alternative energy and the non-conventional development of energy resources.

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

Management's  discussion  and  analysis of  financial  condition  and results of
operations  is  based  on  the  accounting  policies used  and disclosed in this
quarterly  report  and  in  the  2007  consolidated   financial  statements  and
accompanying notes that  were prepared in  accordance with accounting principles
generally accepted in the  United States of America  and included as part of the
Company's annual  report on  Form 10-KSB for the  year ended  December 31, 2007.
The  preparation  of the referenced consolidated  financial  statements required
management to make  estimates and assumptions that affected the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at
the dates of the consolidated financial  statements and the reported  amounts of
expenses  during the  reporting periods.  Actual amounts or results could differ
from those estimates.

The  significant  accounting  policies of the Company are described in Note 1 to
the 2007 consolidated financial statements, and the critical accounting policies
and estimates are described in Management's  Discussion and Analysis included in
Item 7 of the 2007 Form 10-KSB.  There  have  been no  changes  in the  critical
accounting policies. Information concerning the implementation and the impact of
new accounting  standards  issued by the Financial  Accounting  Standards  Board
("FASB") is included in the notes to the 2007 consolidated financial statements.
The Company  adopted FASB Interpretation No. 157 and FASB Interpretation No. 159
effective January 1, 2008.  Pursuant to the Company's election of the fair value
option under FASB Interpretation No. 159, unrealized  gains  were recognized for
the previous and current quarters.  See Note 9, Fair Value Measurements.

                                       10
<PAGE>

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

For the  quarter ended  September 30,  2008,  net  income  was  $14,080 compared
to  net income of  $32,987 in the third quarter of 2007.  The net income for the
the current  period was  the result  of the unrealized  gain of $27,087 from the
fair value measurement of the MacuCLEAR Preferred Stock.  The net income in 2007
was from a $35,125 gain from the sale of a portion of the Company's  holdings in
MacuCLEAR Preferred Stock.  For the first nine months  of  2008,  net income was
$124,715 or $0.02  per share, compared  to  net income  of $1,644 for  the  same
period  in 2007.  The income for the  first nine months was  the result of total
year-to-date  unrealized  gains of $103,201 due to the fair value measurement of
the MacuCLEAR Preferred Stock investment, plus a $35,125 gain from the sale of a
portion  the  Company's  holdings  of  MacuCLEAR Preferred  Stock and the second
quarter gain on the extinguishment of debt in the amount of $21,154.

Operating Expenses

Operating  expenses  primarily  include  administrative and accounting expenses,
litigation settlement expense  and acquisition expenses related to the MacuCLEAR
Preferred Stock.  General and administrative  expenses  were $12,757 and $30,437
for the three and  nine months ended September 30, 2008 compared  to  $6,761 and
$39,440 for the three and nine months ended September 30, 2007. The increase for
the current quarter was due to the one-time expense for the  preparation  of tax
returns for the past 10 years.  Interest  expense  decreased period  over period
due to a reduction in outstanding  debt to $24,315 for the  current period  from
$149,247 for the period  ending December 31, 2007.  See Note 1 of the  financial
statements and notes in the  Annual Report on Form 10-KSB  filed  for the period
ending December 31, 2007.

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

As a development stage company, Regent has funded  operations through short-term
borrowings and equity investment sales in order to meet obligations.  Our future
operations  are  dependent  upon  external funding and our ability  to  increase
revenues  and reduce expenses.  Management believes that sufficient funding will
be available  from additional related party borrowings and private placements to
meet our business  objectives  including  anticipated  cash   needs for  working
capital, for a reasonable period of time.

As of September 30, 2008, the  Company had  total assets of $445,509  and  total
liabilities  of $24,315.  The  Company  has borrowings under a note  payable  to
NR Partners, a  partnership  of  which  the  President and one  Director are the
partners. The NR Partners note bears interest at a rate of 8.5 percent per annum
(see Note 7).  The funds have been used  for general corporate purposes and  the
outstanding  balance as  of November 1, 2008 is $13,520.  The note was due on or
before  July 31, 2008 and is  currently being  renegotiated.  Regent GLSC raised
$375,000 of capital through the sale of  75,000 shares of its Series A Preferred
Stock, which monies were used to purchase MacuCLEAR Preferred Stock. Regent GLSC
has generated  income in  the amount of $76,581 through  the sale of part of its
holdings of MacuCLEAR Preferred Stock.

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

                                       11
<PAGE>

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

Off-Balance Sheet Arrangements

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


Item 3.  Quantitative and Qualitative Disclosures About Market Risk
-------  ----------------------------------------------------------

There have been no material changes in market risk from the information provided
in our Annual Report on Form 10-KSB as of December 31, 2007.


Item 4.  Controls and Procedures
-------  -----------------------

Evaluation of Disclosure Controls and Procedures

The Company's  principal  executive  and  financial  officers  have conducted an
evaluation of  the  effectiveness  of  the  Company's  disclosure  controls  and
procedures pursuant to  Rule 13a-15(b) under the Securities Exchange Act of 1934
as of the end of the period (the "Evaluation Date"). Based upon that evaluation,
the Company's principal executive and financial officers have concluded that, as
of the Evaluation Date, the Company's  disclosure controls  and  procedures were
effective in ensuring that  all  material  information  relating  to the Company
required to be filed in  this quarterly  report has been made known to them in a
timely manner.  The Company  believes  that a control system, no matter how well
designed and operated, cannot  provide absolute assurance that the objectives of
the control system are met, and no evaluation of controls  can provide  absolute
assurance  that all issues of control and instances of fraud, if any, within any
company have been detected.

Changes in Internal Control over Financial Reporting

No change in the Company's system of internal  control over financial  reporting
occurred during the most recent fiscal quarter that has materially affected,  or
is  reasonably  likely to materially  affect,  internal  control over  financial
reporting.

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings
-------  -----------------

On November 2, 2005,  W. T. Skip Leake  initiated litigation  in the 101st State
District Court of Dallas County  against  the Company  and  the  Company's stock
transfer  agent  seeking a  declaratory  judgment for  the  release of 1,000,000
shares of the  7,331,504 shares  which  former  management  states  were  issued
without consideration.  The Company filed a counter-claim  against 35 defendants
for a declaratory  judgment  that all  disputed shares  were invalid for lack of
Director approval and  failure of  consideration and  that  the 7,331,504 shares
should be cancelled.  On  September 18, 2006, the Company  reached  a settlement
with W. T. Skip Leake, whereby he  effectively  agreed to return 900,000 shares.
Following the  surrender of approximately 16,000,000 shares, the Company filed a
default judgment on one defendant and  a dismissal  of the lawsuit.  On  May 16,
2008, the Company received notice that the default judgment had been rendered in
favor  of  the  Company and the lawsuit  was terminated.  The  default  judgment
declared  an  additional  120,000 shares of common stock of the Company void and
the shares were cancelled effective June 30, 2008.

                                       12
<PAGE>

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

In  addition  to the other  information  set forth in this  report,  the factors
discussed in Part I, "Item 1A. Risk Factors." in the Company's 2007 Form 10-KSB,
which could materially  affect the Company's  business,  financial  condition or
future results, should be carefully considered.  The risks described in the 2007
Form  10-KSB are not the only  risks  facing the Company.  Additional  risks and
uncertainties not currently known to the Company or that currently are deemed to
be immaterial  also may  materially  adversely  affect the  Company's  business,
financial condition or operating results.


Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
-------  -----------------------------------------------------------

The following information relates to  all securities issued or sold by us during
the period covered by this report and not registered under the Securities Act of
1933.  Each of the  transactions referenced below was conducted in reliance upon
the available exemptions from the registration  requirements  of  the Securities
Act of 1933 under  Section 3(a)(9) of  the Securities Act of 1933. There were no
underwriters employed in connection with any of the transactions.

On February 20, 2008, Regent  GLSC sold  10,000 shares of  Regent GLSC Preferred
Stock for $5.00 per share as the  final sale under the initial private placement
offering  for  the sale of  Regent GLSC Preferred Stock.  The proceeds were used
for general corporate purposes.


Item 6.  Exhibits
-------  --------

 Exhibit No.                               Description
 -----------                               -----------
     31            Certification required by Rule 13a-14(a) under the Securities
                   Exchange Act of 1934.

     32            Certification required pursuant to 18 U.S.C. Section 1350.

                                       13
<PAGE>




                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


Date:  November 7, 2008            REGENT TECHNOLOGIES, INC.
                                          (Registrant)

                           By: /s/ David A. Nelson
                                   ---------------------------------------
                                   David A. Nelson, Chief Executive Officer
                                   (Principal Financial and Accounting Officer)

                                       14
<PAGE>




                                  EXHIBIT INDEX
                                  -------------

Exhibit No.                             Description
-----------                             -----------

31        Certification required by Rule 13a-14(a) under the Securities Exchange
          Act of 1934 - Filed herewith.

32        Certification required pursuant to 18 U.S.C. Section 1350 - Filed
          herewith.


                                       15