
Table of Contents Index to Financial Statements

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

þ	Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934:
	For the fiscal year ended: December 31, 2014
	For the fiscal year ended: December 31, 2015
¨	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934:
	For the transition period from: ___________________ to ____________________

001-13621

(Commission File Number)

REGENT TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

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

5646 Milton, Suite 722, Dallas, Texas 75206

(Address of principal executive offices, including zip code)

(855) 744-7449

(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Act: None

Securities registered under Section 12(g) of the Act: Common Stock, $0.01 par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ¨ No þ

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

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. þ

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, and accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨

Accelerated filer

Non-accelerated filer ¨

Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ¨ No þ

As of ~~March~~April 3114, ~~2015~~2016, the registrant had 23,~~130~~249,~~233~~355 shares of common stock issued and outstanding. No market value has been computed based upon the fact that no active trading market had been established as of December 31, ~~2014~~2015.

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REGENT TECHNOLOGIES, INC.

TABLE OF CONTENTS

		Page
Cautionary Note and Glossary of Oil and Natural Gas Terms		3
Glossary of Terms		3
Cautionary Note Regarding Forward-Looking Statements		3
Part I
Item 1.	Business	5
Item 1A.	Risk Factors	108
Item 1B.	Unresolved Staff Comments	1814
Item 2.	Properties	1814
Item 3.	Legal Proceedings	1916
Item 4.	Mine Safety Disclosures	1916
Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2017
Item 6.	Selected Financial Data	2017
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2118
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	2420
Item 8.	Financial Statements and Supplementary Data	2521
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	4139
Item 9A.	Controls and Procedures	4140
Item 9B.	Other Information	42
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	4341
Item 11.	Executive Compensation	4442
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	4543
Item 13.	Certain Relationships and Related Transactions, and Director Independence	4643
Item 14.	Principal Accounting Fees and Services	4643
Part IV
Item 15.	Exhibits and Financial Statements Schedules	4745
Signatures		4846

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~~CAUTIONARY~~GLOSSARY ~~NOTE~~OF ~~REGARDING FORWARD-LOOKING STATEMENTS~~TERMS

The ~~information in this Form 10-K includes “forward-looking statements” within~~definitions ~~the~~set ~~meaning~~forth ofbelow ~~Section~~apply 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical or current facts, that address activities, events, outcomes and other matters that we plan, expect, intend, assume, believe, budget, predict, forecast, project, estimate or anticipate (and other similar expressions) will, should, could or may occur in the future are forward-looking statements. These forward-looking statements are based on management’s current expectations and belief, based on currently available information, as to the ~~outcome~~indicated ~~and~~terms ~~timing of future events and their effect on us. While management believes that these forward-looking statements are reasonable~~ as ~~and~~used when made, there can be no assurance that future developments affecting us will be those that we anticipate. All statements concerning our expectations for future operating results are based on our forecasts for our existing operations and do not include the potential impact of any future acquisitions. Our forward-looking statements involve significant risks and uncertainties, many of which are beyond our control, and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. Important factors that could cause actual results to differ materially from those in ~~the forward-looking statements include, but are not limited to, those described in (1) Part I, “Item 1A - Risk Factors” and other cautionary statements in~~ this ~~Form~~report ~~10-K, (2) our reports~~ and ~~registration statements filed from time to time with~~ the ~~Securities~~exhibits ~~and Exchange Commission (“SEC”), and (3) other announcements we make from time to time~~hereto.

~~GLOSSARY~~• OFAC ~~OIL~~refers ~~AND~~to ~~NATURAL~~alternating ~~GAS TERMS~~current.

As• Bbl refers to one stock tank barrel, or 42 U.S. gallons liquid volume, used herein, ~~the~~in ~~following~~reference ~~terms~~to ~~have~~crude ~~specific~~oil ~~meanings~~or asother ~~set forth~~liquid ~~below:~~hydrocarbons.

~~Area~~• ofBtu ~~mutual~~refers ~~interest~~to ~~means,~~british ~~generally, an~~thermal ~~agreed upon area of land~~unit, ~~varying in size, included and described in an oil and natural gas exploration agreement~~ which ~~participants agree~~is will be subject to rights of first refusal as among themselves, such that any participant acquiring any minerals, royalty, overriding royalty, oil and natural gas leasehold estates or similar interests in the ~~designated~~heat ~~area,~~required ~~is obligated~~ to ~~offer~~raise the ~~other~~ ~~participants~~temperature ~~the opportunity to purchase their agreed upon percentage share~~ of ~~the interest so acquired on the same basis and cost as purchased by the acquiring participant. If the other participants, after~~ a ~~specific time period, elect not to acquire their pro~~one-~~rata~~pound ~~share,~~mass ~~the~~of ~~acquiring~~water ~~participant~~from is58.5 ~~typically then free~~ to ~~retain~~59.5 ordegrees ~~sell such interests~~Fahrenheit.

~~Back-in~~• ~~interests~~CSP ~~involve~~refers ~~the~~to ~~transfer~~Concentrated ofSolar ~~interest in a property~~Power, ~~with~~ ~~provision~~which tois ~~the~~solar ~~transferor~~generation tofrom ~~receive~~thermal acollection ~~reversionary interest in the property after the occurrence of certain events~~devices.

~~Bbl~~• ~~means~~DG ~~barrel,~~Solar 42refers Uto distributed solar generation.S. ~~gallons~~DG ~~liquid~~Solar ~~volume,~~systems ~~used~~are ~~in this~~deployed ~~report~~at inthe ~~reference~~site toof ~~crude~~end-use, ~~oil~~such oras ~~other~~businesses ~~liquid~~and ~~hydrocarbons~~homes.

~~Boe~~• ~~means~~kW ~~barrels~~refers ofto ~~crude~~a ~~oil equivalent~~kilowatt, ~~determined~~or ~~using the~~1,000 ~~ratio~~watts. ofAs ~~six~~used ~~mcf~~in ofthis ~~natural~~report, ~~gas~~all references to awatts ~~bbl~~refer to measurements of ~~crude~~alternating ~~oil~~current, ~~condensate~~except orwhere ~~natural~~otherwise ~~gas liquids~~noted.

~~Carried~~• ~~interests~~ITCs ~~means,~~refers ~~generally, a working interest which does not bear its share of the exploration costs until a designated well has been drilled and completed~~ to ~~the~~investment ~~casing~~tax ~~point or to the tanks, depending on the agreement, after which point the carried interest must bear its share of the costs of production~~credits.

~~Development~~• ~~costs~~Mcf ~~are~~refers ~~costs incurred~~ to ~~drill,~~one ~~equip,~~thousand orcubic ~~obtain~~feet ~~access to proved reserves. They include costs~~ of ~~drilling~~natural ~~and equipment necessary to get products to the point of sale and may entail on-site processing~~gas.

~~Economically~~• ~~producible~~Operator asrefers ~~it relates~~ to athe ~~resource,~~individual ~~means a resource that generates revenue that exceeds,~~ or iscompany ~~reasonably~~responsible ~~expected~~for tothe ~~exceed~~exploration, ~~the~~exploitation ~~costs~~and ofproduction ~~the operation. The value~~ of ~~the products~~an ~~that~~oil ~~generate~~or ~~revenue shall be determined at the terminal point of oil-and-~~natural gas ~~producing~~well ~~activities~~or lease.

•

PPA refers to a power purchase agreement.

•

Productive well refers to a well that is found to be capable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of such production exceed production expenses and taxes. Proved developed producing reserves. Proved developed reserves that are expected to be recovered from completion intervals currently open in existing wells and capable of production.

•

Proved reserves refers to those quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for estimation.

•

Proved undeveloped reserves. Proved reserves that are expected to be recovered from new wells on undrilled acreage or from existing wells where a relatively major expenditure is required for recompletion. PV refers to Photovoltaic.

•

RPS refers to renewable portfolio standards mandated by state law that require a regulated retail electric utility to procure a specified percentage of its total electricity delivered to retail customers in the state from eligible renewable energy resources, such as solar energy projects, by a specified date.

•

Workover refers to operations on a producing well to restore or increase production.

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~~Estimated~~CAUTIONARY ~~ultimate~~NOTE ~~recovery~~REGARDING isFORWARD-LOOKING ~~the sum of reserves remaining as of a given date and cumulative production as of that date.~~STATEMENTS

~~Exploratory~~The ~~well~~information isin athis ~~well~~Form ~~drilled~~10-K toincludes ~~find~~“forward-looking astatements” ~~new~~within the ~~field~~meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical or current facts, that address activities, events, outcomes and other matters that we plan, toexpect, ~~find~~intend, aassume, ~~new~~believe, ~~reservoir~~budget, inpredict, aforecast, ~~field~~project, ~~previously~~estimate ~~found~~or toanticipate be(and ~~productive~~other ofsimilar ~~oil~~expressions) will, should, could or ~~natural~~may ~~gas~~occur in ~~another~~the ~~reservoir~~future are forward-looking statements. ~~Generally~~These forward-looking statements are based on management’s current expectations and belief, anbased on currently available information, as to the outcome and timing of future events and their ~~exploratory~~effect ~~well~~on isus. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. All statements concerning our expectations for future operating results are based on our forecasts for our existing operations and do not include the potential impact of any future ~~well~~acquisitions. Our forward-looking statements involve significant risks and uncertainties, many of which are beyond our control, and assumptions that iscould cause actual results to differ materially from our historical experience and our present expectations or projections. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not alimited ~~development~~to, ~~well~~those described in (1) Part I, a“Item ~~service~~1A ~~well~~- Risk Factors” and other cautionary statements in this Form 10-K, (2) our reports and registration statements filed from time to time with the Securities and Exchange Commission (“SEC”), and (3) other announcements we make from time to time. In this Form 10-K, references to “we,” “our,” “us,” “Registrant,” the “Company,” or a“Regent” ~~stratigraphic~~refer ~~test~~to ~~well~~Regent Technologies, Inc., a Colorado corporation.

Farm-in or farm-out is an agreement whereby the owner of a working interest in an oil and natural gas lease or license assigns the working interest or a portion thereof to another party who desires to drill on the leased or licensed acreage. Generally, the assignee is required to drill one or more wells to earn its interest in the acreage. The assignor (the “farmor”) usually retains a royalty or reversionary interest in the lease. The interest received by an assignee is a “farm-in,” while the interest transferred by the assignor is a “farm-out.”

Field is an area consisting of a single reservoir or multiple reservoirs all grouped on or related to the same individual geological structural feature or stratigraphic condition. The SEC provides a complete definition of field in Rule 4-10 (a) (15).

PV-10 is the pre-tax present value, discounted at 10% per year, of estimated future net revenues from the production of proved reserves, computed by applying the 12-month average price for the year and holding that price constant throughout the productive life of the reserves (except for consideration of price changes to the extent provided by contractual arrangements), and deducting the estimated future costs to be incurred in developing, producing and abandoning the proved reserves (computed based on current costs and assuming continuation of existing economic conditions). PV-10 is not a Generally Accepted Accounting Principles (“GAAP”) financial measure.

Productive well is an exploratory, development or extension well that is not a dry well.

Proved reserves are those quantities of oil and natural gas which, by analysis of geosciences and engineering data can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulation prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time. As used in this definition, “existing economic conditions” include prices and costs at which economic producibility from a reservoir is to be determined. The prices shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based on future reconditions. The SEC provides a complete definition of proved reserves in Rule 4-10 (a) (22) of Regulation S-X.

Net profits interest (NPI) is an interest in an oil and natural gas property that is burdened with the costs of development and operation of the property but the liability for the costs is limited to the net revenue attributable to the interest.

Oil and natural gas lease or Lease means an agreement between a mineral owner, the lessor, and a lessee which conveys the right to the lessee to explore for and produce oil and natural gas from the leased lands. Oil and natural gas leases usually have a primary term during which the lessee must establish production of oil and or gas. If production is established within the primary term, the term of the lease generally continues in effect so long as production occurs on the lease. Leases generally provide for a royalty to be paid to the lessor from the gross proceeds from the sale of production.

Production costs means operating expenses and severance and ad valorem taxes on oil and natural gas production.

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Prospect means a geologic anomaly which may contain hydrocarbons that has been identified through the use

of 3-D and/or 2-D seismic surveys and/or other methods.

Water flood is a method of secondary recovery in which water is injected into the reservoir formation to displace residual oil and enhance hydrocarbon recovery.

Working interest is an interest in an oil and natural gas property that is burdened with the costs of development and operation of the property.

Workover means operations on a producing well or an abandoned well to re-store or increase production.

In this Form 10-K, references to "we," "our," "us," the "Company," or "Regent" refer to Regent Technologies, Inc., a Colorado corporation, and Regent's wholly owned subsidiary, Regent Natural Resources Co., a Texas corporation, is referred to as "Regent NRCo."

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PART I

ITEM 1.

BUSINESS

~~General~~Company Overview

REGENT TECHNOLOGIES, INC., formerly Regent Petroleum Corporation, was incorporated under the laws of the State of Colorado on January 18, 1980. ~~Beginning~~We inprovide ~~the~~energy ~~third~~solutions ~~quarter~~through ofour ~~2010,~~two ~~the~~subsidiaries: Regent ~~Company~~Natural ~~refocused~~Resources ~~its core~~Co. ~~business~~(“Regent ~~objectives~~NRCo” or “RNRC”) and ~~strategy~~Regent onSPV ~~oil~~LLC ~~and~~(“RSPV”). ~~gas~~Regent NRCo ~~exploration~~has ~~and~~been ~~development.~~engaged ~~The~~in ~~Company's~~the ~~subsidiary~~testing ~~was~~of ~~approved~~enhancement technologies for ~~a name~~the ~~change~~production onof ~~September~~oil 30and natural gas. In 2013, ~~2010~~the toCompany organized ~~Regent~~RSPV ~~Natural~~and ~~Resources~~it ~~Co.~~will ~~("Regent~~operate ~~NRCo"~~as oran ~~“RNRC”).~~unregulated ~~Regent~~company ~~NRCo is~~that ainvests ~~Texas~~in, ~~based~~owns ~~independent~~and ~~exploration~~operates distributed solar power ventures, including commercial and ~~production~~residential ~~company~~solar ~~engaged~~installation. inThe ~~the~~plans for RSPV are based on our acquisition and development of ~~oil~~the assets ~~and~~of ~~natural gas~~Solar ~~properties~~Logic Inc. (“Solar Logic”) in December 2016.

~~Our~~The ~~Strategies~~Solar ~~for~~Logic ~~2015~~assets are centered on a Concentrated Solar Power (CSP) system with supplemental use of natural gas to achieve a continuous output of 10kW per unit. Solar Logic is a complete turn-key distributed CSP solution with the ability to operate as a steady-state system by supplemental firing of natural gas when solar thermal energy is not adequate. The electric power output of our smallest system is estimated to be 10 kilowatts (kW) operating via solar heat over 90% of the time during acceptable daylight hours, and is dry cooled during all times of operation. The installed cost of this system is estimated to be $20,000. This system has an estimated Levelized Cost of Energy (LCOE) lower than photovoltaic (PV) solar energy solutions, when run during normal operating hours, or a solar/natural gas mix using extended operating hours. There are over 3.6M light commercial business just within the US Sunbelt states with the expressed need and desire to reduce their high energy consumption costs via clean energy technologies.

~~The~~Our ~~Company~~Solar isLogic ~~organized~~system asis aan ~~management~~off-the-shelf ~~company~~distributed ofCSP ~~non-operated~~solution ~~oil~~with CHP capability and ~~gas~~can ~~properties~~operate as a Rankine cycle or Organic Rankine Cycle. AsThe ~~such,~~solution ~~the~~consists ~~Company~~of ~~relies~~two onmajor ~~registered~~components: Eight ~~professionals~~(8) ~~for~~parabolic ~~geological~~troughs ~~and~~(4 ~~engineering~~ft. ~~services~~by 12 ft.), ~~The~~which ~~Company plans~~can tobe ~~acquire~~roof anor ~~operating~~ground ~~subsidiary~~mounted inand ~~the~~a ~~future~~“power asbox” ~~our~~consisting ~~critical~~of an ~~mass~~innovative ~~grows~~turbine, generator, heat chamber, and system controls.

Our ~~strategic~~power ~~imperatives~~box enables the use of saturated steam and high efficiency thermal conversion at a small scale. Each system unit will output 10 kW of AC power (no inverter required) and can be used in parallel to create greater output per site solution. Future designs include: a 25 kW and 50 kW systems as well as a mobile unit for military or disaster relief. For continuous output or 24/7 energy production, a simple natural gas connection or gas supply is all that is needed.

•Market Selectively pursuing strategic partnerships with industry partners that may expand or complement our energy technology development operations. • Focusing on reservoirs with known hydrocarbon production primarily in conventional, shallow, low-cost, permeable carbonate reservoirs with decades of production history. • Entering into joint ventures with oil and ~~natural gas operators who have extensive experience and expertise in the areas selected for exploration to allow us to obtain working interests in a number of prospects with minimal overhead.~~Competition

~~Oil~~We believe we have over 3.6 million light commercial candidates for our solar thermal business just within the US Sunbelt states with the expressed need and ~~Natural~~desire ~~Gas~~to ~~Reserves~~reduce their high energy consumption costs via clean energy technologies. Solar energy is a growing form of renewable energy domestically and internationally with numerous economic and environmental benefits that make it an attractive complement to, and/or substitute for, traditional forms of electricity generation. The solar industry continues to be characterized by pricing competition and we believe manufacturers of solar energy solutions have significant installed production capacity and the ability for additional capacity expansion. Intense competition at the systems level can result in a rapid decline in prices and further increase the demand for solar energy solutions.

~~The~~Most ~~following~~of ~~table~~our ~~sets~~existing ~~forth~~or ~~our~~future ~~estimated~~competitors ~~proved~~may ~~reserves~~be part of larger corporations that have greater financial resources and greater brand name recognition than we do and, as a result, may be better positioned to adapt to changes in the industry or the economy as a whole. Certain competitors may have direct or indirect access to significant capital, which could enable such competitors to operate at minimal or negative operating margins for sustained periods of ~~December~~time. For example, at December 31, ~~2014~~2015, the global PV industry consisted of more than 150 manufacturers of solar modules ~~based~~and oncells. In the ~~new~~aggregate, ~~SEC~~these ~~rules~~manufacturers ashave, ~~defined~~relative into ~~Rule~~global 4demand, significant installed production capacity and the ability for additional capacity expansion.10 In addition, we expect to compete with future entrants into the PV and thermal solar industry that offer new technological solutions. We also face competition from companies that currently offer or are developing other renewable energy technologies (a)including ofwind, ~~Regulation~~hydropower, ~~S-X~~geothermal, biomass, and ~~Item~~tidal ~~1200~~technologies) ofand ~~Regulation~~other ~~S-K:~~power generation sources that employ conventional fossil fuels.

Category	Net Reserves (SEC Prices at 12/31/14)
	Oil	NGL	Gas		PV-10
	(MBbls)	(MBbls)	(MMcf)		($m)
Proved developed--Producing	1.4	—	—	$	30.8
Proved developed--Non-producing	5.6	—	—		176.6
Proved undeveloped	63.6	—	—		1,368.7
Total Proved (1)(2)	70.6	—	—	$	1,576.1

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(1)

The present value of future net cash flows from proved reserves, before deductions for estimated future income taxes and asset retirement obligations, discounted at 10% (“PV-10 Value”), totaled $1.58 million at December 31, 2014. The commodity prices used to estimate proved reserves and their related PV-10 Value at December 31, 2014 were based on the 12-month unweighted arithmetic benchmark average of the first-day-of-the-month price for the period from January 2014 through December 2014. These benchmark average prices were further adjusted for quality, energy content, transportation fees and other price differentials specific to our properties, resulting in an average adjusted price of $79.81 per barrel of over the remaining life of our proved reserves. Operating costs were not escalated.

(2)

None of our oil reserves are derived from non-traditional sources.

Competitive Strengths

Turn-Key Solution

We are developing a complete turn-key distributed Concentrated Solar Power (CSP) solution with the ability to operate as a steady-state system by supplemental firing of natural gas when solar thermal energy is not adequate. The electric power output is estimated to be 10 kilowatts (kW) operating via solar heat over 90% of the time during acceptable daylight hours, and is dry cooled during all times of operation. The installed cost of the system is estimated to be $20,000. This system will have a solar power only Levelized Cost of Energy (LCOE) at 5.7¢ per kWh over a twenty-five year period, when run during normal operating hours, or a solar/natural gas mix LCOE at 5.13¢ per kWh using extended operating hours.

The system could become a high impact solution for both CSP and the overall solar market due to the low lifetime cost as well as the ability to operate predictably regardless of cloud cover or other types of weather. The beneficiaries of this technology will be small businesses and light commercial facilities that would otherwise not install photovoltaic (PV) panels due to the unpredictability of using solar power alone. The primary benefit of the system is its ability to leverage low-quality heat produced within a small solar heating loop. Creating a small, turn-key CSP system which operates on low-quality heat requires many novel solutions. While some of the unique design solutions may not be viewed as substantial risks by themselves, they are all required to meet the objective of a distributed CSP solution for less than 6¢ per kWh.

System Environment

Our Solar Logic system is intended for rooftop or ground mount installations. The anticipated weight of the complete system is less than 1,000 lbs and will require less than 800 ft² of space, making it a viable solar solution for some applications where PV is too heavy or too large for the given rooftop. The general operational environment for the system is defined as full or partial sun from sunrise to sunset. The ideal solar conditions for this system are found in the Sunbelt states of the U.S., although its operational abilities are not limited to this geographic zone. While this is not the typical definition for a CSP array, or for most solar solutions, it can be a valid characterization of the proposed system based on two primary system characteristics:

•

The operating temperature of the working fluid is less than or equal to 196 ^oC. This makes the system feasible for locations with a solar Direct Normal Irradiance (DNI) too low for large scale CSP plants.

•

The Solar Logic solution supplements the solar energy with the firing (burning) of natural gas. By augmenting solar energy with natural gas, the operating envelope can be extended to all daylight hours thereby using the lowest levels of solar heat.

•

We believe we provide the only roof top/small scale (under 500 kW) solar solution that can co-gen with natural gas.

Turbine Flexibility

Our Solar Logic patented turbine works with our parabolic trough system in a single-loop design which passes the solar heated Heat Transfer Fluid (HTF) directly through the power turbine. Unlike a conventional steam turbine, Solar Logic’s innovative boundary layer turbine can accept HTF in wet, dry, or two-phase flow conditions. Our turbine can extract energy from very low vapor quality working fluid without internal damage. Our bladeless design facilitates high volume manufacturing at a low cost, thereby bringing down the cost-per-watt of our energy solution while maintaining robust use.

2016 Strategy and Business Segments

Regent’s commitment is to create long-term shareholder value and generate returns on invested capital in excess of its weighted average cost of capital over that time horizon. We are focusing on markets and energy applications in which solar power can be a least-cost solution, particularly in regions with high solar resources, significant current or projected electricity demand, and/or relatively high existing electricity prices. We differentiate our product offerings by geographic market and localize the solution, as needed. We will also enter into joint ventures or strategic arrangements with customers or other entities to maximize the value of particular projects. Some of these arrangements involve, and are expected in the future to involve, significant investments or other allocations of capital. Depending on the market opportunity, our sales offerings may range from module-only sales, to module sales with a range of development to full turn-key thermal solar power system sales. We expect these offerings to continue to evolve over time as we work with our customers to optimize how our solar and clean energy solutions can best meet our customers’ energy and economic needs.

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~~Reserve~~We ~~Estimation~~plan ~~Procedures~~to operate our business in two segments. We plan to manufacture and market our turbine driven distributed CSP electric power generation systems with natural gas (NG) as a supplemental (optional) heat source. We have a target electrical power output of 10 kW, which is above the typical household use of photovoltaic (PV) but toward the lower end of commercial use. However, our Solar Logic systems can be installed in multiples, facilitating larger and scalable output from 10 – 150 kW for industry applications. The system uses eight to ten parabolic troughs, approximately four feet by twelve feet each, and an integral power block. The power block consists of a small steam turbine/generator assembly, gas boiler, and system controls for a closed-loop, dry-cooled design, thereby requiring no additional water or working fluids once operational. This segment is our fully integrated systems business (“systems segment”), through which we provide complete turn-key thermal power systems, or solar solutions, that draw upon our project development and service capabilities. Our second segment is a derivative of the first in that we plan to offer our systems for the generation of electricity using exclusively stranded natural gas or other heat sources such as biomass or geothermal. The flexibility of thermal solar allows our solar power system to be combined with any heat source for maximum efficiency within the DG Solar environment.

~~Overview.~~Legislated ~~Under current~~Support SEC standards, proved reserves are those quantities of oil and natural gas, which, by analysis of geosciences and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations. The term “reasonable certainty” implies a high degree of confidence that the quantities of oil and/or natural gas actually recovered will equal or exceed the estimate. Reasonable certainty can be established using techniques that have been proved effective by actual production from projects in the same reservoir or an analogous reservoir or by other evidence using reliable technology that establishes reasonable certainty. Reliable technology is a grouping of one or more technologies (including computational methods) that have been field tested and have been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation.Programs

~~Reserves~~Tax ~~may~~incentive beprograms ~~classified~~exist asin ~~proved~~the ~~undeveloped~~U.S. ifat ~~there~~both isthe afederal ~~high~~and state ~~degree~~level and can take the form of ~~confidence~~investment and production tax credits, accelerated depreciation, and sales and property tax ~~that~~exemptions ~~the~~and ~~quantities~~abatements. ~~will~~At bethe ~~recovered~~federal level, the Environmental Protection Agency’s adoption of a final Clean Power Plan Rule (the “Rule”) and ~~they~~implementation ~~are~~of ~~scheduled~~the toRule bethrough ~~drilled~~state ~~within~~plans ~~five~~offered ~~years~~the possibility of ~~their~~increasing ~~initial~~the ~~inclusion~~demand for assolar ~~proved~~generating capacity in certain regions of the U.S. in which solar has not historically received significant state-level ~~reserves~~policy support. However, ~~unless~~the ~~specific~~adoption ~~circumstances~~and ~~justify~~implementation aof ~~longer~~the ~~time.~~Rule Inhas ~~connection~~been ~~with~~impacted ~~estimating~~by ~~proved~~litigation ~~undeveloped~~against ~~reserves~~the ~~for~~Rule ~~our~~initiated ~~December~~by 31states and other stakeholders which has not yet been resolved, ~~2014~~and ~~reserve~~in ~~report~~February 2016, ~~reserves~~the onU.S. ~~undrilled~~Supreme ~~acreage~~Court ~~were~~stayed ~~limited~~implementation of tothe ~~those~~Rule ~~that~~while ~~are~~such ~~reasonably~~legal ~~certain~~challenges ofare ~~production when~~pending. ~~drilled~~It ~~where~~is wetherefore ~~can~~premature ~~verify~~to assess what the ~~continuity~~effects of the ~~reservoir~~Rule will be on solar markets.

~~Processes~~Also, ~~and~~at ~~Controls.~~the ~~There~~federal ~~are~~level, ~~numerous~~investment ~~uncertainties inherent~~tax incredits ~~estimating~~for ~~quantities~~business and ofresidential ~~proved~~solar ~~oil~~systems ~~and~~have ~~natural~~gone ~~gas~~through ~~reserves~~several ~~and~~cycles ~~estimates~~ of ~~reserve~~enactment ~~quantities~~ and ~~values~~expiration ~~must~~since ~~be viewed~~the as1980’s. ~~being~~In ~~subject~~December 2015, tothe ~~significant~~U.S. ~~change~~Congress asextended ~~more~~the ~~data~~30% ~~about~~federal ~~the~~energy ~~properties~~investment ~~become~~tax ~~available.~~credit ~~The~~(“ITC”) ~~independent~~for ~~engineering~~both ~~firm~~residential and commercial ~~MKM~~solar ~~Engineering~~installations through December 31, ~~Inc~~2019. ofThe ~~Plano,~~credit ~~Texas~~will ~~("MKM"),~~step ~~has~~down ~~estimated~~to ~~our~~26% ~~oil~~in ~~and~~2020, ~~natural~~22% ~~gas~~in ~~reserves~~2021, and ~~the~~remain ~~present~~at ~~value~~10% ofpermanently ~~future~~beginning ~~net~~in ~~revenues~~2022. ~~there~~The ~~from~~ITC ashas ofbeen ~~December~~an ~~31,~~important ~~2014.~~economic ~~Those~~driver ~~estimates~~of ~~were~~solar ~~determined~~installations ~~based~~in onthe ~~prices~~U.S., and ~~costs~~its asextension ofis ~~or for~~expected ~~the~~to ~~twelve~~contribute ~~month~~to ~~period~~greater ~~ended~~medium-term ~~December~~demand ~~31,~~visibility ~~2014~~in the U.S. ~~MKM~~The ~~meets~~positive impact of the ~~requirements~~ITC ~~with~~has ~~regard~~depended to ~~qualifications,~~a ~~independence,~~large ~~objectivity~~degree ~~and~~on ~~confidentiality set forth in~~ the ~~Standards~~availability ~~Pertaining~~of totax ~~the~~equity ~~Estimating~~for ~~and~~project ~~Auditing~~financing, ~~of Oil~~ and ~~Gas~~any ~~Reserves~~significant ~~Information~~reduction ~~promulgated by~~in the ~~Society~~availability of ~~Petroleum~~tax ~~Engineers.~~equity ~~MKM~~in ~~does~~the future ~~not~~could ~~own~~make anit ~~interest~~more indifficult ~~any~~to ofdevelop ~~our properties~~ and isconstruct ~~not~~projects ~~employed~~requiring byfinancing. usThe oneventual astep-down ~~contingent basis.~~of Wethe ~~provide~~ITC ~~historical~~to 10% ~~information~~underscores tothe ~~MKM~~need for ~~our~~the ~~properties~~LCOE ~~such~~from assolar ~~ownership~~systems ~~interest;~~to ~~oil~~continue ~~and~~to ~~natural~~decline ~~gas~~and ~~production; well~~remain ~~test~~competitive ~~data;~~with ~~commodity~~other ~~prices;~~sources ~~and~~of ~~operating and development costs~~energy generation.

~~MKM’s~~The ~~estimates~~majority of ~~our~~states ~~reserves~~in ~~conform~~the toU.S. ~~the~~have ~~guidelines~~enacted legislation adopting ofRenewable ~~the~~Portfolio ~~SEC~~Standard (“RPS”) mechanisms. Under an RPS, regulated utilities and ~~the~~other ~~estimated~~load ~~recoverable~~serving ~~proved~~entities are ~~reserves~~required ~~have~~to ~~been~~procure ~~determined~~a ~~without~~specified ~~regard~~percentage of their total electricity sales to ~~any~~end-user ~~economic~~customers ~~impact~~from ~~that~~eligible ~~may~~renewable ~~result~~resources, ~~from~~such ~~our~~as ~~financial~~solar ~~derivative~~generating ~~activities.~~facilities, ~~These~~by ~~calculations~~a ~~were~~specified ~~prepared~~date. ~~using~~Some ~~standard~~programs ~~geological~~may ~~and~~further ~~engineering~~require ~~methods~~that ~~generally accepted~~a byspecified portion of the ~~petroleum~~total percentage ~~industry.~~of ~~The~~renewable ~~reserve~~energy ~~information~~must ~~shown~~come isfrom ~~estimated.~~solar ~~The~~generating ~~certainty~~facilities. ofRPS ~~any~~legislation ~~reserve~~and ~~estimate~~implementing isregulations avary ~~function~~significantly offrom state to state, particularly with respect to the ~~quality~~percentage of ~~available~~renewable ~~geological,~~energy ~~geophysical~~required to achieve the state’s RPS, the ~~engineering~~definition ~~and~~of ~~economic~~eligible ~~data~~renewable energy resources, and the ~~precision~~extent ofto ~~the~~which ~~engineering~~renewable ~~and~~energy ~~geological~~credits (certificates representing ~~interpretation~~the ~~and~~generation ~~judgment~~of renewable energy) qualify for RPS compliance. ~~The~~Measured ~~estimates~~in terms of ~~reserves,~~the ~~future~~volume ~~cash~~of ~~flows~~renewable ~~and~~electricity ~~present~~required to ~~value~~meet ~~are~~its ~~based~~RPS onmandate, ~~various~~California’s ~~assumptions~~RPS program is the most significant in the U.S., and the California market for renewable ~~are~~energy ~~inherently~~has ~~imprecise~~dominated the western U.S. ~~Although~~region wefor ~~believe~~the ~~these~~past ~~estimates~~several ~~are~~years. ~~reasonable,~~First ~~actual~~enacted ~~future~~in ~~production~~2002, ~~cash~~California’s ~~flows,~~RPS ~~taxes,~~statute has ~~development~~been amended several times to increase the overall percentage requirement as well as to accelerate the target date for program ~~expenditures~~compliance. Pursuant to amendments enacted by the California Legislature in 2015, ~~operating~~the ~~expenses~~California RPS program now requires utilities and ~~quantities~~other ofobligated ~~recoverable~~load ~~oil~~serving ~~and~~entities ~~natural~~to ~~gas~~procure ~~reserves~~50% ~~may~~of ~~vary~~their ~~substantially~~retail electricity demand from ~~these~~eligible ~~estimates~~renewable resources by 2030.

Other Information Concerning our Proved Reserves. The accuracy of any reserve estimate is a function of the quality of available geological, geophysical, engineering and economic data, the precision of the engineering and geological interpretation and judgment. The estimates of reserves, future cash flows and PV-10 Value are based on various assumptions and are inherently imprecise. Although we believe these estimates are reasonable, actual future production, cash flows, taxes, development expenditures, operating expenses and quantities of recoverable oil and natural gas reserves may vary substantially from these estimates. Also, the use of a 10% discount factor for reporting purposes may not necessarily represent the most appropriate discount factor, given actual interest rates and risks to which our business or the oil and natural gas industry in general are subject.

The Company is not aware of any major discovery or other favorable or adverse event that is believed to have caused a significant change in the estimated proved reserves since December 31, 2014. Please read "Item 1A. Risk Factors -- Our estimated reserves are based on many assumptions that may turn out to be inaccurate. Any significant inaccuracies in these reserve estimates or underlying assumptions may materially affect the quantities and present value of our reserves." You should also read the notes following consolidated financial statements for the year ended December 31, 2014 in conjunction with the reserve estimates. Since January 1, 2010, we have not filed an estimate of our net proved oil and natural gas reserves with any federal authority or agency other than the SEC.

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~~Acreage~~Intellectual Property

~~Undeveloped~~Solar ~~acreage~~Logic ~~includes~~holds ~~leased~~several ~~acres~~U.S. onand ~~which~~foreign ~~wells~~patents, ~~have~~as ~~not been~~well ~~drilled~~as orpending patent ~~completed~~applications, related to aour ~~point~~system and turbine technologies. The Company believes that ~~would~~patent ~~permit~~protection is important to its business. There can be no assurance as to the ~~production~~breadth or degree of ~~commercial~~protection ~~quantities~~that ofpatents ~~oil~~may ~~and~~afford ~~natural~~the ~~gas~~Company, ~~regardless~~that any ofpatent ~~whether~~applications will result in issued patents or ~~not~~that ~~such~~patents ~~acreage~~will ~~contains~~not ~~proved~~be ~~reserves~~circumvented or invalidated. AAlthough ~~gross~~the ~~acre~~Company believes isthat anits ~~acre~~existing inpatents ~~which~~and anthe ~~interest~~Company’s equipment do not and will not infringe upon existing patents or violate proprietary rights of others, it is ~~owned~~possible that the Company’s existing patent rights may not be valid or that infringement of existing or future patents or violations of proprietary rights of others may occur. AIn ~~net~~the ~~acre~~event isthe ~~deemed~~Company’s equipment or processes infringe, or are alleged to ~~exist~~infringe, ~~when~~patents or other proprietary rights of others, the ~~sum~~Company may be required to modify the design of its ~~fractional~~equipment ~~ownership~~or ~~interests~~processes, inobtain ~~gross~~a ~~acres~~license ~~equals~~or ~~one~~defend a possible patent infringement action. ~~The~~There ~~table~~can ~~below~~be ~~sets~~no ~~forth~~assurance ~~our~~that ~~undeveloped~~the Company ~~and~~will have the financial or other resources necessary to enforce or defend a patent infringement or proprietary rights violation ~~developed~~action ~~gross~~or ~~and~~that ~~net~~the Company will not become liable for damages.

~~developed~~The ~~gross~~Company also relies on trade secrets and ~~net~~proprietary ~~leasehold~~know-how, and ~~acreage~~employs asvarious methods to protect its technology. However, such methods may not afford complete protection and there can be no assurance that others will not independently develop such know-how or obtain access to the Company’s know-how, concepts, ideas and documentation. Failure to protect its trade secrets could have a material adverse effect on the Company. We will file additional patent applications to protect inventions arising from our research and development. Our patent applications and any future patent applications might not result in a patent being issued with the scope of ~~December~~the 31claims we seek, ~~2014~~or at all, and any patents we may receive may be challenged, invalidated, or declared unenforceable. In addition, we have registered and/or have applied to register trademarks and service marks in the U.S. and a number of foreign countries for “Solar Logic.”

Undeveloped Acreage		Developed Acreage		Total Acreage
Gross	Net	Gross	Net	Gross	Net
46	37	21	17	67	54

Employees and Principal Office

~~For~~Other ~~additional~~than ~~financial~~our ~~information~~directors and ~~discussion~~officers, as of ~~our~~December ~~plans~~31, ~~see Item 7~~2015, ~~“Management’s~~ ~~Discussion~~we ~~and~~do ~~Analysis~~not ofhave ~~Financial~~employees. ~~Condition~~We ~~and~~currently ~~Results~~rent ofspace ~~Operations—Key~~at ~~Developments”~~5646 ~~and~~Milton, ~~our Consolidated Financial Statements and Notes thereto included in Item 8~~Dallas, ~~“Financial~~Texas ~~Statements~~75206 ~~and~~as ~~Supplementary~~our ~~Data~~principal office.”

Marketing and Major Customer

We derive revenue principally from the sale of oil and natural gas. As a result, our revenues are determined, to a large degree, by prevailing prices for crude oil and natural gas. The market price for oil and natural gas is dictated by supply and demand, and we cannot accurately predict or control the price we may receive for our oil and natural gas. We currently sell our product to Plains Marketing and Bargas.

Competition and Markets

The oil and natural gas industry is highly competitive. We encounter strong competition from other independent and major oil and natural gas companies in acquiring properties and securing trained personnel. Many of these competitors have financial and technical resources and staffs substantially larger than ours. As a result, our competitors may be able to pay more for desirable oil and natural gas properties, or to evaluate, bid for and purchase a greater number of properties than our financial or personnel resources will permit. Furthermore, these companies may also be better able to withstand the financial pressures of failed drilling attempts, sustained periods of volatility and generally adverse global and industry-wide economic conditions, and may be better able to absorb the burdens resulting from changes in relevant laws and regulations, which would adversely affect our competitive position.

We are also affected by competition for drilling rigs and the availability of related equipment. To the extent that in the future we acquire and develop undeveloped properties, higher commodity prices generally increase the demand for drilling rigs, supplies, services, equipment and crews, and can lead to shortages of, and increasing costs for, drilling equipment, services and personnel. Competition is also strong for attractive oil and natural gas producing properties, undeveloped leases and drilling rights, and we cannot provide assurance that we will be able to compete satisfactorily when attempting to make further acquisitions.

The market for our oil, gas and natural gas liquids production depends on factors beyond our control, including domestic and foreign political conditions, the overall level of supply of and demand for oil, gas and natural gas liquids, the price of imports of oil and natural gas, weather conditions, the price and availability of alternative fuels, the proximity and capacity of gas pipelines and other transportation facilities and overall economic conditions.

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Government Regulation and Environmental Matters

Oil and natural gas exploration, production and related operations and activities are subject to extensive rules and regulations promulgated by federal, state and local governmental agencies. Failure to comply with such rules and regulations can result in substantial penalties. Because such rules and regulations are frequently amended or reinterpreted, we are unable to predict the future cost or impact of complying with such laws. Although the regulatory burden on the oil and natural gas industry increases our cost of doing business and, consequently, affects our profitability, these burdens generally do not affect us any differently or to any greater or lesser extent than they affect others in our industry with similar types, quantities and locations of production. A summary of the significant environmental laws to which our business operations are subject is included in Item 1A below.

Operational Hazards and Insurance

Oil and natural gas operations are subject to the usual hazards incident to the drilling and production of oil and natural gas, such as blowouts, cratering, explosions, uncontrollable flows of oil, gas or well fluids, fires, pollution and other environmental risks. These hazards can cause personal injury and loss of life, severe damage to and destruction of property and equipment, pollution or environmental damage and suspension of operation. In addition, the presence of unanticipated pressures or irregularities in formations, miscalculations, or accidents may cause our drilling activities to be unsuccessful and result in a total loss of our investment. We maintain insurance through our operators of various types to cover our operations with policy limits and retention liability customary in the industry. We believe the coverage and types of insurance are adequate. The occurrence of a significant adverse event, the risks of which are not fully covered by insurance, could have a material adverse effect on our financial condition and results of operations. We cannot give any assurances that we will be able to maintain adequate insurance in the future at rates we consider reasonable.

Title to Properties

As is customary in the oil and natural gas industry, we perform a minimal title investigation before acquiring undeveloped properties. A title opinion is obtained prior to the commencement of drilling operations on such properties. These title investigations and title opinions, while consistent with industry standards, may not reveal existing or potential title defects, encumbrances or adverse claims as we are subject from time to time to claims or disputes regarding title to properties. Although we have title to developed acreage examined prior to the acquisition in those cases in which the economic significance of the acreage justifies the cost, there can be no assurance that losses will not result from title defect or defects in the assignment of leasehold rights.

Employees

Other than our directors and officers, as of December 31, 2014, we do not have employees.

Transfer Agent

On December 28, 2007, the Company appointed Securities Transfer Corporation as the Transfer Agent to handle securities transactions for the Company. The address for Securities Transfer Corporation is 2591 Dallas Parkway, Suite 102, Frisco, Texas 75034.

~~Company~~Available ~~Financial~~ Information

The public may read and copy any materials ~~the~~that ~~Company~~we ~~files~~file with the SEC at the SEC'’s Public Reference Room at 100 F Street, NE N.E., Washington, D.C. 20549~~, on official business days during the hours of 10 a~~.m. ~~to 3 p.m.~~ The public may obtain information on the operation of the Public Reference Room by calling the ~~Commission~~ SEC at 1-800-SEC-0330. orThe ~~through~~SEC ~~internet~~also ~~access~~maintains ~~via~~a ~~the~~website ~~EDGAR~~at ~~reporting~~http://www.sec.gov ~~system~~that contains reports and other information regarding issuers, such as First Solar, that file electronically with the SEC. Additional information is available at our ~~website~~ website at www.~~regt~~regent-tec.cocom.

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ITEM 1A.

RISK FACTORS

There are many factors that affect our business, some of which are beyond our control. Our business, financial condition and results of operations could be materially adversely affected by any of these risks. The nature of our business activities further subjects us to certain hazards and risks. One should carefully consider the following risk factors, in addition to the other information set forth in this Report, before investing in shares of our common stock. Each of these risk factors could adversely affect our business, operating results and financial condition, as well as adversely affect the value of an investment in our common stock. Some information in this report may contain "“forward-looking"” statements that discuss future expectations of our financial condition and results of operation. The risk factors noted in this section and other factors could cause our actual results to differ from those contained in any forward-looking statements. We undertake no obligation to update a forward-looking statement to reflect subsequent events, changed circumstances, or the occurrence of unanticipated events which included, among others, the following:

• difficult and adverse conditions in the domestic and global economies; • changes in domestic and global demand for oil and natural gas; • volatility in the prices we receive for our oil and natural gas; • the effects of government regulation, permitting and other legalities; • future developments with respect to the reserves on our properties; • uncertainties about the estimates of our oil and natural gas reserves; • our ability to increase our production through development; • drilling and other operating risks; • the availability of equipment, such as drilling rigs and pipelines; and • changes in our drilling plans, related budgets and liquidity.8

WeTable ~~caution you that these forward-looking statements are subject to all~~ of ~~the~~ContentsIndex ~~risks and uncertainties incident~~ to ~~the~~Financial ~~exploration for and development, production and marketing of oil and natural gas. These risks include, but are not limited to:~~Statements

• difficult and adverse conditions in the ~~possibility~~domestic ofand ~~unsuccessful~~global ~~exploration~~economies; • changes in domestic and ~~development~~global ~~drilling~~demand ~~activities~~for solar energy; • volatility in the prices we receive for our ~~ability~~oil toand ~~replace~~natural gas; • the effects of government regulation, permitting and ~~sustain~~other ~~production~~legalities; • the availability of capital on economic terms to fund our capital expenditures and acquisitions; • our level of indebtedness; • the impact of the past or future economic recessions on our business operations, financial condition and ability to raise capital; • the ability of financial counterparties to perform or fulfill their obligations under existing agreements; • ~~the uncertainty inherent in estimating proved oil and natural gas reserves and in projecting future rates of production and timing of development expenditures; •~~ hurricanes and other weather conditions; • lack of availability of goods and services; • regulatory and environmental risks ~~associated with drilling and production activities~~; and • the other risks described in this Form 10-K.

Other unknown or unpredictable factors may cause actual results to differ materially from those projected by the forward-looking statements. Unless otherwise required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. We urge readers to review and consider disclosures we make in this and other reports. See in particular our reports on Forms 10-K, 10-Q and 8-K subsequently filed from time to time with the SEC.

10Risks Related to Our Solar Power Ventures

Solar Power development or construction activities may not be successful.

The development and construction of solar power electric generation facilities and other energy infrastructure projects involve numerous risks. If we are unable to complete the development of a solar power project, we may write-down or write-off some or all of these assets, which would have an adverse impact on our net income in the period in which the loss is recognized.

Developing solar power ventures may require significant upfront investment which could adversely affect our business and results of operations.

Our liquidity may be adversely affected to the extent project sales market weakens and we are unable to sell our solar projects on pricing, timing, and other terms commercially acceptable to us which may require us to terminate the investment at a loss, or to operate certain solar projects for a period of time at a loss or sell the projects to third parties.

We may not be able to obtain long-term contracts for the sale of power produced by certain projects at prices and on other terms favorable to attract financing and other investments.

The electricity from certain of our anticipated projects will be sold on an open-contract basis for a period of time rather than under a PPA. If prevailing spot electricity prices relating to any such project were to decline in an unexpected manner, such project may decline in value and our results of operations could otherwise be adversely affected.

We may be subject to unforeseen costs, liabilities, or obligations when providing O&M services.

We may provide ongoing O&M services to system owners under separate service agreements. Our costs to perform these services will be estimated at the time of entering into the O&M agreement for a particular project, and these are reflected in the price we charge our customers. We have limited experience in performing O&M services and the adverse impacts on our results of operations could be significant, particularly if our costs are not capped under the terms of the agreements.

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~~BUSINESS~~Our ~~RISKS~~solar ~~AND~~power ~~COSTS~~ventures may be subject to regulatory oversight and liability if we fail to operate certain systems in compliance with electric reliability rules.

The ongoing O&M services that we anticipate providing for system owners may subject us to regulation by the North American Electric Reliability Corporation (“NERC”), or its designated regional representative, as a “generator operator,” or “GOP,” under electric reliability rules filed with FERC. Our failure to comply with the reliability rules applicable to GOPs could subject us to substantial fines by NERC, subject to FERC’s review. In addition, the system owners that receive our O&M services may be regulated by NERC as “generator owners,” or “GOs” and we may incur liability for GO violations and fines levied by NERC, subject to FERC’s review, based on the terms of our O&M agreements.

Natural Resource Development Risks

We have nominal production.

We have nominal current production of oil or gas. We cannot assure you that any wells will be completed or produce oil or gas in commercially profitable quantities.

Oil and gas exploratory drilling inherently involves a high degree of risk.

There can be unprofitable efforts, not only from dry holes but from wells which, though productive, do not produce oil or gas in sufficient quantities to return a profit on the amounts expended. The results of any well cannot be determined in advance. The selection of leases and drill sites and the drilling of wells are not exact sciences and the results of such drilling cannot be predicted. The ratio of productive oil and gas wells may be low when compared to the total number of wells drilled. Even though a well is drilled in an area adjacent to known and existing production, there is no assurance that such drilling will locate the productive zones, or that such productive zones, if located, will have the attributes necessary for commercial production sufficient to recoup the capital expended in placing such well in production. A well may also be ruined or rendered dry or noncommercial during either drilling or completion due to technical or mechanical difficulties. Should a well be successfully drilled to the required depth, and tests thereafter indicate hydrocarbon-formations with sufficient porosity and permeability to warrant completion, there is still no assurance that production will be obtained or that any or all sums expended thereon will be recouped through production. The extent and value of a well, any underlying reservoir of oil or gas, and the amount and rate of future production cannot be determined with reasonable accuracy unless and until the well has a history of continuous production over a period of time sufficient to provide a reservoir engineer with data upon which an evaluation may be reasonably based.

Production from all oil and gas wells will decline over time.

The actual decline curve is subject to numerous factors and cannot, in normal circumstances, be calculated in advance. The production from oil and gas wells is also subject to fluctuation for a myriad of reasons. Oil and/or gas production may not be stable on a month-to-month basis and may be subject to sudden decline.

Marketing of oil and gas production is not assured.

The price at which oil and gas may be sold is dependent upon the availability of a ready market for and the actual marketing of any oil and gas produced. The price of production affects the rate of return on capital invested, and, in some instances, affects whether a well, and its production at that price, may be deemed commercial or profitable. The availability of a ready market and the actual marketing depend upon numerous factors beyond the control of the Company, the effect of which factors cannot be predicted. ~~These non-controllable factors which affect the price and the amount of production of oil and gas are imports (quality and quantity~~Consequently, ~~quota~~there ~~restrictions),~~is ~~allowable~~no ~~production,~~assurance ~~new~~that ~~discoveries, regulatory laws (including pollution controls), weather conditions,~~ the ~~marketing~~Company ~~and~~will ~~competitive position~~be ofable ~~other~~to ~~fuels,~~market ~~the~~its ~~availability~~oil ~~and carrying capacity of pipeline~~ or ~~trucking~~gas ~~facilities,~~at ~~and~~favorable ~~the fluctuation of supply and demand~~prices.

Operational and environmental hazards will affect profitability.

Hazards such as unusual formations, pressures, and other unforeseen conditions are sometimes encountered in drilling wells. Additionally, it is not unusual to encounter unexpected problems or conditions that necessitate the abandonment of the well. Sometimes substantial uninsured liabilities to lessors, third parties or governmental agencies may be incurred in connection with the drilling, operation or abandonment of a well. In addition, numerous environmental liability statutes are potentially applicable to well operations, and these statutes may carry permitting, remediation, and penalty provisions that could have a substantial impact upon the Company'’s interests and may involve direct uninsured liability of the Company. There is no assurance that the level of insurance coverage obtained by the Company will be sufficient to cover all potential liability incurred by the Company. Further, there may be occurrences resulting in expenses or liabilities to third parties that are of a nature that cannot now or may not in the future be insured.

1110

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~~Our~~Other ~~income from production could be delayed.~~Risks

The Company will be engaged in the exploration for and possible development of oil and gas reserves. Although not expected, unavailability of or delay in obtaining necessary materials for drilling or completion of wells or title opinions to date of first production could delay the receipt of income, if any, for significant periods after discovery. Although not expected, unavailability of or delay in connection with pipelines or other transportation systems, delays in obtaining satisfactory contracts and connections for oil and/or gas wells, and other unforeseen circumstances, could also postpone the receipt by the Company of income from any well.

We will experience competition from numerous entities.

There are other individuals, partnerships, and major and independent oil companies which are in competition with the Company, some of which have greater financial and technical resources than those available to the Company.

Possible shortages could occur.

From time to time, increased drilling activities have created shortages of certain equipment necessary in the drilling and/or completion of oil and/or gas wells. When this occurs, the prices at which equipment is available escalate. Recently, there has been an increase in drilling activity and demand for oil and gas well services, which has increased the operating costs associated with production. It could be anticipated that such shortage could continue for some period and could cause the price paid for rigs, services and equipment to continue to escalate. Such increased costs of drilling and completing wells will affect how much interest we might have in any given prospect for the amount of funds we have available to invest in such prospect and negatively affect the Company’s return on capital.

Our financial condition is limited.

We have limited resources and will be unable to undertake our exploration program unless we are able to raise additional capital.

We are a relatively new business.

Our operations are subject to all of the risks inherent in establishing a new business enterprise. Our potential for success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with a new business, especially the oil and gas exploration business. We cannot warrant or provide any assurance that our business objectives will be accomplished.

WeOur ~~have~~financial ~~nominal~~condition ~~proved~~is ~~reserves and production~~limited.

We have ~~nominal~~limited ~~proved~~resources ~~reserves~~ and ~~current~~will be ~~production~~unable ofto ~~oil~~undertake orour ~~gas.~~energy Weprograms ~~cannot~~unless ~~assure~~we ~~you~~are ~~that~~able ~~any~~to ~~wells~~raise ~~will~~additional ~~be completed or produce oil or gas in commercially profitable quantities~~capital.

We will experience competition from numerous entities.

There are other individuals, partnerships, and major and independent energy companies which are in competition with the Company, some of which have greater financial and technical resources than those available to the Company.

Voting control is vested in the current holders of Common Stock.

Voting control is vested in the current holders of Common Stock before and after this offering and the conversion of the Preferred Stock.

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Cash dividends may not be paid to shareholders.

You may receive little or no cash or stock dividends on your shares of ~~Preferred~~common ~~Stock~~stock. The board of directors has not directed the payment of any dividends, does ~~not~~ not anticipate paying dividends on the shares for the foreseeable future and intends to retain any future earnings to finance our growth. Payment of cash dividends, if any, will depend, among other factors, on our earnings, capital requirements, and the general ~~operating~~ operating and financial condition, and will be subject to legal limitations on the payment of dividends out of paid-in capital.

There is significant competition in the oil and gas industry, and some of our competitors have more capital.

The oil and gas exploration business is highly competitive and has few barriers to entry. We will be competing with other oil and gas companies and investment partnerships to develop oil and gas properties in the United States and to purchase equipment and obtain labor necessary to complete wells. Many of our competitors are larger than us and have substantially greater access to capital and technical resources and may therefore have a competitive advantage.

Fluctuation in oil and gas prices could adversely affect our financial condition.

Our revenues, operating results, financial condition and ability to borrow funds or obtain additional capital may depend substantially on prevailing prices for oil and natural gas. Declines in oil and gas prices may materially adversely affect our financial condition, liquidity, ability to obtain financing and operating results. Lower oil and gas prices also may reduce the amount of oil and gas that we can produce economically. Historically, oil and gas prices and markets have been volatile, with prices fluctuating widely, and they are likely to continue to be volatile. Depressed prices in the future would have a negative impact on our future financial results. In addition, we assess the carrying value of our assets annually in accordance with generally accepted accounting principles under the full cost method. If oil and gas prices decline, the carrying value of our assets could be subject to downward revision.

The loss of key individuals could adversely impact our business.

We are highly dependent on the services of key individuals. The loss of certain of key individuals would likely have a material adverse impact on the development of our business. We currently do not maintain key employee insurance policies.

The failure to obtain financing could have a material adverse effect.

Our Company has no commitments to obtain any additional financing and there can be no assurance that additional financing will be available, when required, on favorable terms to us. The inability to obtain additional financing could have a material adverse effect on us, including requiring us to curtail our oil and natural gas acquisition and development plans of our properties and technology development of our emerging energy technologies. Any additional financing may involve substantial dilution to the interests of our shareholders at that time.

The majority of our outstanding common stock is closely held and does not trade in an open market.

Our directors and executive officers collectively own most of our outstanding voting stock. Accordingly, these stockholders, as a group, will be able to control the outcome of stockholder votes, including votes concerning the election of directors, the adoption or amendment of provisions in our Articles of Incorporation and our Bylaws, and the approval of mergers and other significant corporate transactions. These factors may also have the effect of delaying or preventing a change in our management or our voting control.

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The liquidity of our common stock may be adversely affected, and purchasers of our common stock may have difficulty selling our common stock, if our common stock does not trade in a suitable trading market. There is presently a limited public market for our common stock, and there is no assurance that a market for our securities will develop. It is likely that any market for our common stock will be highly volatile and that trading in any such market will be limited. The trading price of our common stock could be subject to wide fluctuations in response to quarter-to-quarter variations in our operating results, notices of our drilling results and other events or factors.

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We may not be able to improve operational and financial systems for growth.

As the Company continues to grow, it will also need to recruit and retain additional qualified management personnel, and its ability to do so will depend upon a number of factors, including the Company'’s results of operations and prospects and the level of competition then prevailing in the market for qualified personnel. At the same time, the Company will likely be required to manage an increasing number of relationships with various customers and other parties. If the Company'’s management personnel, systems, procedures and controls are inadequate to support its operations, expansion could be slowed or halted and the opportunity to gain significant additional market share could be impaired or lost. Any inability on the part of the Company'’s management to manage the Company'’s growth effectively may adversely affect its results of operations.

Internal controls may be inadequate.

Although the Company evaluates its internal controls over financial reporting and the Company'’s disclosure controls and procedures at the end of each quarter, any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. Any failure or circumvention of the controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on the Company'’s results of operations.

WeEnvironmental ~~are subject to various operating and other casualty risks.~~Risks

General. Our ~~oil~~solar and natural ~~gas~~resource ~~business~~operations ~~involves~~will abe ~~variety~~subject ofto ~~operating risks,~~stringent ~~including,~~and ~~but~~complex ~~not~~federal, ~~limited~~state ~~to,~~and ~~unexpected~~local ~~formations~~laws orand regulations ~~pressures,~~governing ~~uncontrollable~~the ~~flows~~discharge of ~~oil,~~materials ~~gas,~~into ~~brine~~the environment or ~~well~~otherwise ~~fluids~~relating to environmental protection. Compliance ~~into~~with these laws and regulations may require the ~~environment~~acquisition ~~(including~~of ~~groundwater~~permits ~~contamination),~~before ~~blowouts,~~drilling ~~fires~~commences, ~~explosions,~~restrict ~~pollution~~the type, quantities and ~~other~~concentration ~~risks,~~of ~~any~~various ofsubstances ~~which could~~that ~~result~~can be released into the environment in ~~personal~~connection ~~injuries,~~with ~~loss~~drilling ofand ~~life~~production activities, limit ~~damage~~or toprohibit ~~properties~~drilling and ~~substantial~~production ~~losses.~~activities ~~Although~~on wecertain ~~carry~~lands ~~insurance~~lying atwithin ~~levels that~~wilderness, wewetlands ~~believe~~and ~~are~~other ~~reasonable,~~protected weareas and ~~are~~require ~~not~~remedial ~~fully~~measures ~~insured~~to ~~against~~mitigate ~~all~~pollution ~~risks~~from former and ongoing operations. WeFailure doto ~~not~~comply ~~carry~~with ~~business~~these ~~interruption~~laws ~~insurance.~~and ~~Losses~~regulations ~~and~~may ~~liabilities~~result ~~arising~~in ~~from~~the ~~uninsured~~assessment orof ~~under-insured~~administrative, ~~events~~civil ~~could~~and ~~have~~criminal apenalties, ~~material~~the ~~adverse~~imposition ~~effect~~of onremedial ~~our~~obligations, ~~financial~~and ~~condition~~the issuance ~~and~~of injunctions that may limit or prohibit some or all of our operations.

We plan to increase to some extent our development and, to a lesser extent, our exploration activities. Drilling of oil and natural gas reserves involve a high degree of risk that no commercial production will be found and/or that production will be insufficient to recover drilling and completion costs. The cost of drilling, completing and operating wells is often uncertain. Our drilling operations may be curtailed, delayed or canceled as a result of numerous factors, including title problems, weather conditions, compliance with governmental requirements and shortages or delays in the delivery of equipment. Furthermore, completion of a well does not assure a profit on the investment or a recovery of drilling, completion and operating costs.

We are subject to certain title risks.

Our Company employees and contract land professionals have reviewed title records or other title review materials relating to substantially all of our producing properties. The title investigation performed by us prior to acquiring undeveloped properties is thorough, but less rigorous than that conducted prior to drilling, consistent with industry standards. We believe we have satisfactory title to all our producing properties in accordance with standards generally accepted in the oil and natural gas industry. Our properties are subject to customary royalty interests, liens incident to operating agreements, liens for current taxes and other burdens, which we believe do not materially interfere with the use of or affect the value of such properties.

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We are subject to costly governmental regulations.

The State of Texas and many other states regulate oil and natural gas operations including permits for drilling, field operations, bonds and reports concerning operations and impose other requirements relating to the exploration for and production of oil and natural gas. Texas also has statutes or regulations addressing conservation matters, including provisions for the unitization or pooling of oil and natural gas properties, the establishment of maximum rates of production from wells and the regulation of spacing, and abandonment. We are responsible for payment of plugging and abandonment costs on our oil and natural gas properties pro rata to our working interest. Based on our experience, we anticipate that in most cases, the ultimate aggregate salvage value of lease and well equipment located on our properties should be equal to the costs of abandoning such properties. There can be no assurance, however, that we will be successful in avoiding additional expenses in connection with the abandonment of any of our properties. In addition, abandonment costs and their timing may change due to many factors, including actual production results, inflation rates and changes in environmental laws and regulations.

The federal government has recently set forth budget proposals which if passed, would significantly curtail our ability to attract investors and raise capital. Proposed changes in the federal income tax laws which would eliminate or reduce the percentage depletion deduction and the deduction for intangible drilling and development costs for small independent producers, will greatly reduce the investment capital available to those in the industry as well as our Company. An extended time to expense seismic costs will also have an adverse effect on our ability to explore and find new reserves.

We depend on the skill, ability and decisions of third-party operators where we have a non-operated working interest.

The success of the drilling, development and production of the oil and natural gas properties in which we have or expect to have a non-operating working interest is substantially dependent upon the decisions of such third-party operators and their diligence to comply with various laws, rules and regulations affecting such properties. The failure of any third-party operator to make decisions, perform their services, discharge their obligations, deal with regulatory agencies, and comply with laws, rules and regulations, including environmental laws and regulations, in a proper manner with respect to properties in which we have an interest could result in material adverse consequences to our interest in such properties, including substantial penalties and compliance costs. Such adverse consequences could result in substantial liabilities to us or reduce the value of our properties, which could materially affect our results of operations.

OIL AND GAS RESERVE ASSUMPTIONS

Estimates of oil and natural gas reserves are inherently imprecise. The process of estimating oil and natural gas reserves is complex. It requires interpretations of available technical data and many assumptions, including assumptions relating to economic factors. Any significant inaccuracies in these interpretations or assumptions could materially affect the estimated quantities and present value of reserves. To prepare our estimates, we must project production rates and the timing of development expenditures. We must also analyze available geological, geophysical, production and engineering data. The extent, quality and reliability of this data can vary. The process also requires economic assumptions about matters such as oil and natural gas prices, drilling and operating expenses, capital expenditures, taxes and availability of funds for capital expenditures. The present value of future net cash flows from our proved reserves may not be necessarily the same as the current market value of the Company's estimated oil and natural gas reserves. We base the estimated discounted future net cash flows from our proved reserves on prices and costs in effect on the day of estimate which may change suddenly and significantly.

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ENVIRONMENTAL RISKS AND COSTS.

General. Our operations will be subject to stringent and complex federal, state and local laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. Compliance with these laws and regulations may require the acquisition of permits before drilling commences, restrict the type, quantities and concentration of various substances that can be released into the environment in connection with drilling and production activities, limit or prohibit drilling and production activities on certain lands lying within wilderness, wetlands and other protected areas and require remedial measures to mitigate pollution from former and ongoing operations. Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal penalties, the imposition of remedial obligations, and the issuance of injunctions that may limit or prohibit some or all of our operations.

The trend in environmental regulation has been to place more restrictions and limitations on activities that may affect the environment, and thus, any changes in environmental laws and regulations that result in more stringent and costly waste handling, storage, transport, disposal or remediation requirements could have a material adverse effect on our business. While we believe that we are in substantial compliance with current applicable federal and state environmental laws and regulations and that continued compliance with existing requirements will not have a material adverse impact on our operations or financial condition, there is no assurance that this will continue in the future.

Hazardous Substances and Wastes. The Comprehensive Environmental Response, Compensation, and Liability Act, as amended (“CERCLA”), also known as the “Superfund” law and analogous state laws impose liability, without regard to fault or the legality of the original conduct, on certain classes of persons that are considered to have contributed to the release of a “hazardous substance” into the environment. These persons include the owner or operator of the disposal site or the sites where the release occurred, and companies that disposed or arranged for the disposal of hazardous substances released at the site. Under CERCLA, these persons may be subject to joint and several strict liabilities for remediation costs at the site, natural resource damages and for the costs of certain health studies. Additionally, it is not uncommon for neighboring landowners and other third parties to file tort claims for personal injury and property damage allegedly caused by hazardous substances released into the environment.

We will generate materials in the course of our operations that are regulated as hazardous substances. We also may incur liability under the Resource Conservation and Recovery Act, as amended (“RCRA”), and comparable state statutes which impose requirements related to the handling and disposal of solid and hazardous wastes. An exclusion exists under RCRA from the definition of hazardous wastes for certain materials generated in the exploration, development or production of oil and gas, however these wastes may be regulated by the U.S.

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Environmental Protection Agency (the “EPA”) and state environmental agencies regulate non-hazardous “solid” wastes. We generate petroleum product wastes and ordinary industrial wastes that may be regulated as solid and hazardous wastes. The EPA and state agencies have imposed stringent requirements for the disposal of hazardous and solid wastes.

We currently own or lease, or have the option to own or lease, properties that have been used for oil and natural gas exploration and production for many years. Although we believe that we have utilized operating and waste disposal practices that were standard in the industry at the time, hazardous substances, wastes and petroleum hydrocarbons may have been released on or under the properties owned or leased by us, or on or under other locations where such substances have been taken for recycling or disposal. In addition, some of our properties have been operated by third parties whose treatment and disposal of hazardous substances, wastes and petroleum hydrocarbons was not under our control. These properties and the substances disposed or released on them may be subject to CERCLA, RCRA, and analogous state laws. Under such laws, we could be required to remove previously disposed substances and wastes, remediate contaminated property, or perform remedial plugging or pit closure operations to prevent future contamination.

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Water Discharges. The Federal Water Pollution Control Act, as amended, (“Clean Water Act”), and analogous state law, impose restrictions and strict controls with respect to the discharge of pollutants, including spills and leaks of oil and other substances, into state and federal waters. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by EPA or an analogous state agency. Federal and state regulatory agencies can impose administrative, civil and criminal penalties for non-compliance with discharge permits or other requirements of the Clean Water Act and analogous state laws and regulations. In addition, the Oil Pollution Act of 1990 (“OPA”) imposes a variety of requirements related to the prevention of oil spills into navigable waters. OPA subjects owners of facilities to strict, joint and several liabilities for specified oil removal costs and certain other damages including natural reservoir damages arising from a spill.

The disposal of oil and gas wastes into underground injection wells are subject to the Safe Drinking Water Act as well as analogous state laws. Under Part C of the Safe Drinking Water Act, the EPA established the Underground Injection Control Program, which establishes requirements for permitting, testing, monitoring, recordkeeping and reporting of injection well activities as well as a prohibition against the migration of fluid containing any contaminants into underground sources of drinking water. State programs may have analogous permitting and operational requirements. Any leakage from the subsurface portions of the injection wells may cause degradation of freshwater, potentially resulting in cancellation of operations of a well, issuance of fines and penalties from governmental agencies, incurrence of expenditures for remediation of the affected resource, and imposition of liability by third parties for property damages and personal injury. In addition to the underground injection operations, our activities include the performance of hydraulic fracturing services to enhance any production of natural gas from formations with low permeability, such as shale. Hydraulic fracturing is typically regulated by state oil and gas commissions.

However, the EPA recently asserted federal regulatory authority over hydraulic fracturing involving diesel additives under the Safe Drinking Water Act’s Underground Injunction Program. While the EPA has yet to take any action to enforce or implement this newly asserted regulatory authority, industry groups have filed suit challenging the EPA’s recent decision. At the same time, the EPA has continued to study of the potential environmental impacts of hydraulic fracturing activities and a committee of the U.S. House of Representatives is conducting an investigation of hydraulic fracturing practices. In addition, legislation was proposed in the recently completed session of Congress to provide for federal regulation of hydraulic fracturing and to require disclosure of the chemicals used in the fracturing process, and such legislation could be introduced in the current session of Congress. Moreover, some states have adopted, and other states are considering adopting, regulations that could restrict hydraulic fracturing in certain circumstances. If new federal or state laws or regulations that significantly restrict hydraulic fracturing are adopted, such legal requirements could increase our costs of compliance, impose operational delays, and make it more difficult to perform hydraulic fracturing, resulting in reduced amounts of oil and natural gas being produced.

Air Emissions. The Federal Clean Air Act, as amended, and comparable state laws, regulates emissions of various air pollutants from many sources in the United States, including crude oil and natural gas production activities. These laws and any implementing regulations may require us to obtain pre-approval for the construction or modification of certain projects or facilities expected to produce air emissions, impose stringent air permit requirements, or utilize specific equipment or technologies to control emissions. Federal and state regulatory agencies can impose administrative, civil and criminal penalties for non-compliance with air permits or other requirements of the Federal Clean Air Act and associated state laws and regulations.

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Climate Change. In response to findings that emissions of carbon dioxide, methane, and other greenhouse gases (“GHGs”) present an endangerment to public health and the environment because emissions of such gasses are contributing to the warming of the earth’s atmosphere and other climate changes, the EPA has adopted regulations under existing provisions of the CAA that require a reduction in emissions of GHGs from motor vehicles and also trigger construction and operating permit review for GHG emissions from certain stationary sources, effective January 2, 2011. The EPA has published its final rule to address the permitting of GHG emissions from stationary sources under the Prevention of Significant Deterioration (“PSD”) and Title V permitting programs, pursuant to which these permitting programs have been “tailored” to apply to certain stationary sources of GHG emissions in a multi-step process, with the largest sources first subject to permitting. In addition, Congress has from time to time considered legislation to reduce emissions of GHGs, and almost one-half of the states have already taken legal measures to reduce emissions of GHGs, primarily through the planned development of GHG emission inventories and/or regional GHG cap and trade programs. Most of these cap and trade programs work by requiring either major sources of emissions or major producers of fuels to acquire and surrender emission allowances, with the number of allowances available for purchase reduced each year until the overall GHG emission reduction goal is achieved. These allowances would be expected to escalate significantly in cost over time. The adoption of any legislation or regulations that requires reporting of GHGs or otherwise limits emissions of GHGs from our equipment and operations could require us to incur costs to reduce emissions of GHGs associated with our operations or could adversely affect demand for the oil and natural gas that we produce.

Endangered Species. The federal Endangered Species Act and analogous state laws restrict activities that could have an adverse effect on threatened or endangered species or their habitats. Some of our operations may be located in or near areas that are designated as habitat for endangered or threatened species. In these areas, we may be obligated to develop and implement plans to avoid potential adverse impacts to protected species, and we may be prohibited from conducting operations in certain locations or during certain seasons, such as breeding and nesting seasons, when our operations could have an adverse effect on the species. It is also possible that a federal or state agency could order a complete halt to our activities in certain locations if it is determined that such activities may have a serious adverse effect on a protected species. The presence of protected species or the designation of previously unidentified endangered or threatened species could impair our ability to timely complete well drilling and development and could cause us to incur additional costs or become subject to operating restrictions or bans in the affected areas.

Employee Health and Safety. We are also subject to the requirements of the federal Occupational Safety and Health Act (“OSHA”) and comparable state statutes that regulate the protection of the health and safety of workers. In addition, the OSHA hazard communication standard requires that information be maintained about hazardous materials used or produced in operations and that this information be provided to employees, state and local governmental authorities and citizens.

Other Laws and Regulations. State statutes and regulations require permits for drilling operations, drilling bonds and reports concerning operations and the spacing, plugging and abandonment of such wells. Such statutes and regulations may limit the rate at which oil and gas could otherwise be produced from our properties and may restrict the number of wells that may be drilled on a particular lease or in a particular field.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

We have received no written SEC staff comments regarding our periodic or current reports under the Exchange Act that were issued 180 days or more preceding the end of our ~~2014~~2015 fiscal year and remain unresolved.

ITEM 2.

PROPERTIES

~~The~~Regent ~~location~~NRCo ~~and~~continues ~~general~~to ~~character~~own ofcertain ~~our~~oil ~~physical properties~~and ~~have~~gas ~~been~~interests ~~described~~and ~~under~~may ~~Item 1.~~own ~~Business.~~additional ~~Estimated net~~ reserves in ~~are~~the ~~set~~future ~~forth~~ in ~~Item~~conjunction 1with combined solar and ~~Item 8~~natural gas projects. ~~Financial Statements~~For ~~and~~additional ~~Supplementary~~financial ~~Data~~information –and ~~Supplementary~~discussion of ~~Information~~our onplans, ~~Oil~~see ~~and~~Item ~~Gas~~7, ~~Producing~~“Management’s ~~Activities~~Discussion –and ~~Estimated~~Analysis ~~Quantities~~ of ~~Proved~~Financial ~~Oil~~Condition and ~~Gas~~Results ~~Reserves.~~of ~~The~~Operations” and ~~basis~~our ~~for~~Consolidated ~~estimating~~Financial ~~these~~Statements ~~reserves~~and isNotes ~~discussed~~thereto included in Item 1. ~~Reserve~~8, ~~Estimation~~“Financial Statements and Supplementary ~~Procedures~~Data.”

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Oil and Natural Gas Reserves

The following table sets forth our estimated proved reserves, as of December 31, 2015, based on the new SEC rules as defined in Rule 4.10(a) of Regulation S-X and Item 1200 of Regulation S-K:

Category	Net Reserves (SEC Prices at 12/31/15)
	Oil	NGL	Gas		PV-10
	(Bbls)	(Bbls)	(Mcf)		($)
Proved developed--Producing	600	—	—	$	700
Proved developed--Non-producing	4,800	—	—		71,200
Proved undeveloped	—	—	—		—
Total Proved (1)(2)	5,400	—	—	$	71,900

________________

(1)

The present value of future net cash flows from proved reserves, before deductions for estimated future income taxes and asset retirement obligations, discounted at 10% (“PV-10 Value”), totaled $71,900 at December 31, 2015. The commodity prices used to estimate proved reserves and their related PV-10 Value at December 31, 2015 were based on the 12-month unweighted arithmetic benchmark average of the first-day-of-the-month price for the period from January 2015 through December 2015. These benchmark average prices were further adjusted for quality, energy content, transportation fees and other price differentials specific to our properties, resulting in an average adjusted price of $44.60 per barrel of over the remaining life of our proved reserves. Operating costs were not escalated.

(2)

None of our oil reserves are derived from non-traditional sources.

Reserve Estimation Procedures. Under current SEC standards, proved reserves are those quantities of oil and natural gas, which, by analysis of geosciences and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations. The term “reasonable certainty” implies a high degree of confidence that the quantities of oil and/or natural gas actually recovered will equal or exceed the estimate. Reasonable certainty can be established using techniques that have been proved effective by actual production from projects in the same reservoir or an analogous reservoir or by other evidence using reliable technology that establishes reasonable certainty. Reliable technology is a grouping of one or more technologies (including computational methods) that have been field tested and have been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation.Reserves may be classified as proved undeveloped if there is a high degree of confidence that the quantities will be recovered, and they are scheduled to be drilled within five years of their initial inclusion as proved reserves, unless specific circumstances justify a longer time. In connection with estimating proved undeveloped reserves for our December 31, 2014 reserve report, reserves on undrilled acreage were limited to those that are reasonably certain of production when drilled where we can verify the continuity of the reservoir.

Processes and Controls. There are numerous uncertainties inherent in estimating quantities of proved oil and natural gas reserves and estimates of reserve quantities and values must be viewed as being subject to significant change as more data about the properties become available. The independent engineering firm MKM Engineering, Inc. of Plano, Texas (“MKM”), has estimated our oil and natural gas reserves and the present value of future net revenues there from as of December 31, 2015. Those estimates were determined based on prices and costs as of or for the twelve month period ended December 31, 2015. MKM meets the requirements with regard to qualifications, independence, objectivity and confidentiality set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers. MKM does not own an interest in any of our properties and is not employed by us on a contingent basis. We provide historical information to MKM for our properties such as ownership interest; oil and natural gas production; well test data; commodity prices; and operating and development costs.

MKM’s estimates of our reserves conform to the guidelines of the SEC and the estimated recoverable proved reserves have been determined without regard to any economic impact that may result from our financial derivative activities. These calculations were prepared using standard geological and engineering methods generally accepted by the petroleum industry. The reserve information shown is estimated. The certainty of any reserve estimate is a function of the quality of available geological, geophysical, engineering and economic data, and the precision of the engineering and geological interpretation and judgment. The estimates of reserves, future cash flows and present value are based on various assumptions, and are inherently imprecise. Although we believe these estimates are reasonable, actual future production, cash flows, taxes, development expenditures, operating expenses and quantities of recoverable oil and natural gas reserves may vary substantially from these estimates. Since January 1, 2010, we have not filed an estimate of our net proved oil and natural gas reserves with any federal authority or agency other than the SEC.

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Acreage

The table below sets forth our undeveloped and developed gross and net developed gross and net leasehold acreage as of December 31, 2015.

Undeveloped Acreage		Developed Acreage		Total Acreage
Gross	Net	Gross	Net	Gross	Net

46	37	21	17	67	54

Title. As is customary in the oil and natural gas industry, we perform a minimal title investigation before acquiring undeveloped properties. A title opinion is obtained prior to the commencement of drilling operations on such properties. These title investigations and title opinions, while consistent with industry standards, may not reveal existing or potential title defects, encumbrances or adverse claims as we are subject from time to time to claims or disputes regarding title to properties. Although we have title to developed acreage examined prior to the acquisition in those cases in which the economic significance of the acreage justifies the cost, there can be no assurance that losses will not result from title defect or defects in the assignment of leasehold rights.

ITEM 3.

LEGAL PROCEEDINGS

We have no litigation and no known pending litigation.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5.

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

Regent'’s Common Stock is listed on the Over-the-Counter Bulletin Board under the symbol "“REGT."” For the period ended December 31, ~~2014~~2015, security dealers did not report high and low bid quotations.

Shares Available Under Rule 144

There are currently 20,441,439 shares of common stock that are considered restricted securities under Rule 144 of the Securities Act of 1933 (the "“Act"”). Most of the restricted shares are held by affiliates, as that term is defined in Rule 144(a)(1). In general, under Rule 144 as amended, a person who has beneficially owned and held restricted securities for at least a year, including affiliates, may sell publicly without registration under the Act, within any three-month period, assuming compliance with other provisions of the Act. In general, under Rule 144, as currently in effect, a person who has beneficially owned shares of a company'’s common stock for at least six months is entitled to sell within any three month period a number of shares that does not exceed the greater of:

	1.	1% of the number of shares of the company’s common stock then outstanding; or
	2.	The average weekly trading volume of the company’s common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about the company. Under Rule 144(k), a person who is not one of the company'’s affiliates at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, is entitled to sell shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.

Holders

As for December 31, ~~2014~~2015, based on information provided by our transfer agent, Securities Transfer Corporation, the number of holders or record of our common stock was 2,~~023~~026.

Dividends

We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future except the dividends that are required under the Company’s Series A and Series A-1 8% Convertible Preferred Stock. See Note 8 - "“Stockholders’ Equity” and Note 11 – “~~2014~~ Private Placement Memorandum” to our consolidated financial statements for additional information.

ITEM 6.

SELECTED FINANCIAL DATA

Not applicable.

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ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion is intended to assist you in understanding our business strategy, our results of operations and our financial condition. Our consolidated financial statements and the accompanying notes included elsewhere in this report contain additional information that should be referred to when reviewing this material. Statements in this discussion may be forward-looking and involve risks and uncertainties, which could cause actual results to differ materially from those ~~expressed~~contemplated. See the "“Cautionary Note"” at the beginning of this report and "“Risk Factors"” in Item 1.A for an additional discussion of some of these factors and risks. ~~Factors that may cause our actual results to differ materially from those contemplated by such forward-looking statements include without limitation:~~

•Recent Our ability to generate additional capital to complete our oil and natural gas activities • Risks inherent in oil and natural gas acquisitions, exploration, drilling, development and production; price volatility of oil and natural gas • Competition from other technology and oil and natural gas companies • Shortages of equipment, services and supplies • Government regulation and environmental mattersDevelopments

~~These~~Effective ~~forward~~December ~~looking~~1, ~~statements~~2015, ~~include~~Regent ~~statements~~Technologies, Inc. ~~regarding:~~entered into the Regent-Solar Logic IP Rights Agreement (the “SL Agreement”) with Solar Logic Incorporated (“Solar Logic”) which includes an exclusive license of Solar Logic’s intellectual property (the “SL Intellectual Property License” of “License”) to the Company. Under the Agreement and License, Solar Logic transferred all of its equipment to Regent and granted the exclusive rights to all intellectual property which includes two issued patents and its trade secrets, technology, business and technical information and know-how, databases, and other confidential and proprietary information as well as solar manufacturing processes and protocols.

•Executive Regent’s financial position and business strategy • Proved or possible reserve quantities and net present values of those reserves • Plans and objectives of management of Regent for future operations and capital expenditures • Revenue and cash flow projectionsOverview

~~OVERVIEW~~We are focused on being a provider of comprehensive energy solutions for medium and small users through thermal solar, natural gas or a combination of solar and natural gas. REGENT SPV LLC (“RSPV”) will operate as an unregulated company that invests in, owns and operates distributed solar power ventures, including commercial and residential solar installations. Through our Solar Logic acquisition, we have the ability to create a distributed concentrated solar power system with supplemental use of natural gas to achieve a continuous electrical output.

~~Our~~Results long term oil and natural gas development strategy is to increase profit margins and concentrate on obtaining producing and developmental properties with low cost operations and with the potential for long-lived production. We will also focus on the acquisition of minerals and royalties in areas with exploration and development potential. We intend to grow reserves and production economically, primarily by: (1) selectively acquiring prospects where levels of production can be raised quickly and sustained for the highest return on investment; (2) participating in and or actively conducting drilling operations in order to further exploit the existing properties; and (3) pursuing strategic acquisitions that can be improved with our production enhancement technologies.Operations

~~Our~~Year ~~oil~~Ended ~~and gas assets consist of two leases and with two wells capable of producing oil and one injection well in Hill County~~December 31, ~~Texas.~~2015 ~~We have utilized 2 proprietary chemicals to treat formation~~Compared ~~damage and are reviewing a proposal~~ to ~~further~~Year ~~stimulate~~Ended the producing zones of two shallow oil wells. The primary objective of owning and operating our two wells is to gain experience with technologies that can enhance production in wells that have been abandoned or have remained dormant for a lengthy period of time. One well has produced over 32December 31,~~500~~ barrels of oil from the Woodbine formation and one well has produced approximately 16,000 barrels from the Austin Chalk formation. We have proved reserves in the Woodbine and the Austin Chalk formations.2014

21For the year ended December 31, 2015, the Company had a net loss of $201,670 compared to a net loss of $65,429 for the same year ended 2014. The loss increased due to impairment expenses, higher administrative expenditures and leasehold operating expenses related to equipment repair. Under the Company’s review for impairment of oil and gas assets for the year ended December 31, 2015, the Company recorded a non-cash impairment charge of $114,518. The majority of the impairment is due to the Company’s decision in December 2015 not to pursue the proven undeveloped reserves associated with its current leaseholds. General and administrative expenses were $92,767 for the year ended December 31, 2015 compared to $72,787 for the year ended December 31, 2014. Our general and administrative expenses increased by approximately $20,000 for fiscal 2015 as compared to 2014 primarily due to executive bonus compensation. Interest expense was $2,513 for 2015 down from $6,202 for 2014 due to debt conversions at the end of 2014.

Year Ended December 31, 2014 Compared to Year Ended December 31, 2013

For the year ended December 31, 2014, the Company had a net loss of $65,429 compared to net income of $100,873 for the same year ended 2013. The net income for fiscal 2013 was primarily the result of unrealized gains of $181,216 due to the fair value measurement of the MacuCLEAR Preferred Stock investment. General and administrative expenses were $72,787 for the year ended December 31, 2014 compared to $77,934 for the year ended December 31, 2013. Interest expense was $6,202 for 2014 compared to $1,181 for 2013 with the increase due to new convertible promissory debentures in the amounts of $100,000 and $25,000. The $100,000 promissory debenture was exchanged for MacuCLEAR Preferred stock and Company common stock during 2014. See Note 10 - “Convertible Debentures” to our consolidated financial statements for additional information.

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~~RECENT~~Liquidity ~~DEVELOPMENTS~~ and Capital Resources

As of December 31, 2015, the Company had total assets of $5,300,176 and total liabilities of $85,615, compared to total assets of $731,680 and total liabilities of $86,640 as of December 31, 2014. The increase in assets was due to the acquisition of the Solar Logic assets. Regent has funded operations through short-term borrowings and equity investment sales in order to meet its obligations including a preferred stock offering to raise $1,000,000 through the issuance of 1,000,000 shares of Series A and A-1 8% Convertible Preferred Stock at $1.00 per share. See Note 11 - “Private ~~Issuance~~Placement Memorandum” to our consolidated financial statements for additional information.

~~Effective~~Cash September 1, 2014, the Company approved a Private Placement Memorandum (“PPM”) to raise $1,000,000 through the issuance of 1,000,000 shares of Series A 8% Convertible Preferred Stock at $1.00 per share (See Note 8). Under the PPM, the Company is selling full Units for $50,000 (“Unit”) with the right to sell half Units. The Company filed a Form D on October 9, 2014 with the Securities and Exchange Commission following the first sale of $50,000 under the offering on September 29, 2014. The Company is relying on the federal exemption provided under Rule 506(b) for treatment of the PPM as an exempt offering of securities. During the quarter ended September 30, 2014, we completed the sale of one Series A 8% Preferred Stock unit for $50,000, consisting of 50,000 shares of Series A 8% Preferred Stock and 50,000 Warrants. During the fourth quarter, we completed the sale of two additional Units for $50,000 each. The Company is continuing to market the remaining 850,000 shares of Series A 8% Preferred Stock under the offering through 2015.Flows

~~Rescission~~Net cash flows used in operating activities was $150,089 for the year ended December 31, 2015, compared to net cash flows used of ~~South~~$113,018 ~~Texas~~for ~~Farm-out~~the same period in 2014. The increase in net cash ~~Agreement~~used in operating activities for 2015 was due primarily to the payments of accounts payables and interest expense.

~~In December~~Net ~~2013,~~cash weflows ~~entered~~used ~~into~~in ainvesting ~~farm-out~~activities ~~agreement~~was to$11,500 ~~develop~~in ~~and~~2015 compared ~~explore~~to ~~a lease covering 2~~$13,~~400~~000 ~~gross~~of ~~(120~~ net) ~~acres~~cash inprovided ~~the Pearsall Field~~ in ~~Zavala County, Texas~~2014. WeThis ~~negotiated~~was adue ~~43%~~to ~~working~~additional ~~interest~~capitalized expense for ~~the re-completion or deepening of two Austin Chalk wells. Following the significant decline in~~ oil and ~~natural~~ gas ~~prices~~activity ~~during~~in ~~2014,~~2015 wecompared ~~elected~~ to ~~not continue~~ the ~~development~~sale of ~~the~~a ~~acreage~~portion ~~due~~of ~~to engineered economics indicating~~ the ~~project as non-commercial. Both parties agreed to rescind the agreement and return Regent~~Company’s ~~consideration~~investment ~~without~~in ~~further~~MacuCLEAR ~~obligations~~preferred orstock ~~liability. For~~for ~~the fiscal period ended December 31~~$12,000 ~~2014, we reduced reserves attributable to the agreement~~ in ~~the amount of 69,913 barrels of oil equivalent of proved undeveloped reserves~~2014.

~~LIQUIDITY~~Net ~~AND~~cash ~~CAPITAL~~flows ~~RESOURCES~~used by financing activities was $22,032 for 2015 compared to cash provided of $283,000 for 2014. The principal difference was due to proceeds from the sale of preferred and common stock in 2014 for the amount of $150,000 plus borrowings of $125,000.

As of December 31, 2014, the Company had total assets of $731,680 and total liabilities of $86,640, compared to total assets of $664,550 and total liabilities of $140,177 as of December 31, 2013. The decrease in total liabilities was primarily due to the exchange of debt in the amount of $89,700 for 7,475 shares of MacuCLEAR Preferred Stock valued at $12.00 per share. Regent has funded operations through short-term borrowings and equity investment sales in order to meet its obligations including a preferred stock offering to raise $1,000,000 through the issuance of 1,000,000 shares of Series A 8% Convertible Preferred Stock at $1.00 per share. See the discussion under RECENT DEVELOPMENTS above.

Cash Flow

Net cash flows used in operating activities was $113,018 for the year ended December 31, 2014, compared to net cash flows used of $63,475 for the same period in 2013. The increase in cash flows used in operating activities for 2014 was due primarily to the payments of accounts payables.

Net cash flows from investing activities was $13,000 in 2014 compared to $122,648 in 2013 due to the sale of a portion of the Company's investment in MacuCLEAR preferred stock for $123,648 in 2013.

Net cash flows provided by financing activities was $283,000 for 2014 compared to cash used of $69,148 for 2013 with the principal difference due to proceeds from the sale of preferred and common stock in 2014 for the amount of $186,096. Cash used in 2013 for payment reductions to promissory notes was $126,083. Cash used in 2013 included the payment of $30,850 for debt reduction related to the acquisition of MacuCLEAR, Inc. common stock.

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Off-Balance Sheet Arrangements

~~At December 31,~~We ~~2014, we did not~~ have ~~any~~no ~~material~~ off-balance sheet ~~arrangements.~~debt ~~The~~or ~~Company is~~similar ~~not performing any product research and development at this time and it is not expected to incur significant changes in the number of employees~~obligations.

~~SUMMARY~~Recent OFAccounting ~~CRITICAL ACCOUNTING POLICIES~~Pronouncements

~~Management~~See ~~bases~~Note ~~its~~1 ~~critical~~“Recent ~~assumptions~~Accounting ~~on historical experience,~~Pronouncements” ~~third-party~~to ~~data~~our ~~and~~consolidated ~~various~~financial ~~other~~statements ~~estimates~~for ~~that it believes to be reasonable under~~ the ~~circumstances.~~year ~~Actual~~ended ~~amounts~~December 31, ~~could~~2015 ~~differ from~~included ~~those estimates. The significant accounting policies of the Company are described~~ in ~~the~~this ~~notes~~Annual toReport ~~the~~on ~~audited financial statements~~Form 10-K ~~included~~for ~~herein.~~a ~~See~~summary ~~Note 2 - "Summary~~ of ~~Significant~~recent ~~Accounting~~accounting ~~Policies" to our consolidated financial statements for additional information~~pronouncements.

~~Oil~~Critical ~~and Natural Gas Activities -- Full-cost~~ Accounting. The Company follows the full-cost method of accounting under which all costs associated with property acquisition, exploration and development activities are capitalized. We capitalize internal costs that can be directly identified with our acquisition, exploration and development activities and do not include any costs related to production, general corporate overhead or similar activities. Capitalized costs are amortized on a composite unit-of-production method based on proved oil and natural gas reserves. Estimates of our proved reserves as of each year-end are prepared by a third party engineering firm. In addition, upon significant changes, a third party engineering firm reviews and updates our reserves on a quarterly basis. Proceeds from the sale of properties are accounted for as reductions of capitalized costs unless such sales involve a significant change in the relationship between costs and the value of proved reserves or the underlying value of unproved properties, in which case a gain or loss is recognized.

~~Proved~~In ~~Oil~~preparing ~~and~~our ~~Natural~~financial ~~Gas~~statements ~~Reserves.~~in ~~Estimates~~conformity ofwith generally ~~oil~~accepted ~~and~~accounting ~~natural~~principles ~~gas~~in ~~reserves,~~the byUnited ~~necessity~~States, ~~are~~we ~~projections~~make ~~based~~estimates onand ~~geologic~~assumptions ~~and~~that ~~engineering~~affect ~~data,~~the ~~and~~amounts ~~there~~of ~~are~~reported ~~uncertainties~~assets, ~~inherent~~liabilities, inrevenues, ~~the~~and ~~interpretation~~expenses, ~~of such data~~ as well as the ~~projection~~disclosure of ~~future~~contingent ~~rates~~liabilities ofin ~~production~~our ~~and~~consolidated ~~the~~financial ~~timing of development~~statements ~~expenditures. Reserve engineering is a subjective process of estimating underground accumulations of oil~~ and ~~natural~~the ~~gas~~related ~~that~~notes ~~are difficult to measure~~thereto. ~~The~~Some ~~accuracy~~ of ~~any~~our ~~reserve~~accounting ~~estimate~~policies isrequire ~~a function of~~ the ~~quality~~application of ~~available~~significant ~~data, engineering and geological interpretation and~~ judgment. ~~Estimates~~by ofmanagement ~~economically recoverable oil and natural gas reserves and future net cash flows necessarily~~in ~~depend~~the ~~upon~~selection ~~a number~~ of ~~variable factors and assumptions, such as historical production from~~ the ~~area~~appropriate ~~compared with production from other producing areas, the assumed effects of regulations by governmental agencies and~~ assumptions ~~governing~~for ~~future~~making ~~oil~~these ~~and natural~~estimates. ~~gas~~Our ~~prices,~~significant ~~future~~accounting ~~operating~~policies ~~costs,~~are ~~severance~~described ~~taxes, development costs and workover costs, all of which may~~ in ~~fact vary~~ ~~considerably~~Note ~~from~~1 ~~actual~~“Summary ~~results. For these reasons, estimates~~ of ~~the~~Significant ~~economically~~Accounting ~~recoverable~~Policies” ~~quantities of oil and natural gas attributable~~ to ~~any~~our ~~particular~~consolidated ~~group~~financial ofstatements ~~properties,~~for ~~classifications~~the ofyear ~~such~~ended ~~reserves based on risk of recovery~~December 31, ~~and estimates of~~ ~~the~~2015 ~~future~~included ~~net~~in ~~cash~~this ~~flows~~Annual ~~expected~~Report ~~therefrom~~on ~~may vary substantially~~Form 10-K. ~~Any~~Our ~~significant~~critical ~~variance~~accounting ~~in the assumptions could materially affect the estimated quantity and value of the reserves~~estimates, which ~~could~~require ~~affect~~ the ~~carrying~~most ~~value~~significant ~~of oil and natural gas properties~~management ~~and/or the rate of depletion of the oil and natural gas properties. Actual production, revenues and expenditures with respect to our reserves will likely vary from~~ estimates and ~~such~~judgment ~~variances~~in ~~may~~determining ~~be material. While~~ the ~~estimates~~amounts ofreported in our ~~proved~~consolidated ~~reserves~~financial ~~at December~~statements ~~31, 2014~~ included in this ~~report~~Annual ~~have been prepared based~~ Report on ~~what we and our independent reserve engineers believe to be reasonable interpretations of the SEC rules~~Form 10-K, ~~those~~are ~~estimates~~as ~~could differ materially from our actual results.~~follows:

23Accounting for Income Taxes. We are subject to the income tax laws of the United States, and its states and municipalities, and those of the foreign jurisdictions in which we have significant business operations. These tax laws are complex and subject to different interpretations by the taxpayer and the relevant governmental taxing authorities. We establish liabilities for potential additional taxes based on our assessment of the outcome of our tax positions. Once established, we adjust the liabilities when additional information becomes available or when an event occurs requiring an adjustment. Significant judgment is required in making these estimates and the actual cost of a tax assessment, fine, or penalty may ultimately be materially different from our recorded liabilities, if any.

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~~Impairment~~Long-Lived ofAsset ~~Oil and Gas Properties~~Impairment. We ~~evaluate~~are ~~our~~required ~~properties~~to onassess the arecoverability ~~field~~of ~~area~~the ~~basis~~carrying ~~for~~value ~~potential~~of ~~impairment~~long-lived ~~when~~assets ~~circumstances~~including ~~indicate~~property, ~~that~~plant ~~the~~and ~~carrying value~~equipment, ofintangibles, ~~our~~and oil and gas assets ~~may~~when ~~not~~an beindicator ~~recoverable.~~of If impairment ishas ~~indicated~~been ~~based~~identified. onWe areview ~~comparison of~~ our ~~full~~long-~~cost~~lived ~~carrying value to the undiscounted expected future net cash flows of our oil and gas~~ assets, ~~then~~each ~~impairment~~reporting isperiod ~~recognized~~ to ~~the extent~~assess ~~that~~whether ~~the~~impairment ~~carrying~~indicators ~~value~~are ~~exceeds~~present, ~~fair~~and ~~value.~~we Amust ~~significant~~exercise ~~amount of~~ judgment ~~is involved~~ in ~~performing~~assessing ~~these~~whether ~~evaluations~~an ~~since the~~event ~~results~~indicating ~~are~~potential ~~based on estimated future events. Expected future cash flows are determined using estimated future prices based~~impairment onhas ~~market based forward prices applied to projected future production volumes~~occurred. ~~The~~For ~~projected~~purposes ~~production~~of ~~volumes~~recognition ~~are based on the property’s proved~~ and ~~risk~~measurement ~~adjusted probable oil and natural gas reserves estimates at the end~~ of ~~the~~an ~~period. The estimated future cash flows that we use in our assessment of the need for~~ impairment ~~are based on market prices for oil and natural gas for the next three years~~loss, ~~with~~ a 5%long-lived ~~escalation~~asset ~~of prices for subsequent years. Prices are not escalated to levels that exceed observed historical market prices. Costs are also assumed to escalate at a rate that~~ is ~~based~~grouped onwith ~~our~~other ~~historical experience, currently estimated~~assets ~~at 2% per annum. The oil~~ and ~~natural~~liabilities ~~gas~~at ~~prices used for determining impairment will differ from those used in~~ the ~~standardized measure~~lowest oflevel ~~discounted~~for ~~future~~which ~~net~~identifiable cash flows ~~because~~are ~~the~~largely ~~standardized~~independent ~~measure requires the use~~ of the ~~average~~cash ~~first~~flows ~~day~~ of ~~the~~other ~~month~~assets ~~historical~~and ~~price for the year. To the extent that our assumptions are not met~~liabilities, ~~certain~~and ofwe ~~our~~must ~~evaluated~~exercise ~~properties~~judgment ~~may require impairment~~ in ~~the~~assessing ~~future. The amount of~~ such ~~impairment~~groupings ~~would be based on the write down of the full-cost pool to the then total current estimated fair value of our oil~~ and ~~gas assets~~levels. ~~Based on this analysis, we did not have a need for impairment as of December 31, 2014.~~

~~Recently~~For long-lived assets, when impairment indicators are present, ~~Issued~~we ~~Accounting~~compare ~~Pronouncements~~undiscounted future cash flows, including the eventual disposition of the asset group at market value, to the asset group’s carrying value to determine if the asset group is recoverable. This assessment requires the exercise of judgment in assessing the future use of and projected value to be derived from the assets to be held and used. We ~~discuss~~also ~~recently~~utilize ~~adopted~~third-party valuations and ~~issued~~information ~~accounting~~available ~~standards~~regarding inthe ~~Item 8~~current market for similar assets. ~~Consolidated~~If there is impairment, a loss is recorded ~~Financial~~to ~~Statements~~reflect the difference between the asset group’s fair value and ~~Supplementary~~carrying ~~Data—Note 1~~value prior to impairment. This may require judgment in estimating future cash flows, ~~“Description~~relevant ofdiscount ~~Business~~rates, and ~~Significant~~residual ~~Accounting~~values applied in the income approach used in ~~Policies~~estimating the current fair value of the impaired assets to be held and used.”

~~COMPARISON~~Related OFParty ~~RESULTS OF OPERATIONS~~Transactions

~~Year~~See ~~Ended~~Note ~~December 31, 2014~~9 ~~Compared~~- “Related Party Transactions” to ~~Year~~our ~~Ended~~consolidated financial ~~December 31,~~statements ~~2013~~for additional information.

~~For~~ITEM ~~the year ended December 31, 2014, the Company had a net loss of $65,429 compared to net income of $100,873 for the same year ended 2013~~7A. ~~The~~QUANTITATIVE ~~net~~AND ~~income~~QUALITATIVE ~~for~~DISCLOSURES ~~fiscal~~ABOUT ~~2013~~MARKET was primarily the result of unrealized gains of $181,216 due to the fair value measurement of the MacuCLEAR Preferred Stock investment. General and administrative expenses were $72,787 for the period ended December 31, 2014 compared to $77,934 for the period ended December 31, 2013. Interest expense was $6,202 for 2014 compared to $1,181 for 2013 with the increase due to new convertible promissory debentures in the amounts of $100,000 and $25,000. The $100,000 promissory debenture was exchanged for MacuCLEAR Preferred stock and Company common stock during 2014. See Note 10 - "Convertible Debentures" to our consolidated financial statements for additional information.RISK

Year Ended December 31, 2013 Compared to Year Ended December 31, 2012

For the year ended December 31, 2013, the Company had net income of $100,873 compared to a net loss of $59,323 for the same year ended 2012. The net income for fiscal 2013 was primarily the result of unrealized gains of $181,216 due to the fair value measurement of the MacuCLEAR Preferred Stock investment. Oil and gas revenues were down due to the decline in the net profits interest income from downtime related to disposal well permitting issues which should be resolved during the first quarter of 2014. General and administrative expenses were $77,934 for the period ended December 31, 2013 compared to $67,711 for the period ended December 31, 2012. The increase was the result of higher accounting and audit expense, plus new expenses of $21,000 for legal fees related to ongoing acquisition negotiations. Interest expense was $1,181 for 2013down from $2,072 for 2012 due to lower interest-bearing debt during 2013.

RELATED PARTY TRANSACTIONS

See Note 11 - "Related Party Transactions" to our consolidated financial statements for additional information.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Not applicable.

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ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm	2622
Consolidated Balance Sheets at December 31, 2014 and 2013	27
Consolidated Balance Sheets at December 31, 2015 and 2014	23
Consolidated Statements of Operations for each of the two years ended December 31, 2014 and 2013	28
Consolidated Statements of Operations for each of the two years ended December 31, 2015 and 2014	24
Consolidated Statements of Stockholders’ Equity	2925
Consolidated Statements of Cash Flows for each of the two years ended December 31, 2014 and 2013	30
Consolidated Statements of Cash Flows for each of the two years ended December 31, 2015 and 2014	26
Notes to Consolidated Financial Statements	3127

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TURNER, STONE & COMPANY, L.L.P

12700 Park Central Drive, Suite 1400

Dallas, Texas 75251

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

Regent Technologies, Inc. and Subsidiary

Dallas, Texas

We have audited the accompanying consolidated balance sheets of Regent Technologies, Inc. and Subsidiary, (the Company) as of December 31, ~~2014~~2015 and ~~2013~~2014, and the related consolidated statements of operations, stockholders'’ equity, and cash flows for the years ended December 31, ~~2014~~2015 and ~~2013~~2014. These consolidated financial statements are the responsibility of the Company'’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Regent Technologies, Inc. and Subsidiary at December 31, ~~2014~~2015 and ~~2013~~2014, and the results of their operations and cash flows for the years ended December 31, ~~2014~~2015 and ~~2013~~2014 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 no significant business operations and has a limited working capital ~~deficiency~~, both of which raise substantial doubt about its ability to continue as a going concern. Management'’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Turner, Stone & Company, L.L.P.

~~March~~April 3114, ~~2015~~2016

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REGENT TECHNOLOGIES, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

	December 31,			December 31,
	2014			2013
	2015			2014
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	188,032		$	5,051
Cash	$	4,411		$	188,032
Accrued oil and natural gas revenue		—			—
Prepaid expenses and other		75,730			40,000
Prepaid expenses and other		40,000			—
Investments (Note 4)		110,513			89,884
Investments (Note 4)		89,884			244,428
Total current assets		190,654			317,916
Total current assets		317,916			249,479
Property, plant and equipment, net		185,780			74
PROPERTY AND EQUIPMENT (net of accumulated depletion and depreciation):
Intangible assets, net		4,614,220			—
Oil and natural gas properties, full cost accounting
Oil and natural gas properties, net		102,100			206,268
Unproved properties		3,080			3,080
Investments, restricted (Note 4)		207,422			207,422
Proved properties		198,641			199,641
Total assets	$	5,300,176		$	731,680
Net profits production interest		4,547			4,547
Equipment and other fixed assets		74			381
Total property and equipment, net		206,342			207,649
Investments (Note 4)		207,422			207,422
TOTAL ASSETS	$	731,680		$	664,550
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	3111,~~227~~651		$	4331,~~497~~227
Notes payable – stockholder		25,000			—
Notes payable - stockholder		25,000			25,000
Notes payable - related parties		8,000			578,~~960~~000
Accrued interest payable		~~623~~1,074			~~1,907~~623
Accrued liabilities - related parties		1112,~~130~~230			2611,~~153~~130
Total current liabilities		7557,~~980~~955			~~129~~75,~~517~~980
LONG TERM LIABILITIES:
LONG TERM LIABILITIES
Accrued liabilities - related parties		17,000			—
Asset retirement obligation		10,660			10,660
Total liabilities		8685,~~640~~615			~~140~~86,~~177~~640
STOCKHOLDERS’ EQUITY:
Convertible Preferred stock, $.10 par value, 1,000,000 shares authorized, 99,500 shares issued and outstanding, Regent Natural Resources Co.		9,950			9,950
Convertible Preferred Stock, $.10 par value, 1,000,000 shares authorized, 99,500 shares issued and outstanding - Regent Natural Resources Co.		9,950			9,950
Convertible Preferred stock, $.10 par value, 30,000,000 shares authorized, 150,000 shares issued and outstanding, Registrant		15,000			—
Series A Convertible Preferred Stock, $.10 par value, 30,000,000 shares authorized, 150,000 shares issued and outstanding, Registrant		15,000			15,000
Common stock, $.01 par value, 100,000,000 shares authorized, 23,130,233 and 22,360,233 shares issued and outstanding, respectively		231,302			223,602
Series B Convertible Preferred Stock, $.10 par value, 30,000,000 shares authorized, 1,500,000 shares issued and outstanding, Registrant		150,000			—
Paid-in capital in excess of par		3,709,271			3,545,875
Common Stock, $.01 par value, 100,000,000 shares authorized, 23,249,355 and 23,130,233 shares issued and outstanding, respectively		232,493			231,302
Accumulated deficit		(3,320,483	)		(3,255,054	)
Paid-in capital in excess of par		8,329,271			3,709,271
		645,040			524,373
Accumulated deficit		(3,522,153	)		(3,320,483	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	731,680		$	664,550
Total Stockholders’ Equity		5,214,561			645,040
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	5,300,176		$	731,680

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

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REGENT TECHNOLOGIES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Year Ended
	December 31,
	2014			2013
	2015			2014
REVENUES:
REVENUE:	$	—		$	—
Oil and natural gas revenues	$	—		$	1,753
OPERATING EXPENSES:
Lease operating expense		517,~~288~~054			25,~~166~~288
Production and other taxes		—1,000			81—
Depreciation, depletion and amortization		~~307~~224			~~734~~307
Accretion of asset retirement obligation		—			—
Full cost ceiling impairment		114,518			—
General and administrative		7292,~~787~~767			7772,~~934~~787
Operating loss		(78225,~~382~~563	)		(7978,~~162~~382	)
OTHER INCOME (EXPENSE):
Net change in fair value measurement		1920,~~155~~629			~~181~~19,~~216~~155
Interest, net		(6,202	)		(1,181	)
Gain on debt extinguishment		6,968			—
Total other income (expense)		12,953			180,035
Interest expense		(2,513	)		(6,202	)
Gain (loss) before provision for income taxes		(65,429	)		100,873
Total other income (expense)		25,084			12,953
Loss before income taxes		(200,479	)		(65,429	)
Provisions for income taxes		—			—
Net income (loss) applicable to common stockholders	$	(65,429	)	$	100,873
Net loss		(200,479	)		(65,429	)
PER COMMON SHARE:
Preferred stock dividends		1,191			—
Net income (loss) applicable to common stockholders -- (basic and diluted)	$	—		$	—
NET LOSS	$	(201,670	)	$	(65,429	)
Weighted average shares outstanding		22,438,101			22,360,233
Net loss per common share
(basic and diluted)	$	(0.01	)	$	(0.00	)
Weighted Average Shares Outstanding
(basic and diluted)		23,179,628			22,438,101

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

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REGENT TECHNOLOGIES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS'’ EQUITY

																				Total
	Series A			Series B																					Total
	Preferred Stock			Preferred Stock	~~Common Stock~~						Common Stock	~~Additional~~						Additional		~~Stockholders’~~					Stockholders’
	Issued	Par		Issued	~~Issued~~		Par	~~Par~~			Issued	~~Paid-in~~		Par		~~Accumulated~~		Paid-in		~~Equity~~		Accumulated			Equity
	Shares	Value		Shares	~~Shares~~		Value	~~Value~~			Shares	~~Capital~~		Value		~~Deficit~~		Capital		~~(Deficit)~~		Deficit			(Deficit)
Balance at December 31, 2012	99,500	$	9,950		22,610,233			$	226,102			$	3,629,141			$	(3,355,927	)		$	509,266
Balance at December 31, 2013	99,500	$	9,950	—			$	—			22,360,233			$	223,602			$	3,545,875			$	(3,255,054	)	$	524,373
Change to paid-in capital and common stock for debt conversion to stock	—		—		(250,000	)			(2,500	)			550				—				(1,950	)
Change to paid-in-capital and common stock for debt conversion to stock	—		—	—				—			770,000				7,700				28,396				—			36,096
Reduction to paid-in capital for MacuCLEAR stock acquisition, reduced to related party basis	—		—		—				—				(83,816	)			—				(83,816	)
Issuance of convertible Series A preferred stock for cash consideration	150,000		15,000	—				—			—				—				135,000				—			150,000
Net income for 2013	—		—		—				—				—				100,873				100,873
Net loss for 2014	—		—	—				—			—				—				—				(65,429	)		(65,429	)
Balance at December 31, 2013	99,500	$	9,950		22,360,233			$	223,602			$	3,545,875			$	(3,255,054	)		$	524,373
Balance at December 31, 2014	249,500		24,950	—				—			23,130,233				231,302				3,709,271				(3,320,483	)		645,040
Change to paid-in capital and common stock for debt conversion to stock	—		—		770,000				7,700				28,396				—				36,096
Common stock issued for preferred stock dividend	—		—	—				—			119,122				1,191				—				—			1,191
Issuance of convertible preferred stock	150,000		15,000		—				—				135,000				—				150,000
Issuance of convertible Series B preferred stock for asset acquisition	—		—	1,500,000				150,000			—				—				4,620,000				—			4,770,000
Net income for 2014	—		—		—				—				—				(65,429	)			(65,429	)
Net loss for 2015	—		—	—				—			—				—				—				(201,670	)		(201,670	)
Balance at December 31, 2014	249,500	$	24,950		23,130,233			$	231,302			$	3,709,271			$	(3,320,483	)		$	645,040
Balance at December 31, 2015	249,500	$	24,950	1,500,000			$	150,000			23,249,355			$	232,493			$	8,329,271			$	(3,522,153	)	$	5,214,561

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

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REGENT TECHNOLOGIES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Year
	Ended December 31,
	2014			2013
	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(65201,~~429~~670	)	$	~~100~~(65,~~873~~429	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation, depletion and amortization		~~307~~224			~~734~~307
Net change in fair value measurement		(19,155	)		(181,216	)
Full cost ceiling impairment		114,518			—
(Increase) decrease in prepaid expenses and other		(40,000	)		2,950
Net change in fair value measurement		(20,629	)		(19,155	)
(Increase) decrease in accrued oil and natural gas revenue		—			5,900
Gain from extinguishment of debt		(6,968	)		—
Increase (decrease) in accounts payable		(2,480	)		24,106
Preferred stock dividends (non-cash)		1,191			—
Increase (decrease) in accrued liabilities - related parties		(15,023	)		(18,106	)
(Increase) decrease in prepaid expense and other		(35,730	)		(40,000	)
Increase (decrease) in accrued interest payable		(1,284	)		1,284
Increase (decrease) in accounts payable		(19,576	)		(2,480	)
Net Cash Used In Operating Activities		(113,018	)		(63,475	)
Increase (decrease) in accrued liabilities - related parties		30,382			15,023
Increase (decrease) in accrued interest payable		451			(1,284	)
Net Cash Used In Operating Activities		(150,089	)		(113,018	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures for oil and gas interests		1(10,~~000~~350	)		(1,000	)
Proceeds from sale of investments		~~12,000~~—			~~123~~12,~~648~~000
Net Cash Provided By Investing Activities		13,000			122,648
Net Cash Provided By (Used In) Investing Activities		(10,350	)		13,000
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of preferred stock		~~150,000~~—			—150,000
Proceeds from convertible secured debenture		~~125,000~~—			—125,000
Borrowings – stockholder		13,000			—
Borrowings - stockholder		—			13,000
Repayments – stockholder		(5,000	)		(10,000	)
Repayments - stockholder		—			(5,000	)
Borrowings – related parties		—			56,935
Repayments - related parties		(10,900	)		—
Repayments – related parties		—			(116,083	)
Net Cash Provided By (Used In) Financing Activities		(10,900	)		283,000
Net Cash Provided By (Used in) Financing Activities		283,000			(69,148	)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(183,621	)		182,982
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		182,982			(9,975	)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		188,032			5,050
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		5,051			15,026
CASH AND CASH EQUIVALENTS, END OF YEAR	$	4,411		$	188,032
CASH AND CASH EQUIVALENTS, END OF YEAR	$	188,033		$	5,051
Supplemental disclosures of cash flow information:
Cash paid during the year for interest	$	131		$	178
Cash paid during the period for interest	$	1,140		$	131
Cash paid during the year for taxes	$	—		$	—
Cash paid during the period for taxes	$	1,000		$	—
Supplemental disclosure of non-cash investing and financing activities:
Supplemental disclosure of non-cash financing activities:
Note payable for investment in MacuCLEAR common stock	$	—		$	92,486
Settlement of related party promissory note through issuance of common stock	$	—		$	36,096
Settlement of related party promissory notes through issuance of common stock	$	36,096		$	—
Settlement of related party payables through exchange for MacuCLEAR stock	$	—		$	89,700
Settlement of related party payables through exchange for MacuCLEAR stock	$	89,700			—
MacuCLEAR preferred stock exchange for note payment	$	—		$	72,000
MacuCLEAR preferred stock exchange for note payment	$	72,000		$	8,676
Series B preferred stock exchanged for Solar Logic assets	$	4,800,000		$	—

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

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REGENT TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. Description of Business and Significant Accounting Policies

Regent Technologies, Inc., formerly Regent Petroleum Corporation, was incorporated under the laws of the State of Colorado on January 18, 1980. During 1999, the Company had re-entered the development stage pursuant to ASC No. 915, "“Development Stage Activities"” ("“ASC 915"”) of the ~~"Financial~~ “Accounting Standards Codification ("“Codification"” or "“ASC"”) and the Hierarchy of Generally Accepted Accounting Principles." ” As of January 1, 2013, ~~due to our ongoing oil and natural gas development activities and future plans for exploration and production,~~ management ~~has~~ determined that ASC No. 915 iswas no longer applicable and accordingly, the ASC No. 915 development stage reporting format ~~has~~was ~~been~~ discontinued. InRegent ~~this~~NRCo ~~Form~~is ~~10-K,~~a ~~references~~Texas tocorporation ~~"we,"~~and ~~"our,"~~is ~~"us,"~~engaged ~~the~~in ~~"Company,"~~testing oroil ~~"Regent"~~and ~~refer~~gas toproduction ~~Regent~~enhancement ~~Technologies,~~technologies ~~Inc.~~and the acquisition and ~~Regent's~~development ~~wholly-owned~~of ~~subsidiary,~~oil ~~Regent~~and ~~Natural~~natural ~~Resources~~gas Coproperties. In 2013, the Company organized a second subsidiary REGENT SPV LLC as a Texas ~~corporation,~~limited liability company. It is referred to herein as “RSPV” and it will operate as an unregulated company and will invest in, ~~the~~own ~~"Subsidiary~~and operate distributed solar power ventures," orincluding ~~"Regent~~commercial ~~NRCo~~and residential solar installations."

Consolidation Principles

The consolidated financial statements of the Company included in this report have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and in accordance with accounting principles generally accepted in the United States (“US GAAP”). The consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiary and include all adjustments (consisting only of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation. Intercompany balances and transactions have been eliminated in consolidation. Certain data in the prior period’s financial statements have been adjusted to conform to the presentation of the current period.

Estimates and Assumptions

The preparation of financial statements in conformity USwith US GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ materially from those estimates. The accounting policies most affected by management’s estimates and assumptions are provisions for depreciation, depletion and amortization, estimates of proved reserves, impairment of long-lived assets based on estimates of future net cash flows, and asset retirement obligations based on estimates regarding timing and cost of future asset retirements.

~~Oil~~Property, Plant and ~~Natural Gas Properties~~Equipment

The Company follows the full-cost method of accounting under which all costs associated with property acquisition, exploration and development activities are capitalized. We capitalize internal costs that can be directly identified with our acquisition, exploration and development activities and do not include any costs related to production, general corporate overhead or similar activities. The internal costs that are capitalized do not include any costs related to production, general corporate overhead, or similar activities. The Company does not recognize any gain or loss on the sale or other disposition of oil and gas properties unless the gain or loss would significantly alter the relationship between capitalized costs and proved reserves of oil and gas attributable to a cost center. Estimates of our proved reserves as of December 31, ~~2014~~ 2015 were prepared by a third party engineering firm (See Note 1012). The costs of unproved properties are excluded from amortization until the properties are evaluated. The Company reviews its equipment and other operating assets for impairment in accordance with ASC 360, Property, Plant, and Equipment (“ASC 360”). ASC 360 requires the Company to evaluate equipment and other operating assets for impairment as events occur or circumstances change that would more likely than not reduce the fair value below the carrying amount. If the carrying amount is not recoverable from its undiscounted cash flows, then the Company would recognize an impairment loss for the difference between the carrying amount and the current fair value. Further, the Company evaluates the remaining useful lives of its equipment and other operating assets at each reporting period to determine whether events and circumstances warrant a revision to the remaining depreciation periods. We review the carrying value of our properties under the full-cost accounting rules of the Securities and Exchange Commission on a quarterly basis. This quarterly review is referred to as a ceiling test. Under the ceiling test, capitalized costs, less accumulated amortization and related deferred income taxes, may not exceed an amount equal to the sum of the present value of estimated future net revenues (adjusted for hedges) less estimated future costs to be incurred in developing and producing the proved reserves, less any related income tax effects.

Proceeds from the sale of properties are accounted for as reductions of capitalized costs unless such sales involve a significant change in the relationship between costs and the value of proved reserves or the underlying value of unproved properties, in which case a gain or loss is recognized. The costs of unproved properties are excluded from amortization until the properties are evaluated. We review all of our unevaluated properties quarterly to determine whether or not and to what extent proved reserves have been assigned to the properties and otherwise if impairment has occurred. Unevaluated properties are grouped by major prospect area where individual property costs are not significant and are assessed individually when individual costs are significant. We review the carrying value of our properties under the full-cost accounting rules of the Securities and Exchange Commission on a quarterly basis. This quarterly review is referred to as a ceiling test. Under the ceiling test, capitalized costs, less accumulated amortization and related deferred income taxes, may not exceed an amount equal to the sum of the present value of estimated future net revenues (adjusted for hedges) less estimated future costs to be incurred in developing and producing the proved reserves, less any related income tax effects.27

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REGENT TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Valuation of Property and Equipment

Our long-lived assets, including proved oil and natural gas properties and equipment, are assessed for potential impairment in their carrying values whenever events or changes in circumstances indicate such impairment may have occurred. Estimates of oil and natural gas reserves, by necessity, are projections based on geologic and engineering data, and there are uncertainties inherent in the interpretation of such data as well as the projection of future rates of production and the timing of development expenditures. Reserve engineering is a subjective process of estimating underground accumulations of oil and natural gas that are difficult to measure.

Estimates of economically recoverable oil and natural gas reserves and future net cash flows necessarily depend upon a number of variable factors and assumptions, such as historical production from the area compared with production from other producing areas, the assumed effects of regulations by governmental agencies and assumptions governing future oil and natural gas prices, future operating costs, severance taxes, development costs and workover costs, all of which may in fact vary considerably from actual results. For these reasons, estimates of the economically recoverable quantities of oil and natural gas attributable to any particular group of properties may vary substantially. Furniture and equipment are stated at cost.

Depreciation and depletion of producing oil and natural gas properties are calculated using the units-of-production method. Proved developed reserves are used to compute unit rates for unamortized tangible and intangible development costs, ~~and~~Depletion ~~proved reserves are used for unamortized leasehold costs. Gains~~ and losses on disposals or retirements that are significant or include an entire depreciable or depletable property unit are included in operating income. Depreciation of furniture, fixtures and equipment, consisting of office furniture, computer hardware and software and leasehold improvements is computed using the straight-line method over their estimated useful lives, which vary from three to five years.Amortization

Depreciation and depletion of producing oil and natural gas properties are calculated using the units-of-production method. Proved developed reserves are used to compute unit rates for unamortized tangible and intangible development costs, and proved reserves are used for unamortized leasehold costs. Gains and losses on disposals or retirements that are significant or include an entire depreciable or depletable property unit are included in operating income. Depreciation of furniture, fixtures and equipment, consisting of office furniture, computer hardware and software, leasehold improvements, and solar power equipment is computed using the straight-line method over their estimated useful lives, which vary from three to ten years.

Business Acquisitions

We account for business acquisitions using the acquisition method of accounting and record intangible assets separate from goodwill. Intangible assets are recorded at fair value based on estimates as of the date of acquisition. Goodwill is recorded as the residual amount of the purchase price consideration less the fair value assigned to the individual assets acquired and liabilities assumed as of the date of acquisition. We charge acquisition related costs that are not part of the purchase price consideration to general and administrative expense as they are incurred. These costs typically include transaction and integration costs, such as legal, accounting, and other professional fees. Contingent consideration, which represents an obligation of the acquirer to transfer additional assets or equity interests to the former owner as part of the exchange if specified future events occur or conditions are met, is accounted for at fair value either as a liability or as equity depending on the terms of the acquisition agreement.

Intangibles – Goodwill and Other

Acquired intangible assets are amortized over their estimated useful lives. We evaluate the recoverability of our intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. If such review indicates that the carrying amount of property and equipment and intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value as impairment. We would record any impairment in accordance with ASC No. 350, “Intangibles – Goodwill and Other” (“ASC 350”). Pursuant to ASC 350, we perform impairment tests between scheduled annual tests in the fourth quarter if facts and circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value.

Revenue Recognition

~~Oil~~Revenues ~~and~~generally, ~~natural~~including ~~gas~~for ~~revenues~~oil and gas, are recognized when production is sold to a purchaser at a fixed or determinable price, when delivery has occurred and title has transferred, and if ~~collectability~~ collectability of the revenue is probable. Revenues from the production of crude oil and natural gas properties in which we have an interest with other producers are recognized using the entitlements method. Differences between actual production and net working ~~interest~~ interest volumes are routinely adjusted.

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REGENT TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Asset Retirement Obligation

Our asset retirement obligation primarily represents the ~~estimated~~ estimated present value of the amount we will incur to plug, abandon and remediate our producing properties at the end of their ~~productive~~ productive lives, in accordance with federal, state and local laws. We account for asset retirement obligations based on the guidance of of ASC No. 410, "“Asset Retirement and Environmental Obligations"” ("“ASC 410"”), which addresses the required ~~accounting~~ accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset ~~retirement~~ retirement costs. ASC 410 requires that the fair value of an asset'’s retirement obligation be recorded as a liability in the period in which it is incurred and the corresponding cost capitalized by increasing the carrying amount of the related long-lived asset. ~~Periodic~~ Periodic accretion of the discount of the estimated liability is treated as accretion expense included in depreciation, depletion and amortization on our Consolidated Statements of Operations.

Income Taxes

We utilize the asset and liability method to account for income taxes. Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities, and are measured currently enacted tax rates expected to apply to taxable income in the years in which those differences are expected to reverse.

32Share-Based Compensation

We account for equity based compensation under the provisions of ASC No. 718, “Compensation - Stock Compensation” (“ASC 718”). ASC 718 requires the recognition of the fair value of equity-based compensation in operations. The fair value of our stock option awards are estimated using a Black-Scholes option valuation model. This model requires the input of subjective assumptions and elections including expected stock price volatility and the estimated life of each award. In addition, the calculation of equity-based compensation costs requires that we estimate the number of awards that will be forfeited during the vesting period. The fair value of equity-based awards is amortized over the vesting period of the award and we elected to use the straight-line method for awards granted after the adoption of ASC 718 with no forfeitures.

Fair Value Measurements

Fair value is defined as 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. The fair value of an asset should reflect its highest and best use by market participants, whether in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk. In accordance with the requirements of ASC No. 820, “Fair Value Measurement” (“ASC 820”), the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under ASC 820 and includes this additional information in the notes to the financial statements when the fair value is different than the carrying value of those financial instruments. The estimated fair value of cash and accounts payable approximate their carrying value due to the short term nature of these instruments. The carrying value of the notes payable also approximate fair value based on the terms of these instruments. Hierarchical levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities are as follows:

•

Level 1 Inputs—unadjusted quoted market prices in active markets for identical assets or liabilities;

•

Level 2 Inputs—quotes which are derived principally from or corroborated by observable market data. Included in this level are interest rate information and commodity pricing data obtained from third party pricing sources and our creditworthiness; and

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REGENT TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~Share-Based~~• ~~Compensation~~Level 3 Inputs—unobservable inputs for the asset or liability, such as discounted cash flow models or valuations, based on the Company’s various assumptions and future commodity prices. Included in this level is the carrying value of our investment in MacuCLEAR Preferred Stock (See Note 4). None of our investments are held for trading purposes.

We account for equity based compensation under the provisions of ASC No. 718, "Compensation - Stock Compensation" ("ASC 718"). ASC 718 requires the recognition of the fair value of equity-based compensation in operations. The fair value of our stock option awards are estimated using a Black-Scholes option valuation model. This model requires the input of subjective assumptions and elections including expected stock price volatility and the estimated life of each award. In addition, the calculation of equity-based compensation costs requires that we estimate the number of awards that will be forfeited during the vesting period. The fair value of equity-based awards is amortized over the vesting period of the award and we elected to use the straight-line method for awards granted after the adoption of ASC 718 with no forfeitures.

Fair Value Measurements

Fair value is defined as 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. The fair value of an asset should reflect its highest and best use by market participants, whether in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk. In accordance with the requirements of ASC No. 820, "Fair Value Measurement" ("ASC 820"), the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under ASC 820 and includes this additional information in the notes to the financial statements when the fair value is different than the carrying value of those financial instruments. The estimated fair value of cash and accounts payable approximate their carrying value due to the short term nature of these instruments. The carrying value of the notes payable also approximate fair value based on the terms of these instruments. Hierarchical levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities are as follows:

• Level 1 Inputs – unadjusted quoted market prices in active markets for identical assets or liabilities;

• Level 2 Inputs – quotes which are derived principally from or corroborated by observable market data. Included in this level are interest rate information and commodity pricing data obtained from third party pricing sources and our creditworthiness; and

• Level 3 Inputs – unobservable inputs for the asset or liability, such as discounted cash flow models or valuations, based on the Company’s various assumptions and future commodity prices. Included in this level is the carrying value of our investment in MacuCLEAR Preferred Stock (See Note 4). None of our investments are held for trading purposes.

Earnings per Common Share

Earnings per common share are determined under the provisions of ASC No. 260, "“Earnings per Share"” ("“ASC 260"”), which requires the Company to report both basic earnings per share, which is based on the weighted-average number of common shares outstanding, and diluted earnings per share, which is based on the weighted-average number of the common shares outstanding plus all potentially dilutive shares outstanding. At December 31, ~~2014~~2015 and ~~2013~~2014, there are no exercisable common stock equivalents. Accordingly, no common stock equivalents are included in the earnings per share calculations and basic and diluted earnings per share are the same for all periods presented.

33Recent Accounting Pronouncements

During the year ended December 31, 2015, there were several new accounting pronouncements issued by the Financial Accounting Standards Board ( FASB). Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial position or operating results. The Company will monitor these emerging issues to assess any potential future impact on its consolidated financial statements.

NOTE 2. Going Concern Uncertainties

As of the date of this 2015 annual report, there is substantial doubt regarding our ability to continue as a going concern as we have not generated sufficient cash flow to fund our business operations and material commitments. Our future success and viability, therefore, are dependent upon our ability to generate capital financing. We are optimistic that we will be successful in our new business operations and capital raising efforts; however, there can be no assurance that we will be successful in generating revenue or raising additional capital. The failure to generate sufficient revenues or raise additional capital may have a material and adverse effect upon the Company and our shareholders. These consolidated financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying consolidated financial statements.

NOTE 3. Intangible Assets and Solar Logic Acquisition

Effective December 1, 2015, Regent Technologies, Inc. entered into the Regent-Solar Logic IP Rights Agreement (the “SL Agreement”) with Solar Logic Incorporated (“Solar Logic”) which includes an exclusive license of Solar Logic’s intellectual property (the “SL Intellectual Property License” of “License”) to the Company. The principal terms of the SL Agreement and the SL Intellectual Property License are:

•

Regent will pay a 3% royalty of gross revenues of Solar Logic associated products. This will be paid on a quarterly basis. Regent has until June 30, 2018 to record gross revenues before Solar Logic has the right to modify or terminate the Agreement.

•

Regent will pay $50,000 annually as a non-refundable advance payment on royalties due on January 1 of each year beginning January 1, 2016. Regent has the option to pay the first two years in cash or Regent common stock valued at the 90-day moving average price but not less than $.10 per share.

•

Regent must raise $500,000 in capital prior to June 30, 2017 to maintain the Agreement.

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Index to Financial Statements

REGENT TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~Recently~~• ~~Accounting~~Throughout ~~Pronouncements~~the term of the Agreement, Regent has the option to pay Solar Logic in cash and/or freely trading Regent stock with a combined value equal to or greater than $2,500,000 in exchange for the transfer of all assets including intellectual property rights and all outstanding Regent shares of Series B Convertible Preferred Stock.

~~During~~• ~~the~~Solar ~~year~~Logic ~~ended December 31, 2014, there were several new accounting pronouncements issued by the Financial Accounting Standards Board ( FASB). Each of these pronouncements, as applicable, has been or~~ will befully ~~adopted~~support byRegent ~~the~~in ~~Company. Management does not believe~~ the ~~adoption~~transfer of ~~any~~product ofknowledge ~~these~~and ~~accounting pronouncements~~markets ~~has~~while ~~had~~ramping orup ~~will~~their ~~have~~engineering aand ~~material~~marketing ~~impact on the Company’s financial position or operating results~~operations. ~~The Company will monitor these emerging issues to assess any potential future impact on its consolidated financial statements.~~

~~NOTE~~Under the 2Agreement and License, Solar Logic transferred all of its equipment to Regent and granted the exclusive rights to all intellectual property which includes two issued patents and its trade secrets, technology, business and technical information and know-how, databases, and other confidential and proprietary information as well as solar manufacturing processes and protocols. ~~Going~~All ~~Concern~~of ~~Uncertainties~~the assets listed in the previous sentence were appraised with a combined tangible and intangible asset valuation of $4.8 million by a third-party appraiser engaged by Solar Logic. In addition, Regent agreed to pay past legal fees and will pay $1,000 per month until $30,000 is paid. In exchange for these assets, Regent granted Solar Logic 1,500,000 shares of Series B Convertible Preferred Stock with a par value of $.10 per share. The preferred stock grant is a one-time, non-refundable stock grant which converts into 1,500,000 shares of common stock if Solar Logic terminates the Agreement due to default by the Company. In connection with applying the acquisition method of accounting, the asset value acquired by Regent resulted in $4,614,220 assigned to intangible assets, and $185,780 assigned to property, plant and equipment. Substantially all of the intangible assets recorded for this acquisition are deductible for tax purposes.

AsIntangible ofassets ~~the~~currently ~~date~~include ofthose ~~this~~assets ~~2014~~acquired ~~annual report, there is substantial~~as ~~doubt~~part ~~regarding~~of our ~~ability~~Solar toLogic ~~continue~~Acquisition asdescribed aabove. ~~going~~In ~~concern~~the asfuture, wethis ~~have~~will ~~not~~include ~~generated sufficient cash flow to fund~~ our ~~business~~internally-generated ~~operations~~intangible ~~and~~assets, ~~material~~which ~~commitments.~~will ~~Our~~represent ~~future~~patents ~~success~~on ~~and~~technologies ~~viability,~~related ~~therefore,~~to ~~are dependent upon~~ our ~~ability~~products toand ~~generate~~production ~~capital financing~~processes. We ~~are optimistic that we~~ will record bean ~~successful~~asset infor ~~our~~patents, ~~new~~after ~~business~~the ~~operations~~patent ~~and~~has ~~capital~~been ~~raising efforts; however~~issued, ~~there can~~based beon nothe ~~assurance~~legal, ~~that~~filing, weand ~~will~~other becosts ~~successful~~incurred ~~in generating revenue or raising additional capital. The failure~~ to ~~generate sufficient~~secure ~~revenues~~them. orWe ~~raise~~amortize ~~additional~~intangible ~~capital~~assets ~~may~~on ~~have~~ a ~~material~~straight-line ~~and~~basis ~~adverse~~over ~~effect~~their ~~upon~~estimated ~~the~~useful ~~Company and our shareholders~~lives. ~~These~~We ~~consolidated financial~~estimate ~~statements do not give effect to any adjustments which would be necessary should~~ the ~~Company~~useful ~~be unable to continue as~~life aof ~~going~~our ~~concern~~intangible ~~and~~assets ~~therefore~~to be ~~required~~15 toyears ~~realize its assets~~ and ~~discharge~~the ~~its~~estimated ~~liabilities~~amortization inexpense ~~other~~for ~~than~~ the ~~normal~~first ~~course of~~five ~~business~~years ~~and~~of atusage ~~amounts~~to ~~different~~be approximately ~~from~~$307,614 ~~those~~per ~~reflected in the accompanying consolidated financial statements~~year.

NOTE 3. Share-Based Compensation

Stock grants are intended to promote the interests of the Company by providing a means by which employees, consultants and directors may acquire or increase their equity interest in the Company and may develop a sense of proprietorship and personal involvement in the development and financial success of the Company, and to encourage them to remain with and devote their best efforts to the business of the Company, thereby advancing the interests of the Company and its stockholders. In 2007, we began granting a series of restricted stock awards with varying vesting periods. During the vesting period, ownership of the shares cannot be transferred and the shares are subject to forfeiture if employment ends before the end of the vesting period. Restricted shares are not considered to be issued and outstanding until the restrictions lapse and/or they vest.

Effective October 1, 2012, the Company entered into an agreement to grant as compensation certain amounts of restricted common shares for consulting services. The consulting agreement included an immediate grant and additional grants of up to an additional 500,000 restricted common shares, vesting and issued quarterly beginning December 31, 2012. Pursuant to the agreement, the Company advanced $2,950 to the consultant as a loan. On September 30, 2013, the parties agreed that the consulting agreement was voided ab initio in exchange for the cancellation of the $2,950 receivable and the termination of further obligations between the parties. The stock grant recognition and share based expense and equity transactions related to this agreement have been voided from inception with the necessary adjustments to the financial statements.

NOTE 4. Investments

~~During~~As ~~2014~~of ~~and~~December ~~2013~~31, 2015, the Company’s Subsidiary ~~sold~~is ~~13,475~~holding ~~and 10~~76,~~304~~590 shares, ~~respectively,~~ of MacuCLEAR Series A Preferred Stock ~~for~~(“MacuCLEAR”) ~~$12.00~~and ~~per~~19,268 ~~share.~~shares ~~During~~of ~~October~~MacuCLEAR ~~2014~~common ~~the~~stock ~~Company~~for ~~effected an~~the ~~exchange~~partial redemption of 7the Subsidiary’s outstanding Series A Preferred Stock. The 99,~~475~~950 outstanding shares of Subsidiary preferred stock will be partially redeemed with MacuCLEAR ~~Preferred~~common ~~Stock~~and ~~for~~preferred ~~the~~stock ~~settlement~~and ofwith ~~$89,700~~common stock of ~~debt~~the ~~owed~~Subsidiary toor the Company. The MacuCLEAR preferred and common stock being held for the ~~President~~partial ~~(See~~redemption ~~Note~~of ~~9).~~Subsidiary preferred stock is held Asat ofcost ~~December~~or ~~31,~~basis ~~2014,~~whichever ~~the~~is less. The Company’s Subsidiary is also holding 5,894 shares of MacuCLEAR Preferred Stock currently being marketed for capital reallocation as a current asset. The carrying value for the shares being marketed receive Level 3 Fair Value Measurement under ASC 820 of $1518.2575 per share based on sales by MacuCLEAR of new issues of ~~Preferred~~preferred ~~Stock~~stock during December 2015 ~~2014~~ with the same designations. ~~The~~This ~~share price of $15.25~~ is an increase ~~from~~of $123.0050 ~~during~~per ~~2014~~share which ~~created~~triggered aan ~~valuation~~unrealized ~~increase~~gain of $1920,~~155~~629 and a concurrent earnings adjustment for the fiscal period 2015. During 2014, the Company’s Subsidiary sold 10,304 shares, respectively, of MacuCLEAR Preferred Stock for $12.00 ~~Also~~per share. During October 2014 the Company effected an exchange of 7,475 asshares of MacuCLEAR Preferred Stock for the settlement of $89,700 of debt owed to the President (See Note 9). Effective December 31, 2014, the Company settled $72,000 of a $100,000 promissory note to an unrelated third party in exchange for 6,000 shares of MacuCLEAR Preferred Stock (See Note 10).

34NOTE 5. Property, Plant and Equipment

Pursuant to the Solar Logic Acquisition described in Note 3, $185,780 was assigned to property, plant and equipment effective December 1, 2015. On June 24, 2014 the Company engaged Enstream Capital Markets, LLC to provide financial advisory services to the Company on an exclusive basis to assist with the Company’s needs for equity and debt capital for several projects under evaluation. The Company entered into a Purchase and Sale Agreement on November 18, 2014 to acquire certain oil and gas assets in Ohio, Pennsylvania and New York which agreement was terminated on December 15, 2014 due to the Seller’s inability to satisfy certain conditions precedent to closing. The Company is continuing to negotiate the acquisition and has advanced $68,846 toward environmental, engineering and bank fees related thereto.

Table of Contents
Index to Financial Statements

REGENT TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AsThe Company’s current oil and gas properties consist of ~~December~~interests ~~31,~~in ~~2014~~two productive wells and one injection well in Hill County, ~~the~~Texas. ~~Company’s~~During ~~Subsidiary~~the issecond ~~holding~~quarter 76of 2015,~~590~~ ~~shares~~we performed a geological and geophysical evaluation of ~~MacuCLEAR~~our ~~Series~~properties Ain ~~Preferred~~Hill ~~Stock~~County, ~~(“MacuCLEAR”) for~~Texas. ~~the~~We ~~partial~~engaged ~~redemption~~LGT ofCorporation to analyze the ~~Subsidiary’s~~current ~~outstanding~~productive fields ~~Series~~and Apossible ~~Preferred~~extensions ~~Stock~~related to our leaseholds. InThe ~~June~~results ~~2013,~~reflect ~~the~~several ~~Company’s~~drillable ~~President~~Woodbine and Austin chalk formation ~~transferred~~anomalies ~~19,268~~determined ~~shares~~utilizing ofgravity ~~MacuCLEAR~~and ~~common~~magnetic ~~stock~~mapping, tonear ~~the~~surface ~~Subsidiary~~fault ~~for~~expressions, ~~$4.80~~and ~~per~~the ~~share~~area ~~which~~mineralization isand ~~also~~thermal analyses ~~being~~based ~~held~~on ~~for~~seepage models. Based on the ~~partial redemption~~success of the ~~Subsidiary’s~~analysis, ~~outstanding~~we ~~Series~~initiated Aactivity ~~Preferred~~for ~~Stock~~the ~~(See~~resumption ~~Note~~of 9)production from our current wells. The ~~99,950~~wells ~~outstanding~~were ~~shares~~placed ofback ~~Subsidiary Preferred~~in ~~Stock~~production ~~will~~in beJuly ~~partially~~2015 ~~redeemed~~following ~~with~~a ~~MacuCLEAR~~series ~~common~~of tests and ~~preferred~~previous ~~stock~~stimulation treatments. ~~and~~The ~~with~~wells ~~common~~are ~~stock~~currently shut-in waiting a workover of the ~~Subsidiary~~injection ~~or the~~well ~~Company~~and pipeline. The ~~MacuCLEAR~~net ~~preferred~~capitalized ~~and~~cost ~~common~~of our ~~stock~~oil ~~being~~and ~~held~~gas properties for the ~~partial~~periods ~~redemption~~ended ofDecember ~~Subsidiary~~31, ~~Preferred~~2015 ~~Stock~~and 2014 is ~~held~~$216,618 and $206,268, respectively. The net increase atof ~~cost~~$10,350 orwas ~~basis~~due ~~whichever~~to isthe addition of the geological and geophysical evaluation plus a down-hole pump replacement less depletion, depreciation and amortization expense of $224. ~~Following~~Under the ~~MacuCLEAR~~Company’s ~~common~~review ~~stock~~for ~~transaction~~impairment in ~~June~~accordance ~~2013~~with ASC 360 for the period ended December 31, 2015, the Company's ~~number~~recorded a non-cash impairment charge of ~~shares~~$114,518. The carrying value of the Company’s proved oil and gas properties includes certain costs totaling $30,200 which have been excluded from the amortization base and therefore positively impact our full cost ceiling when measuring the amount of ~~direct~~any ~~holdings~~write-down required under the full cost accounting rules. The majority of ~~MacuCLEAR~~the ~~Preferred~~impairment ~~Stock~~is ~~increased~~due ~~which~~to ~~resulted~~the Company’s decision in anDecember ~~asset~~2015 ~~valuation~~not ~~increase~~to pursue the proved undeveloped reserves associated with its current leaseholds. Estimates of ~~$181~~our proved reserves as of December 31,~~216~~ ~~and~~2015 were prepared by a ~~concurrent~~third ~~earnings~~party ~~adjustment~~engineering ~~for~~firm ~~the~~(See ~~fiscal~~Note ~~period 2013~~12).

~~NOTE~~In April 2015, we negotiated a third-party exploratory agreement and earned a 2.5% carried non-op working interest in the first five wells drilled on 35,000 gross acres in Zavala County, Texas. After ~~Asset~~drilling ~~Retirement~~three ~~Obligation~~ wells, the operator was unable to stimulate and complete the wells due to the sustained drop in the price of oil which resulted in the operator’s inability to raise the necessary capital. We do not anticipate that we will realize any value from the exploratory agreement which was terminated during the first quarter of 2016. The agreement and the drilling activity terminated without any loss or liability to the Company.

WeNOTE ~~have included estimated future costs of abandonment and dismantlement in our amortization base and amortize these costs as a component of our depreciation, depletion, and accretion expense~~6. ~~The~~Asset ~~Company~~Retirement incurred accretion expense of $260 based on the utilization of the assets acquired beginning in the fourth quarter of 2012. The Company has not increased the asset retirement obligation for the years ended December 31, 2014 and 2013 due to only nominal impact.Obligation

~~NOTE~~We 6have included estimated future costs of abandonment and dismantlement in our amortization base and amortize these costs as a component of our depreciation, depletion, and accretion expense. ~~Income~~The ~~Taxes~~Company has not increased the asset retirement obligation for the years ended December 31, 2015 and 2014 due to only nominal impact.

~~The~~NOTE Company recognizes deferred tax assets and liabilities based on estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases7. InIncome addition, future tax benefits, such as those from net operating loss carry forwards, are recognized to the extent that realization of such benefits is more likely than not. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. At December 31, 2014 and 2013, the Company had net deferred tax assets totaling $25,390 and $56,198, respectively, which relates to the Company's net operating loss carry forwards less deferred tax liabilities related to unrealized gains on its MacuCLEAR investment shares. At December 31, 2014, the remaining net operating loss totaled approximately $217,000 which will expire through 2034. This deferred tax asset has been fully offset by a valuation reserve. The Company does not have any other deferred tax assets or liabilities.Taxes

The ~~Tax~~Company ~~Reform~~recognizes ~~Act~~deferred oftax ~~1986~~assets ~~imposed~~and ~~substantial~~liabilities ~~restrictions~~based on ofestimated future tax consequences attributable to differences between the ~~utilization~~ offinancial ~~net~~statement ~~operating~~carrying ~~loss~~amounts of existing assets and ~~tax~~liabilities ~~credit~~and ~~carry~~their ~~forwards~~respective intax ~~the~~bases. ~~event~~In ofaddition, anfuture ~~"ownership~~tax ~~change"~~benefits, such as ~~defined~~those byfrom ~~the~~net operating loss ~~Section~~carry ~~382~~forwards, ofare recognized to the ~~Internal~~extent ~~Revenue~~that ~~Code~~realization of ~~1986.~~such Ifbenefits ~~the~~is ~~Company~~more ~~has~~likely anthan ~~"ownership~~not. ~~change"~~Deferred astax ~~defined~~assets byand liabilities ~~the~~are ~~Internal Revenue~~measured ~~Code~~using ofenacted ~~1986,~~tax ~~the~~rates ~~Company's~~expected ~~ability~~to apply to ~~utilize~~taxable income in the ~~net~~years ~~operating~~in ~~losses~~which ~~could~~those temporary differences are expected to be ~~reduced~~recovered or settled. AThe ~~reconciliation~~effect on deferred tax assets and liabilities of ~~income~~a change in tax rates is recognized ~~expense~~in atincome in the ~~statutory~~period ~~federal~~that ~~rate~~includes ofthe ~~34%~~enactment todate. ~~income~~At December 31, 2015 and 2014, the Company had net deferred tax ~~expense~~assets atwhich relate to the Company'’s ~~effective~~net operating loss carry forwards less deferred tax ~~rate~~liabilities ~~for~~related ~~the~~to ~~years~~unrealized ~~ended~~gains on its MacuCLEAR investment shares. At December 31, ~~2014~~2015, ~~and~~the ~~2013~~remaining isnet asoperating loss ~~follows:~~totaled approximately $485,000 which will expire through 2035. This deferred tax asset has been fully offset by a valuation reserve. The Company does not have any other deferred tax assets or liabilities.

	Year ended December 31,
	2014			2013
Tax benefit (expense) computed at statutory rate	$	22,246		$	(34,297	)
State income taxes		—			—
Expiration of NOL carryforward, net of utilization		(14,688	)		(105,900	)
Increase in valuation allowance		(7,558	)		140,197
	$	—		$	—

The Tax Reform Act of 1986 imposed substantial restrictions of the utilization of net operating loss and tax credit carry forwards in the event of an “ownership change” as defined by the Section 382 of the Internal Revenue Code of 1986. If the Company has an “ownership change” as defined by the Internal Revenue Code of 1986, the Company’s ability to utilize the net operating losses could be reduced. A reconciliation of income tax expense at the statutory federal rate of 34% to income tax expense at the Company’s effective tax rate for the years ended December 31, 2015 and 2014 is as follows:

The Company uses the accrual method of accounting for income tax reporting purposes. At December 31, 2014 and 2013, the significant components of the Company’s deferred tax assets (benefits) and liabilities are summarized as follows:32

Table of Contents
Index to Financial Statements

REGENT TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

		December 31,
	Year ended December 31,
		2014			2013
	2015			2014
Deferred tax assets:
Tax benefit (expense) computed at statutory rate	$	68,600		$	22,246
Net operating loss carryforward	$	73,990		$	56,198
State income taxes		—			—
Less valuation allowance		(48,640	)		—
Expiration of NOL carryforward, net of utilization		15,360			(14,688	)
		25,350			56,198
Increase (decrease) in valuation allowance		(83,960	)		(7,558	)
Deferred tax liabilities:
Unrealized gain on investments		25,350			56,198
	$	—		$	—

~~NOTE~~The 7Company uses the accrual method of accounting for income tax reporting purposes. ~~Acquisitions~~At /December ~~Dispositions~~31, 2015 and 2014, the significant components of the Company’s deferred tax assets (benefits) and liabilities are summarized as follows:

In December 2013, our subsidiary, Regent Natural Resources Co., entered into an agreement to explore and develop a lease covering 2,400 gross acres in Zavala County, Texas. Regent negotiated a 43% working interest for the re-completion or deepening of two Austin Chalk wells with proved reserves. During the fourth quarter 2014, with the significant drop of oil prices, Regent withdrew from further activity on the 2,400 acres under a rescission agreement dated December 15, 2014.

	Year Ended December 31,
	2015			2014
Deferred tax assets:
Net operating loss carry forward	$	165,000		$	73,990
Less valuation allowance		(132,600	)		(48,640	)
		32,400			25,350

Deferred tax liabilities:
Unrealized gain on investments		32,400			25,350
	$	—		$	—

On June 24, 2014 the Company engaged Enstream Capital Markets, LLC to provide financial advisory services to the Company on an exclusive basis to assist with the Company’s needs for equity and debt capital for several projects under evaluation. The Company entered into a Purchase and Sale Agreement on November 18, 2014 to acquire certain oil and gas assets in Ohio, Pennsylvania and New York which agreement was terminated on December 15, 2014 due to the Seller’s inability to satisfy certain conditions precedent to closing. The Company is continuing to negotiate the acquisition and has advanced $40,000 toward environmental, engineering and bank fees related thereto.

NOTE 8. Stockholders’ Equity

Common and Preferred Stock

The Company'’s capital structure is complex and consists of ~~preferred~~ 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. The Board of Directors has established the Series A and Series A-1 8% Convertible Preferred Stock as a series of Company preferred stock (for purposes of this section, the “Series A Preferred Stock”), designating up to 1,000,000 shares with a par value of $.10 per share. As of the date of this filing, there are ~~150~~outstanding 175,000 shares of Series A Preferred Stock, 1,500,000 shares of ~~preferred~~Series ~~stock~~B ~~outstanding~~Preferred Stock, and ~~there~~ ~~are~~ 23,~~130~~249,~~233~~355 shares of common stock outstanding. The ~~preferred~~Series ~~shares~~A ~~were~~Preferred ~~issued~~Stock inshares ~~2014~~are being offered under a private placement offering (See Note 11) and the Series B Preferred Stock shares were issued pursuant to the Solar Logic transaction (See Note 3). The Company’s common stock was increased 119,122 shares in 2015 from common stock dividends for the preferred stock (see description below). The Company’s common stock was increased 770,000 shares in 2014 from two debt conversions ~~during 2014~~ (See Note 10).

Common Stock. Holders of Regent's common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of the Regent's common stock representing a majority of the voting power of Regent's capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of stockholders. A vote by the holders of a majority of Regent's outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to Regent's articles of incorporation.33

Table of Contents
Index to Financial Statements

REGENT TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~Holders~~Common ofStock Regent's common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. Regent's common stock has no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to Regent's common stock.

~~Series~~Holders ~~A Convertible Preferred Stock. During 2014, the Board~~ of ~~Directors~~Regent’s ~~established~~common ~~the~~stock 8%are ~~Series~~entitled Ato ~~Convertible~~one ~~Preferred~~vote ~~Stock as a series of Company preferred stock (~~for ~~purposes of this~~each ~~section,~~share ~~the~~on ~~“Series~~all Amatters ~~Preferred~~submitted ~~Stock” or “Preferred Stock”), designating up~~ to ~~1,000,000 shares with~~ a ~~face~~stockholder ~~value of $1~~vote.00 ~~per~~Holders ~~share.~~of ~~The Series A Preferred Stock ranks in priority to any other preferred stock currently issued or to be issued. Our~~ common stock ~~and~~do ~~any~~not ~~other~~have ~~class~~cumulative orvoting ~~series~~rights. ~~of preferred stock issued hereafter is or will be junior to the Series A Preferred Stock~~Therefore, ~~in each case as to distributions upon liquidation, dissolution or winding up or the Company and payment of dividends~~ onholders ~~shares~~ of ~~equity~~a ~~securities.~~majority ~~Each share~~ of the ~~Series~~shares Aof ~~Preferred Stock shall bear an eight percent (8%) dividend (the “Dividend”) payable quarterly. Dividends may be paid in cash or in~~ common stock at ~~issuer’s~~voting ~~option~~ for the ~~first~~election ~~two~~of ~~years following~~directors ~~closing,~~can ~~thereafter~~elect ~~the~~all ~~issuer~~of ~~shall pay~~ the ~~Dividend in cash~~directors. ~~Dividends~~ ~~paid in common stock shall be paid on~~Holders ~~the basis~~ of ~~the~~ ~~previous 90 day moving average price but not less than $.10 per share. For every share of~~ the ~~Company~~Regent’s 8% ~~Series A Convertible Preferred Stock purchased the holder will receive one warrant to purchase one share each of the Company’s~~ common stock atrepresenting a ~~fixed~~majority ~~exercise price~~ of ~~$1.50 at any time during~~ the ~~three~~voting ~~years~~power ~~from~~of ~~the~~Regent’s ~~date~~capital ofstock ~~issue.~~issued, ~~The~~outstanding ~~Company~~and ~~has the~~entitled ~~ability~~ to ~~require~~vote, ~~the~~represented ~~holder~~in ofperson ~~the~~or ~~Preferred~~by ~~Stock~~proxy, toare ~~convert~~necessary ~~his shares~~ to ~~common~~constitute ~~stock~~a ~~any~~quorum ~~time after two years from its date of issuance subject to the previous 30 day moving average price of~~ at ~~least~~any ~~$1.50~~meeting ~~per share and the previous 30 day average volume~~ of ~~50,000 shares or more per day~~stockholders. ~~The~~A ~~foregoing~~vote ~~summary is not complete and is qualified in its entirety~~ by ~~reference to~~ the ~~copy~~ holders of ~~the~~a ~~Certificate~~majority of ~~Designation~~Regent’s ~~which~~outstanding shares is ~~incorporated~~required byto ~~reference~~effectuate ~~herein~~certain ~~and~~fundamental ~~available~~corporate ~~upon~~changes ~~request.~~such ~~The~~as ~~Company is not obligated~~liquidation, tomerger ~~register~~or ~~any~~an ~~shares~~amendment ~~under~~to ~~this~~Regent’s ~~Offering~~articles ~~or any shares~~ of ~~common stock into which the Shares may be converted except upon a secondary offering~~incorporation.

~~Dividends~~Holders ~~have~~of ~~not~~Regent’s ~~been~~common ~~paid~~stock orare ~~accrued~~entitled ~~for~~to ~~the~~share ~~period~~in ~~ended~~all ~~December~~dividends ~~31.~~that ~~2014~~the ~~since~~board ~~the~~of ~~common~~directors, ~~stock~~in isits ~~not~~discretion, ~~trading~~declares ~~and~~from legally available funds. In the ~~effect~~event of ~~the~~liquidation, ~~dividends~~dissolution or ~~paid~~winding inup, ~~common~~each ~~stock~~outstanding ~~would~~share beentitles ~~nominal~~its ~~both~~holder to participate pro rata in ~~quantity~~all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. Regent’s common stock has no pre-emptive rights, no conversion rights and ~~valuation~~there are no redemption provisions applicable to Regent’s common stock.

~~Warrants. As part of the offering of the Preferred Stock herein the Company will also issue for every share of the~~ Series A ~~Convertible~~ Preferred Stock ~~purchased one warrant to purchase one share each of the Company’s common stock at a fixed exercise price of $1~~.50 ~~per share which may be exercised by the holder any time during the three years from the date of issue.~~

~~Conversion~~The Series A Preferred Stock ranks in priority to any other preferred ~~Option~~stock currently issued or to be issued. ~~The~~Our ~~holders~~common stock and any other class or series of preferred stock issued hereafter is or will be junior to the Series A Preferred Stock, ~~have~~in ~~the~~each ~~right~~case as to distributions upon liquidation, dissolution or winding up of the Company and payment of dividends on shares of equity securities. Each share of the Series A Preferred Stock bears an eight percent (8%) dividend (the “Dividend”) payable quarterly. Dividends may be paid in cash or in common stock at issuer’s ~~any~~option ~~time~~for the first two years following closing, tothereafter ~~convert~~the ~~each~~issuer shall pay the Dividend in cash. Dividends paid in common stock shall be paid on the basis of the previous 90 day moving average price but not less than $.10 per share. During 2014, we completed the sale of three Series A Preferred ~~Share~~Stock ~~into~~Units ~~ten~~for $50,000 (10see Note 11). Each Unit consists of 50,000 shares of Series A Preferred Stock and 50,000 Warrants. Dividends paid in 2015 totaled 119,122 shares of common stock valued at $1,191.

~~Automatic~~Every share of the Series A Convertible Preferred Stock ~~Conversion~~purchased possesses one warrant to purchase one share each of the Company’s common stock at a fixed exercise price of $1.50 per ~~Each~~share which may be exercised by the holder any time during the three years from the date of issue. The holders of the Series A Preferred Stock have the right, at any time, to convert each Series A Preferred Share into ten (10) shares of common stock. Each share of Series A Preferred Stock shall be converted into ten (10) fully paid and nonassessable shares of ~~Common~~common ~~Stock~~ stock at the request of the Corporation. This automatic conversion is conditioned upon the passing of a minimum of two years from the date of issuance and subject to the previous 30 day moving average price of the Company’s common stock be at least $1.50 per share and a previous 30 day average volume of 50,000 common shares or more per day. No transfer of Series A Preferred Shares may be made to any holder who, at the time of the transfer, would not be an “Accredited Investor” pursuant to Rules promulgated under the Securities Act of 1933. In the event of the death of an Investor whose beneficiaries would not qualify, the estate of the investor may remain the holder until conversion, or elect to convert the Preferred Stock to common stock. Unless otherwise approved by the Company a holder may not transfer a portion of his holding to more than one person who is not already a holder of common stock or preferred stock or all of his holdings to more than two persons who are so situated.

Transfer Restrictions. No transfer of Preferred Shares may be made to any holder who, at the time of the transfer, would not be an “Accredited Investor” pursuant to Rules promulgated under the Securities Act of 1933. In the event of the death of an Investor whose beneficiaries would not qualify, the estate of the investor may remain the holder until conversion, or elect to convert the Preferred Stock to Common Stock. Unless otherwise approved by the Company a holder may not transfer a portion of his holding to more than one person who is not already a holder of Common Stock or Preferred Stock or all of his holdings to more than two persons who are so situated.34

The foregoing summary of the Preferred Stock designations is not complete and is qualified in its entirety by reference to the copy of the Certificate of Designation which is incorporated by reference herein and available upon request. The Company is not obligated to register any shares under this Offering or any shares of common stock into which the Shares may be converted except upon a secondary offering.

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Index to Financial Statements

REGENT TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Series B Preferred Stock

In December 2015, the Board of Directors established the Series B Convertible Preferred Stock as a series of Company preferred stock (for purposes of this section, the “Series B Preferred Stock”), designating 1,500,000 shares with a par value of $.10 per share. The Series B Preferred Stock is junior to the Company’s Series A and Series A-1 Preferred Stock but ranks ahead of our common stock and any other class or series of preferred stock issued hereafter as to distributions upon liquidation, dissolution or winding up or the Company. The Series B Preferred Stock was issued as partial consideration in conjunction with the Solar Logic Incorporated acquisition (see Note 3) and $150,000 was added to Convertible Preferred Stock on the Company’s balance sheet plus $4,620,000 of paid-in capital in excess of par. The Series B Preferred Stock does not possess dividend rights or warrants. The shares may be redeemed by the Company at any time, in whole or in part, for $1.00 per share and the stockholder may convert each preferred share at any time into one (1) fully paid and nonassessable share of common stock of the Company. Each share of Series B Preferred Stock shall be converted into one (1) fully paid and nonassessable share of common stock, as provided herein at the request of the Corporation conditioned upon one of two events, either (1) the passing of a minimum of two years from the date of issuance of the Series B Preferred Stock shares subject to the previous 30 day moving average price of the Company’s common stock be at least $1.50 per share and a previous 30 day average volume of 50,000 common shares or more per day, or (2) the election by Solar Logic to terminate the Patent License Agreement (see Note 3).

The foregoing summary of the Series A Preferred Stock and Series B Preferred Stock designations is not complete and is qualified in its entirety by reference to the copy of the Certificate of Designation which is incorporated by reference herein and available upon request. The Company is not obligated to register any shares under this Offering or any shares of common stock into which the Shares may be converted except upon a secondary offering.

Stock Options

No options, warrants or similar rights are outstanding as of this report date except as attached to the outstanding Series A Preferred Shares.

Subsidiary Preferred Stock

Our subsidiary, Regent NRCo, has 99,950 shares of Series A Convertible ~~Preferred~~ Preferred Stock outstanding. The stock was sold under a private placement offering for $50,000 units of 10,000 shares each convertible ~~into~~ into 10,000 shares of common stock of the subsidiary plus 4,800 shares of common stock of MacuCLEAR common stock. Upon conversion of of all of the shares of the Regent NRCo Series A Convertible Preferred Stock, the Company'’s ownership of the subsidiary would be diluted to approximately 90%.

NOTE 9. Related Party Transactions

InDuring ~~October~~2015 and 2014, the Company ~~entered~~borrowed ~~into~~various amounts for general corporate purposes under an agreement towith ~~exchange debt~~NR Partners, a partnership comprised of the CEO and a ~~promissory~~director. ~~note~~During ~~payable~~2015 and 2014, we ~~accrued~~borrowed ~~interest~~$21,127 and ~~accounts~~$56,935, ~~payable~~respectively, ~~owed~~from toNR ~~the~~Partners ~~President~~and inSIG ~~the~~Operating, ~~amount~~LC ofto ~~$89,700~~help cover operating expenses. Our Subsidiary ~~for~~has ~~7,475~~made ~~shares~~related ofparty ~~MacuCLEAR~~loan ~~Preferred~~payments ~~Stock~~in ~~valued~~2015 atand 2014 of $~~12.00~~37,055 ~~per~~and ~~share~~$36,150, respectively. As of December 31, ~~2014~~2015, the ~~Company~~amount owed ~~has~~to aNR ~~promissory note~~Partners ~~outstanding~~has inbeen ~~the~~reduced ~~amount~~to of $~~8,000~~230. ~~due~~NR ~~and~~Partners ~~payable~~is to a ~~director~~partnership oncomprised orof ~~before~~the ~~June~~CEO ~~30,~~and ~~2015~~a ~~which~~director ~~amount~~of ~~was~~the ~~increased by~~Company, $3and SIG Operating,~~000~~ inLC ~~2014.~~is Inan ~~March~~entity ~~2014,~~owned by the ~~Company~~CEO ~~borrowed~~which ~~$10,000~~serves ~~from~~as athe ~~director~~operator of ~~the~~our ~~Company’s~~assets ~~subsidiary~~located ~~(See~~in ~~Note~~Hill ~~10)~~County, Texas.

In January 2013, the Company repaid a promissory note to a stockholder in the principal amount of $10,000 plus interest expense of $178. During the second quarter of 2013, the Subsidiary acquired 19,268 shares of MacuCLEAR common stock from the CEO for $4.80 per share under a promissory note for $92,486 which bears interest at 5% per annum and is due on or before June 30, 2014. The difference of $83,816 between the purchase price for the MacuCLEAR common stock and the CEO’s cost basis was applied as a reduction to our Subsidiary’s paid-in capital. This transaction allowed the release of 19,268 shares of MacuCLEAR preferred stock for future disposition as a current asset. During the last six months of 2013, the Subsidiary made a cash payment of $30,850 and a non-cash payment of $8,676 with the transfer of 723 shares of MacuCLEAR preferred stock in exchange for debt to reduce the 2013 year-end balance to $52,960 which amount was eliminated with the exchange for debt with the President effective December 31, 2014..35

During 2014 and 2013, the Company borrowed various amounts for general corporate purposes under an agreement with NR Partners, a partnership comprised of the CEO and a director. During 2014 and 2013, we borrowed $21,127 and $56,935, respectively, from NR Partners and SIG Operating, LC to help cover operating expenses. Our Subsidiary has made related party loan payments in 2014 and 2013 of $36,150 and $116,083, respectively. As of December 31, 2014, the amount owed to NR Partners has been reduced to $5,935. NR Partners is a partnership comprised of the CEO and a director of the Company, and SIG Operating, LC is an entity owned by the CEO which serves as the operator of our assets located in Hill County, Texas.

NOTE 10. Convertible Debentures

On March 28, 2014, the Company borrowed $10,000 from a director of the Company’s subsidiary under a convertible debenture. The principal and the interest were satisfied in July 2014 with the payment of $5,000 cash plus interest of $130 and the balance of $5,000 with 20,000 newly issued restricted shares of Company common stock.

On September 10, 2014, we issued a convertible secured debenture for monies borrowed totaling $100,000. Under the terms of the debenture, the principal was due on December 31, 2014 plus interest at 10% per annum. The note is secured by 12,000 shares of the Company’s MacuCLEAR Series A Preferred Stock and the debenture is convertible into shares of the Company’s Series A Preferred Stock at the conversion rate of $50,000 for 50,000 shares of preferred stock. Effective December 31, 2014, the Company and Mr. Regan agreed to satisfy the outstanding principal and the accrued interest of $3,096 with the transfer of 6,000 shares of MacuCLEAR Preferred Stock and 750,000 shares of newly issued restricted common stock of the Company.

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Index to Financial Statements

REGENT TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OnIn October 2014, the Company entered into an agreement to exchange debt, comprised of a promissory note payable, accrued interest and accounts payable, owed to the President in the amount of $89,700 for 7,475 shares of MacuCLEAR Preferred Stock valued at $12.00 per share. As of December 531, ~~2014~~2015, wethe ~~issued~~Company has a ~~convertible~~promissory ~~debenture~~note ~~for~~outstanding ~~monies~~in ~~totaling~~the amount of $258,000 due and payable to a director on or before December 31, 2016. ~~The~~For ~~debenture~~the issuccessful ~~convertible~~negotiation in ~~into~~April ~~shares~~2015 of the ~~Company’s~~carried-interest ~~Series~~in Athe ~~Preferred~~South ~~Stock at~~Texas exploration opportunity (see Note 5), the ~~conversion~~Company ~~rate~~granted ofthe President a $2510,000 ~~for~~bonus 25in the second quarter and $5,000 ~~shares~~in ofthe ~~preferred~~third ~~stock~~quarter. ~~Under~~For fiscal 2015, the ~~terms~~Company ofpaid the ~~debenture~~President $6,000 ~~the~~as compensation ~~principal~~for isnegotiations ~~due~~ and meetings during travel based on ~~June~~$400 30per diem, which effort resulted in the Solar Logic acquisition. Also for fiscal 2015, ~~plus~~Regent ~~interest~~NRCo atpaid 8%SIG ~~per~~Operating, ~~annum~~LC $17,054 for lease operating costs consisting primarily of operator insurance and leasehold overhead and maintenance.

NOTE 1110. ~~2014~~Convertible ~~Private Placement Memorandum~~Debentures

~~Effective~~On ~~September~~December 15, 2014, ~~the~~we ~~Company~~issued ~~approved~~ a ~~Private~~convertible debenture ~~Placement~~for ~~Memorandum~~monies ~~(“PPM”)~~totaling ~~to raise~~ $125,000~~,000~~. ~~through~~The ~~the~~debenture ~~issuance~~is ofconvertible ~~1,000,000~~into shares of the Company’s Series A 8% ~~Convertible~~ Preferred Stock at ~~$1.00~~the ~~per~~conversion ~~share~~rate ~~(See~~of ~~Note 8). Under the PPM~~$25,000 ~~the Company is selling full Units~~ for ~~$50~~25,000 ~~(“Unit”) with~~shares ~~the~~of ~~right~~preferred tostock. ~~sell~~During ~~half~~2015, ~~Units.~~the ~~The~~ Company ~~filed~~paid a$1,140 ~~Form~~of Dinterest onexpense and ~~October~~at 9December 31, ~~2014~~2015, ~~with~~ the ~~Securities~~debenture ~~and~~has ~~Exchange~~accrued ~~Commission~~interest ~~following the first sale~~ of $501,~~000 under the offering on September 29, 2014~~074. The ~~Company~~outstanding principal is ~~relying~~due onand ~~the~~payable ~~federal~~on ~~exemption~~June ~~provided under~~30, ~~Rule~~2016 ~~506(b)~~plus ~~for~~accrued ~~treatment~~interest ofat ~~the~~8% ~~PPM~~per ~~as an exempt offering of securities~~annum.

~~During~~On ~~the~~March ~~quarter~~28, ~~ended~~2014, ~~September~~the ~~30,~~Company ~~2014~~borrowed $10,000 wefrom ~~completed~~a director of the ~~sale~~Company’s ofsubsidiary ~~one~~under ~~Series~~a Aconvertible 8%debenture. ~~Preferred~~The ~~Stock~~principal ~~unit~~and ~~for~~the ~~$50,000,~~interest ~~consisting~~were satisfied in July 2014 with the payment of 50$5,000 ~~shares~~cash plus interest of ~~Series~~$130 Aand 8%the ~~Preferred~~balance ~~Stock~~of ~~and~~$5,000 50with 20,000 newly issued restricted shares of Company ~~Warrants~~common stock. ~~During~~On ~~the~~September ~~fourth~~10, ~~quarter~~2014, we ~~completed~~issued ~~the~~a ~~sale~~convertible ofsecured ~~two~~debenture ~~additional~~for ~~Units~~monies ~~for~~borrowed totaling $50100,000 ~~each~~. ~~The~~Under ~~Company~~the terms isof ~~continuing to~~the ~~market~~debenture, the ~~remaining~~principal ~~850~~was due on December 31,~~000~~ ~~shares~~2014 ofplus ~~Series~~interest Aat 810% ~~Preferred~~per ~~Stock~~annum. ~~under~~Effective December 31, 2014, the ~~offering~~Company ~~through~~and ~~2015.~~the ~~The~~debenture ~~holders~~holder ofagreed to satisfy the ~~Preferred Stock~~outstanding ~~have~~principal $100,000 and the ~~right~~accrued interest of $3,096 atwith the ~~any~~transfer ~~time~~of 6,000 toshares ~~convert~~of ~~each~~MacuCLEAR Preferred ~~Share~~Stock ~~into~~and ~~ten~~750,000 ~~(10)~~ shares of ~~common~~newly ~~stock.~~issued ~~See~~restricted ~~Note~~common 8stock ~~for~~of the Company~~’s automatic conversion rights~~.

NOTE 11. Private Placement Memorandum

Effective September 1, 2014, the Company approved a Private Placement Memorandum (“PPM”) to raise $1,000,000 through the issuance of 1,000,000 shares of Series A 8% Convertible Preferred Stock at $1.00 per share (See Note 8). Under the PPM, the Company is selling full Units for $50,000 (“Unit”) with the right to sell half Units. The Company filed a Form D on October 9, 2014 with the Securities and Exchange Commission following the first sale of $50,000 under the offering on September 29, 2014. The Company is relying on the federal exemption provided under Rule 506(b) for treatment of the PPM as an exempt offering of securities. During 2014, we completed the sale of three Series A 8% Preferred Stock units for $50,000, consisting of 50,000 shares of Series A 8% Preferred Stock and 50,000 Warrants. The holders of the Preferred Stock have the right, at any time, to convert each Preferred Share into ten (10) shares of common stock. See Note 8 for the Company’s automatic conversion rights. During the first quarter of 2016, the Company approved an extension of the PPM to issue the remaining 850,000 shares of Series A as Series A-1 8% Convertible Preferred Stock with sales efforts to continue through December 31, 2016 with the discretion to continue sales through June 30, 2017. The Series A and Series A-1 have the exact designations and as of the date of this filing, a half unit has been sold for $25,000.

NOTE 12. Oil and Natural Gas Producing Activities (Unaudited)

The estimates of proved oil and natural gas reserves utilized in the preparation of the consolidated financial statements were prepared by an independent petroleum engineer as of December 31, ~~2014~~2015. Such estimates are in accordance with guidelines established by the SEC and the FASB. All of our reserves are located in Texas. The reserves estimation is part of our internal controls process subject to management’s annual review and approval. A copy of the reserve report for ~~2014~~2015 is furnished as exhibit 99.1 to this Annual Report on Form 10-K.

~~The following table sets forth estimated proved oil and natural gas reserves together with the changes therein for the years ended December 31, 2014 and 2013.~~36

	Crude Oil			Liquids		Natural Gas
	Bbls			Bbls		Mcf
Quantities of Proved Reserves:
Balance, December 31, 2012		80,400			—		36,590
Purchase of reserves (1)		63,630			—		—
Revisions of previous estimates (2)		(9,290	)		—		—
Production (3)		(40	)		—		—
Balance, December 31, 2013		134,700			—		36,590
Revisions of previous estimates (4)		(64,100	)		—		(36,590	)
Balance, December 31, 2014		70,600			—		—
Proved Developed Reserves:
Beginning of year		33,500			—		—
End of year		7,000			—		—

________________

(1)	Increase from acquired reserves in 2013.
(2)	Downward revisions of previous estimates were due to new plans to convert a nominal producing well into an injector.
(3)	Reduction of production reflects downtime primarily from saltwater injection permit delays.
(4)	Downward revisions due to rescission of 2013 acquisition agreement as uneconomic.

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REGENT TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table sets forth estimated proved oil and natural gas reserves together with the changes therein for the three years ended December 31, 2015.

	Crude Oil			Liquids		Natural Gas
	Bbls			Bbls		Mcf
Quantities of Proved Reserves:

Balance, December 31, 2013		134,700			—		36,590
Revisions of previous estimates (1)		(64,100	)		—		(36,590	)
Balance, December 31, 2014		70,600			—		—
Revisions of previous estimates (2)		(65,200	)		—		—
Balance, December 31, 2015		5,400			—		—

Proved Developed Reserves:
Beginning of year		7,000			—		—
End of year		5,400			—		—

________________

(1)	Downward revisions due to rescission of 2013 farm-out agreement as uneconomic.
(2)	Downward revisions of previous estimates were due to new plans to convert a nominal producing well into an injector.

Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Reserves (Unaudited):

The standardized measure of discounted future net cash flows relating to estimated proved reserves as of December 31, ~~2014~~2015 and ~~2013~~2014 was as follows:

	2014			2013			2012
	2015			2014
Future revenues	$	4597,~~043,~~000		$	94,~~525~~043,000		$	~~5,980,000~~
Future development costs		(~~198~~26,000	)		(~~400~~198,000	)		~~(228,000~~	)
Future production costs		(~~430~~186,000	)		(~~964~~430,000	)		~~(858,000~~	)
Future net cash flow before Federal income tax		3385,~~415,~~000			83,~~161~~415,000			~~4,894,000~~
Future income taxes		(~~683~~77,000	)		(1683,~~088,~~000	)		~~(652,000~~	)
Future net cash flows		2308,~~732,~~000			72,~~073~~732,000			~~4,242,000~~
Effect of 10% annual discounting		(1110,~~218,~~000	)		(21,~~896~~218,000	)		~~(2,050,000~~	)
Standardized measure of discounted net cash flows	$	1198,~~514,~~000		$	41,~~177~~514,000		$	~~2,192,000~~

The Standardized Measure of Discounted Future Net Cash Flows and Changes Therein Relating to Proved Oil and Natural Gas Reserves ("Standardized Measures") do not purport to present the fair market value of a company's oil and natural gas properties. An estimate of such value should consider, among other factors, anticipated oil and natural gas future prices, the probability of recoveries in excess of the existing proved reserves, the value of probable reserves and acreage prospects, and perhaps different discount rates. It should be noted that estimates of reserve quantities, especially from new discoveries, are inherently imprecise and subject to substantial revision. The estimated future cash flows above were determined by using the reserve quantities of proved reserves and the periods in which they are expected to be developed and produced based on prevailing economic conditions. Future income tax expenses are calculated by applying appropriate year-end tax rates to future pretax net cash flows relating to proved oil and natural gas reserves, less the tax basis of properties involved. The future income tax costs give effect to permanent differences, tax credits and loss carryforwards relating to the proved oil and natural gas reserves. The estimated present value of future cash flows relating to estimated proved reserves is extremely sensitive to prices used at any measurement period. Prices we used to value our reserves are based on the twelve-month un-weighted arithmetic average of the first-day-of-the-month price for the period January through December 2014. The prices used for oil for the years ended December 31, 2014 and 2013 were $79.81 and $91.50, respectively per barrel, adjusted by lease for quality, transportation fees, and regional price differentials.37

The changes in standardized measure of discounted future net cash flows relating to estimated proved reserves as of December 31, 2014 and 2013 were as follows:

	2014			2013			2012
Balance, beginning of the year	$	4,177,000		$	2,192,000		$	1,839,000
Net changes in prices and costs related to future production		(29,700	)		(34,000	)		23,000
Sales and transfers, net of production costs		—			(1,500	)		(14,900	)
Net change due to revisions of quantity estimates		(2,226,100	)		(101,400	)		—
Changes in future development costs		(202,000	)		172,000			—
Net change in income taxes		(405,000	)		436,000			(15,000	)
Accretion of discount		199,800			474,600			235,000
Change in production rates (timing) and other		(534,000	)		(52,000	)		(76,300	)
Net increase (decrease) in standardized measures		(3,197,000	)		1,985,000			353,000
Balance, end of year	$	1,514,000		$	4,177,000		$	2,192,000

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Index to Financial Statements

REGENT TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Standardized Measure of Discounted Future Net Cash Flows and Changes Therein Relating to Proved Oil and Natural Gas Reserves (“Standardized Measures”) do not purport to present the fair market value of a company’s oil and natural gas properties. An estimate of such value should consider, among other factors, anticipated oil and natural gas future prices, the probability of recoveries in excess of the existing proved reserves, the value of probable reserves and acreage prospects, and perhaps different discount rates. It should be noted that estimates of reserve quantities, especially from new discoveries, are inherently imprecise and subject to substantial revision. The estimated future cash flows above were determined by using the reserve quantities of proved reserves and the periods in which they are expected to be developed and produced based on prevailing economic conditions. Future income tax expenses are calculated by applying appropriate year-end tax rates to future pretax net cash flows relating to proved oil and natural gas reserves, less the tax basis of properties involved. The future income tax costs give effect to permanent differences, tax credits and loss carryforwards relating to the proved oil and natural gas reserves. The estimated present value of future cash flows relating to estimated proved reserves is extremely sensitive to prices used at any measurement period. Prices we used to value our reserves are based on the twelve-month un-weighted arithmetic average of the first-day-of-the-month price for the period January through December 2014. The prices used for oil for the years ended December 31, 2015 and 2014 were $44.60 and $79.81, respectively per barrel, adjusted by lease for quality, transportation fees, and regional price differentials.

The changes in standardized measure of discounted future net cash flows relating to estimated proved reserves as of December 31, 2015 and 2014 were as follows:

	2015			2014

Balance, beginning of the year	$	1,514,000		$	4,177,000
Net changes in prices and costs related to future production		(123,420	)		(29,700	)
Sales and transfers, net of production costs		—			—
Net change due to revisions of quantity estimates		(466,080	)		(2,226,100	)
Changes in future development costs		(172,000	)		(198,000	)
Net change in income taxes		(606,000	)		683,000
Accretion of discount		51,500			199,800
Change in production rates (timing) and other		(244,000	)		430,000
Net increase (decrease) in standardized measures		(1,560,000	)		(745,000	)
Balance, end of year	$	198,000		$	3,002,000

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ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Regent is a development stage company with nominal revenues and during the period covered by this annual report, our senior management had responsibility for our disclosure controls and procedures over our financial reporting. Regent'’s senior management has evaluated the effectiveness of the Company'’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Act of 1934) as of the end of the period covered by this report. As a result, the chief financial officer has concluded that the evaluation of such controls and procedures were effective to provide reasonable assurance that the information required to be disclosed in the reports the Company files or submits under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission'’s rules and forms, and (ii) accumulated and communicated to management, including the Company'’s principal executive and principal financial officers or persons performing such functions, as appropriate, to allow timely decisions regarding disclosure. The Company believes that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Management'’s report on Internal Control over financial reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15f under the Securities Exchange Act of 1934. Regent'’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or because the degree of compliance with policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our executives, we conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, ~~2014~~2015. The assessment was based on criteria established in the framework Internal Control-Integrated. Based on the framework issued by the Committee of Sponsoring Organizations of the Treadway Commission on this assessment, management concluded that our internal control over financial reporting was not effective as of December 31, ~~2014~~2015.

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

Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting which were identified in connection with the evaluation required by Rule 13a-15(d) and Rule 15d-15(d) of the Exchange Act that occurred during the period covered by this report that have materially affected, or reasonably likely to materially affect, the Company'’s internal control over financial reporting.

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Inherent Limitations of Internal Controls

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Management is aware that there is a lack of accounting personnel at the Company due to the small number of employees dealing with general administrative and financial matters. While this constitutes a material weakness in the internal controls, management periodically reevaluates this situation and upon an increase of significant activity, the Company intends to increase staffing to mitigate the current lack of accounting personnel and resulting segregation of duties within the general administrative and financial functions.

ITEM 9B.

OTHER INFORMATION

None.

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PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The Executive Officers and Directors of the ~~Company~~Registrant and their ~~respective~~ respective ages as of the date of this filing are asreflected ~~follows:~~ below. Former director Philip G. Ralston passed away in July 2015 and his board position will be filled during 2016.

Name	Age	Director Since	Position
David A. Nelson	6768	June, 2003	Chairman, CEO
Philip G. Ralston	69	June, 2007	Director
David L. Ramsour	75	June, 2007	Secretary, Director
David L. Ramsour	74	June, 2007	Secretary, Director

David A. Nelson, Chairman, President and CEO, is a member of the Texas Alliance of Energy Producers, the Oilfield Christian Fellowship, the Texas Bar Association, and has been a licensed attorney in Texas since 1978. His 2730 years of oil and natural gas experience includes managing oil and natural gas production and gas gathering systems in Texas, Oklahoma and Louisiana and serving as President of two publicly traded oil and natural gas companies. He started his professional career with Republic National Bank of Dallas in 1971 where he served as a Vice President in the Metropolitan Lending Division. In 1983, he became Corporate Counsel for Richardson Energy Corporation and in 1984 formed a private oil and natural gas company. From January 1999 to September 2001, Mr. Nelson was Sr. Vice President of Baptist Foundation of Texas and President, CEO and Chairman of Concord Trust Company, a Texas regulated trust company. In 2002, he initiated management of private equity investments including oil and natural gas operations. In 2011, he was recognized for his work as the Founding Director of MacuCLEAR, Inc., an ophthalmic drug development company. Mr. Nelson holds various investment fiduciary designations and FINRA licenses. He is a graduate of Baylor University with BA and JD degrees and a Master of Computing Sciences from Texas A & M University.

~~Philip~~David GL. ~~Ralston~~Ramsour, PhD, has ~~spent~~served ~~thirty~~as ~~plus~~a ~~years~~financial inand economic strategist for the ~~life~~past ~~science~~35 ~~industry~~years. asHe abegan ~~senior~~his ~~executive,~~career ~~inventor,~~as ~~company~~Vice ~~founder,~~President ~~venture~~and ~~capitalist,~~International ~~and~~Economist ~~business~~with ~~coach.~~First ~~Phil~~National ~~received~~Bank of Dallas and aits ~~solid~~holding ~~foundation~~company, inFirst ~~product~~International ~~development~~Bancshares. ~~and~~Dr. ~~technology~~Ramsour ~~commercialization~~subsequently atjoined ~~Baxter~~Bank ~~Healthcare,~~of Hawaii as ~~Director~~Senior ofVice ~~Biomedical~~President ~~Engineering,~~and aChief ~~corporate~~Economist. ~~level~~At ~~group~~the ~~focused~~Bank onof ~~strategic~~Hawaii, ~~projects~~Dr. ~~that~~Ramsour ~~advanced~~headed the ~~state-of-the-art.~~Bank’s ~~Since~~division ~~leaving~~assessing ~~Baxter~~Fed policy, ~~Mr.~~rates ~~Ralston~~and ~~has~~credit and investment ~~started~~conditions ~~four~~in ~~companies~~the US, ~~has~~Europe, ~~been~~Asia and the ~~senior~~Pacific, ~~operating~~and ~~executive~~provided ofportfolio, ~~two~~market ~~mid-size~~and ~~medical~~project ~~device~~feasibility ~~companies,~~counsel for the Bank and ~~for~~its clients. Dr. Ramsour left Bancorp Hawaii in 1995 to begin work on behalf of the ~~last~~Governor ~~decade~~of Guam in the development of an extensive industrial restructuring. Over the ensuing years, he has ~~been~~worked as a ~~business~~consultant ~~coach~~to ~~for~~a ~~several~~great ~~Fortune~~number ~~500~~of US, ~~mid-size~~Pacific and Asian ~~start-up~~corporate ~~clients.~~and ~~Mr.~~government ~~Ralston~~enterprises and has aspoken ~~Master~~to ofinternational ~~Business~~conferences ~~Administration from~~there ~~the~~and ~~Kellogg~~in ~~School~~Europe. ofDr. ~~Management~~Ramsour atalso ~~Northwestern~~served on ~~University,~~various task forces and policy committees including three-terms as a ~~Bachelor~~member of ~~Science~~the ~~Degree~~American inBankers ~~Chemistry~~Association ~~from~~Council ~~Brigham~~of ~~Young~~Economic ~~University~~Advisors in Washington, DC. HeDr. Ramsour is a ~~charter~~graduate ~~board member~~ of ~~the~~Baylor ~~Medical~~University ~~Device~~with ~~Manufacturers~~a ~~Association~~Bachelor and ~~currently~~Master’s ~~serves~~degree onand ~~the~~he ~~advisory~~received ~~board~~his ofPhD ~~the~~in ~~Houston~~international ~~Technology~~finance ~~Center~~from ~~and~~the ~~Medici~~University ~~Biomedical~~of ~~Development~~Texas ~~Center~~at Dallas.

David L. Ramsour, PhD has served as a financial and economic strategist for the past 35 years. He began his career as Vice President and International Economist with First National Bank of Dallas and its holding company, First International Bancshares. Dr. Ramsour subsequently joined Bank of Hawaii as Senior Vice President and Chief Economist. At the Bank of Hawaii, Dr. Ramsour headed the Bank's division assessing Fed policy, rates and credit and investment conditions in the US, Europe, Asia and the Pacific, and provided portfolio, market and project feasibility counsel for the Bank and its clients. Dr. Ramsour left Bancorp Hawaii in 1995 to begin work on behalf of the Governor of Guam in the development of an extensive industrial restructuring. Over the ensuing years, he has worked as a consultant to a great number of US, Pacific and Asian corporate and government enterprises and has spoken to international conferences there and in Europe. Dr. Ramsour also served on various task forces and policy committees including three-terms as a member of the American Bankers Association Council of Economic Advisors in Washington, DC. Dr. Ramsour is a graduate of Baylor University with a Bachelor and Master's degree and received his PhD in international finance from the University of Texas at Dallas.

Section 16(A) Beneficial Ownership Reporting Compliance

Effective March 1, 2006, the Board of Directors adopted a Code of Ethics that will apply to its principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions. During the ~~2013~~2015 fiscal year there were no individuals who were required to comply with the reporting requirements under Rule 16A-3 of the Exchange Act and failed to do so.

43At present, Regent does not maintain an audit committee, instead the Company’s management and board of directors is responsible to review all audit matters. With respect to nominations to the Board, compensation, financial planning, strategies, and business alternatives, the Company does not have separate committees as the Board is small and all members of the Board participate in making recommendations and decisions on these matters.

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Index to Financial Statements

REGENT TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

At present, Regent does not maintain an audit committee, instead the Company's management and board of directors is responsible to review all audit matters. With respect to nominations to the Board, compensation, financial planning, strategies, and business alternatives, the Company does not have separate committees as the Board is small and all members of the Board participate in making recommendations and decisions on these matters.

ITEM 11.

EXECUTIVE COMPENSATION

The table below summarizes all compensation awarded to, earned by, or paid to the executive officers of Regent by any person for all services rendered in any capacity to Regent for the present fiscal year, reported at book value.

The officers and directors are reimbursed for any out-of-pocket expenses they incur on our behalf. In addition, in the future, we may approve payment of salaries for our officers and directors, but currently, no such plans have been approved. We also do not currently have any benefits, such as health insurance, life insurance or any other benefits available to our employees.

In addition, none of our officers, directors or employees are a party to any employment agreements.

OFFICER SUMMARY COMPENSATION TABLE
							Change
							in Pension
							Value and
						Non-Equity	Nonqualified
						Incentive	Deferred
				Stock	Option	Plan	Compensation	All Other
Name and		Salary	Bonus	Awards	Awards	Compensation	Earnings	Compensation	Total
Principal Position	Year	($)	($)	($)	($)	($)	($)	($)	($)
David A. Nelson	~~2014~~2015	—	—15,000	—	—	—	—	—	—15,000
Chairman and Chief	~~2013~~2014	—	—	—	—	—	—	—	—
Executive Officer
David L. Ramsour	~~2014~~2015	—	—	—	—	—	—	—	—
Secretary	~~2013~~2014	—	—	—	—	—	—	—	—

DIRECTORS’ COMPENSATION TABLE

Fees

Earned or

Non-equity

Incentive

Paid-in

Stock

Option

Plan

All Other

Name and

Cash

Awards

Compensation

Compensation

Total

Principal Position

Year

($)

($)

($)

David A. Nelson

2015

$6,000

—

N/A

—

2014

—

N/A

—

David L. Ramsour

2015

—

N/A

—

2014

—

N/A

—

Douglas R. Baum

2015

—

N/A

—

2014

—

N/A

—

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DIRECTORS’ COMPENSATION TABLE
		Fees
		Earned or		Non-equity	Incentive
		Paid-in	Stock	Option	Plan	All Other
Name and		Cash	Awards	Awards	Compensation	Compensation	Total
Principal Position	Year	($)	($)	($)	($)	($)	($)
David A. Nelson	2014	—	—	N/A	N/A	N/A	—
	2013	—	—	N/A	N/A	N/A	—
David L. Ramsour	2014	—	—	N/A	N/A	N/A	—
	2013	—	—	N/A	N/A	N/A	—
Philip G. Ralston	2014	—	—	N/A	N/A	N/A	—
	2013	—	—	N/A	N/A	N/A	—
Douglas R. Baum	2014	—	—	N/A	N/A	N/A	—
	2013	—	—	N/A	N/A	N/A	—

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

As of December 31, ~~2014~~2015, there are 23,~~130~~249,~~233~~355 shares of ~~Common~~common ~~Stock were~~ stock issued and outstanding. The following table utilizes the outstanding number as the denominator in setting forth information as of the date of this Annual Report concerning: (i) each person who is known by us to own beneficially more than 5% of our outstanding common ~~Common Stock~~stock; (ii) each of our executive officers, directors and key employees; and (iii) all executive officers and directors as a group. ~~Common~~common ~~Stock~~ stock not outstanding but deemed beneficially owned by virtue of the right of an individual to acquire shares within sixty (60) days is treated as outstanding only when determining the amount and percentage of ~~Common~~common ~~Stock~~stock owned by such individual. Except as noted, each person or entity has sole voting and sole investment power with respect to the shares of ~~Common~~common stock ~~Stock~~ shown. Beneficial ownership is used as defined in Item 403 of Regulation S-B under the Securities Exchange Act of 1934.

	Name of	Beneficial Ownership		Percent
Title	Beneficial Owner (1)	Number of shares (2)		of Class
Chairman/CEO	David A. Nelson		17,965,798		77.73	%
Director	Philip G. Ralston		500,000		2.2	%
Secretary/Director	David L. Ramsour		500,000		2.2	%
Director-Subsidiary	Douglas R. Baum		~~500~~520,000		2.2	%
All Officers and Directors as a group (3)			1918,~~485~~985,798		8481.27	% (4)

___________________

(1)	Unless otherwise indicated, the Company has been advised that each person above has sole investment and voting power over the shares indicated above.
(2)	This figure includes the shares of the officers and directors. There are no outstanding options or warrants as of the date of the filing of this report.
(3)	Total number of shares and percent ownership includes all directors and officers.
(4)	No Director, executive officer, affiliate or any owner of record or beneficial owner of more than 5% of any class of voting securities of the Company is a party adverse to the Company or has a material interest adverse to the Company.

45Changes in control

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Changes in Control

The Company is not aware of any arrangements or pledges with respect to its securities that may result in a change in control of the Company.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

During 2014 and ~~2013~~2015, the Subsidiary completed a series of financing transactions between NR Partners, SIG Operating, LC, the CEO and a director. See Note 9 - "“Related Party Transactions"” to our consolidated financial statements for additional information.

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The following information concerns the aggregate fees billed for each of the last two fiscal years for professional services rendered by Turner, Stone & Company, L.L.P., the principal accountants for Regent.

	2014		2013
	2015		2014
Audit fees	$	2526,~~697~~220	$	2325,~~375~~697
Audit-related fees		42,~~936~~221		64,~~137~~936
Tax fees		—		—
All other fees		—		—

_________________ * There were no other fees billed to Regent by its principal accountant for the last two fiscal years for any products or services not covered in ~~items~~Items 1, 2 or 3 above.

Although Regent has three directors, the Company does not maintain a standing audit committee. Although the Company does not maintain an audit committee, all professional services are pre-approved by the Board of Directors, including the audit fees listed in item 1. The balance of the services described in items 2 or 3 above are pre-approved only to the extent that discussions are held with the principal independent accountant for Regent prior to the commencement of any services by the accountant, during which time services to be performed by the accountant on behalf of Regent were outlined.43

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Index to Financial Statements

The Company does not maintain a standing audit committee. Although the Company does not maintain an audit committee, all professional services are pre-approved by the Board of Directors, including the audit fees listed in Item 1. The balance of the services described in Item 2 above are pre-approved only to the extent that discussions are held with the principal independent accountant for Regent prior to the commencement of any services by the accountant, during which time services to be performed by the accountant on behalf of Regent were outlined.

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Index to Financial Statements

PART IV

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibits.

Exhibit Number	Description of Exhibit
3.1	Certificate of Incorporation (incorporated by reference from the Company’s Registration Statement which became effective November 18, 1980; File Number 2-69087)
3.2	Restated Articles of Incorporation of Regent Technologies, Inc. (incorporated by reference from Regent Petroleum Corporation Proxy Statement for Special Meeting of Shareholders held January 26, 1988, dated December 30, 1987)
3.3	Bylaws of Regent Technologies, Inc. as amended (incorporated by reference from Regent Petroleum Corporation Proxy Statement for Special Meeting of Shareholders held January 26, 1988, dated December 30, 1987)
10.1	Restricted Stock Agreement for Directors approved on November 26, 2007 by the Registrant (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on December 11, 2007)
10.2	Property Transfer Agreement between Regent Natural Resources Co. and SIG Partners, LC, dated September 29, 2010 (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on October 8, 2010)
10.3	NPI Agreement between Regent Natural Resources Co. and SIG Partners, LC, dated December 30, 2010 (incorporated by reference from the Registrant’s Annual Report on Form 10-K filed on March 30, 2011)
21.1 #	List of subsidiaries - Regent Natural Resources Co.
23.1 #	Consent of MKM Engineering, Inc.
31.1 #	Certification of C.E.O. and Principal Accounting Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
32.1 #	Certification of C.E.O. and Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350
99.1 #	Independent Engineer Reserve Report for the year ended December 31, ~~2014~~2015 prepared by MKM Engineering, Inc.
101.INS #*	XBRL Instance Document
101.SCH #*	XBRL Taxonomy Extension Schema
101.CAL #*	XBRL Taxonomy Extension Calculation Linkbase
101.DEF #*	XBRL Taxonomy Extension Definition Linkbase
101.LAB #*	XBRL Taxonomy Extension Label Linkbase
101.PRE #*	XBRL Taxonomy Extension Presentation Linkbase

_____________
#	Filed Herewith
*	Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

Financial Statement Schedules.

Financial statement schedules not included in this Annual Report on Form 10-K have been omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	REGENT TECHNOLOGIES, INC.
Dated: March 31, 2015	By:	/s/ DAVID A. NELSON
Dated: April 14, 2016	By:	/s/ DAVID A. NELSON
		David A. Nelson Chief Executive Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

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