Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended June 30, 2003


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

For the transition period from _________________to ________________

Commission file number 0-10695

REGENCY EQUITIES CORP.

(Exact name of registrant as specified in its charter)


Delaware		23-2298894

(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)

11845 WEST OLYMPIC BOULEVARD, SUITE 900 LOS ANGELES, CA		90064

(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code		310-827-9604

Former name, former address and former fiscal year,
if changed since last report.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act. Yes [ ] No [X]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Number of Shares of Common Stock outstanding as of August 8, 2003 is 87,283,661.

TABLE OF CONTENTS


PART I — FINANCIAL INFORMATION
	Item 1. Financial Statements
		BALANCE SHEETS
		STATEMENTS OF OPERATIONS
		STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
		STATEMENTS OF CASH FLOWS
		Notes to Financial Statements
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3. Quantitative and Qualitative Disclosures About Market Risk
	Item 4. Controls and Procedures
PART II — Other Information
	Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
INDEX TO EXHIBITS
Exhibit 31.1
Exhibit 31.2
Exhibit 32

REGENCY EQUITIES CORP.

INDEX


		Page

Part I	Financial Information
Item 1.	Financial Statements
	Balance Sheets as of June 30, 2003 (Unaudited) and December 31, 2002	1
	Statements of Operations for the Three Months and Six Months Ended June 30, 2003 and 2002 (Unaudited)	2
	Statement of Changes in Shareholders’ Equity for the Six Months Ended June 30, 2003 (Unaudited)	3
	Statements of Cash Flows for the Six Months Ended June 30, 2003 and 2002 (Unaudited)	4
	Notes to Financial Statements (Unaudited)	5-6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	6
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6
Item 4.	Controls and Procedures	7
Part II	Other Information
Item 6.	Exhibits and Reports on Form 8-K	8
Signature Page		9
Index to Exhibits		10
Exhibit 31.1		11
Exhibit 31.2		12
Exhibit 32		13

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

REGENCY EQUITIES CORP.

BALANCE SHEETS


		JUNE, 30,
		2003			DECEMBER 31,
		(Unaudited)			2002

ASSETS
	Cash	$	2,648,416		$	2,736,423
	Rent receivable		5,318			5,945
	Prepaid insurance		10,821			29,372
	Rental property owned, net of write down for possible loss of $215,000 and accumulated depreciation of $567,996 in 2003 and $549,380 in 2002		688,445			707,061

		$	3,353,000		$	3,478,801

LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES
	Accounts payable and accrued expenses		27,807		$	30,383
	Income taxes payable		610			1,220

			28,417			31,603

SHAREHOLDERS’ EQUITY
	Preferred stock, par value $.01 per share, authorized 5,000,000 shares; none issued
	Common stock, par value $.01 per share, authorized 125,000,000 shares; issued and outstanding 87,283,661 shares		872,836			872,836
	Additional paid-in capital		47,660,331			47,660,331
	Accumulated deficit		( 45,208,584	)		( 45,085,969	)

			3,324,583			3,447,198

		$	3,353,000		$	3,478,801

See accompanying notes to financial statements

- 1 -

REGENCY EQUITIES CORP.
STATEMENTS OF OPERATIONS
(Unaudited)


	THREE MONTHS ENDED						SIX MONTHS ENDED
	JUNE 30,						JUNE 30,

	2003			2002			2003			2002

REVENUES:
Interest income	$	7,885		$	11,128		$	15,965		$	22,589
Rental income		13,082			11,950			26,530			24,985

TOTAL REVENUES		20,967			23,078			42,495			47,574

EXPENSES:
Administrative expense		24,795			24,451			49,437			47,513
Professional fees		7,560			6,358			31,565			27,384
Rental expense		45,376			29,218			83,688			57,287

TOTAL EXPENSES		77,731			60,027			164,690			132,184

LOSS BEFORE INCOME TAXES		(56,764	)		(36,949	)		(122,195	)		(84,610	)
PROVISION FOR INCOME TAXES		—			—			420			610

NET LOSS	($	56,764	)	($	36,949	)	($	122,615	)	($	85,220	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		87,283,661			87,283,661			87,283,661			87,283,661

LOSS PER SHARE	($	.001	)	($	.001	)	($	.001	)	($	.001	)

See accompanying notes to financial statements

- 2 -

REGENCY EQUITIES CORP.

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)


	COMMON STOCK
					ADDITIONAL
	NUMBER OF				PAID-IN		ACCUMULATED
	SHARES		AMOUNT		CAPITAL		DEFICIT

BALANCE AT December 31, 2002		87,283,661	$	872,836	$	47,660,331		($45,085,969	)
Net loss for the six months ended June 30, 2003								(122,615	)

BALANCE AT June 30, 2003		87,283,661	$	872,836	$	47,660,331		($45,208,584	)

See accompanying notes to financial statements

- 3 -

REGENCY EQUITIES CORP.

STATEMENTS OF CASH FLOWS

(Unaudited)


		SIX MONTHS ENDED
		JUNE 30,

		2003			2002

CASH USED IN OPERATING ACTIVITIES:
	Net loss		($122,615	)		($85,220	)
	Adjustments to reconcile net loss to net cash used in operating activities:
	Depreciation		18,616			18,616
	Change in operating assets and liabilities:
	Rent receivable		19,178			(2,121	)
	Accounts payable and accrued expenses		(2,576	)		(59,199	)
	Income taxes payable		(610	)		(610	)

NET CASH USED IN OPERATING ACTIVITIES			(88,007	)		(128,534	)
CASH - BEGINNING OF PERIOD			2,736,423			2,965,258

CASH - END OF PERIOD		$	2,648,416		$	2,836,724

See accompanying notes to financial statements

- 4 -

Regency Equities Corp.
Notes to Financial Statements
June 30, 2003
(Unaudited)

1.		Significant accounting policies

		Significant accounting policies of Regency Equities Corp. (the “Company”) are set forth in its Annual Report on Form 10-K as filed by the Company for the year ended December 31, 2002, together with certain procedural disclosures.

2.		Basis of reporting

		The balance sheet as of June 30, 2003, the statements of operations for the three month and six month periods ended June 30, 2003 and 2002, the statement of changes in shareholders’ equity for the six months ended June 30, 2003 and the statements of cash flows for the six month periods ended June 30, 2003 and 2002 have been prepared by the Company without audit. The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statement presentation. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the financial position of the Company at June 30, 2003, the results of its operations for the three month and six month periods ended June 30, 2003 and 2002 and cash flows for the six month period ended June 30, 2003 and 2002. It is suggested that these financial statements be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2002. The results of operations for the three month and six month periods ended June 30, 2003 are not necessarily indicative of the results that might be affected for the year ending December 31, 2003.

- 5 -

3.		Rental property

		Real estate owned consists of a shopping center (the “Center”) located in Grand Rapids, Michigan. Approximately 12.5% of the Center is leased to a tenant on a month-to-month basis. Minimum rent in connection with this tenant is $3,500 per month. The remaining 87.5% of the Center is vacant.

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

Results of Operations

	(a)		During the second quarter of 2003, the Company recorded a loss of $56,764 before income taxes compared to a loss of $36,949 for the same period of 2002. The increase in loss resulted principally from (i) a decrease in interest income of $3,243, (ii) an increase in insurance expense of $9,275 arising from an increased insurance premium, and (iii) an increase in the snow removal expense of $4,710.

	(b)		During the six months ended June 30, 2003, the Company recorded a loss of $122,195 before income taxes compared to a loss of $84,610 for the same period of 2002. The increase in loss resulted principally from (i) a decrease in interest income of $6,624, (ii) an increase in insurance of $18,551 arising from an increase in insurance premium, and (iii) an increase in legal fees of $7,742 due to the requirements of the Sarbanes-Oxley Act of 2002.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

- 6 -

Item 4. Controls and Procedures.

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”), the Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in ensuring that information required to be disclosed in reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. No change in the Company’s internal control over financial reporting occurred during the Company’s most recent fiscal quarter that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

- 7 -

PART II - Other Information

Item 6. Exhibits and Reports on Form 8-K

(a)

Exhibits:

	(b)		Reports on Form 8-K

			None.

- 8 -

SIGNATURES

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

REGENCY EQUITIES CORP.

(Registrant)


DATE: August 11, 2003	By	/s/ ALLAN L. CHAPMAN

		Allan L. Chapman
		Chairman of the Board, Chief
		Executive Officer and President
		(Principal Executive Officer)


DATE: August 11, 2003	By	/s/ MORRIS ENGEL

		Morris Engel
		Chief Financial Officer and Treasurer
		(Principal Financial and Accounting Officer)

- 9 -

REGENCY EQUITIES CORP.

QUARTERLY REPORT ON FORM 10-Q

INDEX TO EXHIBITS


Exhibit
Number
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. § 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

- 10 -

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. § 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

REGENCY EQUITIES CORP 10-Q