SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2001

o	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)

310-827-9604

Registrant's telephone number, including area code

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 ý No o

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 9, 2001 is 87,283,661.

REGENCY EQUITIES CORP.

INDEX

Part I Financial information

Item 1.	Financial statements

	Balance sheets as of June 30, 2001 (Unaudited) and December 31, 2000

	Statements of operations for the three months and six months ended June 30, 2001 and 2000 (Unaudited)

	Statement of changes in shareholders' equity for the six months ended June 30, 2001 (Unaudited)

	Statements of cash flows for the six months ended June 30, 2001 and 2000 (Unaudited)

	Notes to financial statements (Unaudited)

Item 2.	Management's Discussion and Analysis of financial condition and results of operations

Item 3.	Quantitative and Qualitative Disclosures About Market Risk

Part II Other information

Item 6.	Exhibits and Reports on Form 8-K

Signature Page

Index to exhibits

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

REGENCY EQUITIES CORP.
BALANCE SHEETS

		JUNE, 30 2 0 0 1			DECEMBER 31,
		(Unaudited)			2 0 0 0

ASSETS
	Cash	$	3,005,936		$	3,027,849
	Rent receivable	4,206			4,472
	Rental property owned, net of write down for possible loss of $215,000 and accumulated depreciation of $493,532 in 2001 and $474,916 in 2000	762,909			781,525

		$	3,773,051		$	3,813,846
LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES
	Accounts payable and accrued expenses	$	119,053		$	30,990
	Income taxes payable	610			1,220

		119,663			32,210

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	(44,879,779		)	(44,751,531		)

		3,653,388			3,781,636

		$	3,773,051		$	3,813,846

See accompanying notes to financial statements.

REGENCY EQUITIES CORP.
STATEMENTS OF OPERATIONS
(Unaudited)

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

			2 0 0 1			2 0 0 0			2 0 0 1			2 0 0 0

REVENUES:
	Interest income		$	31,465		$	36,082		$	68,470		$	70,120
	Rental income		13,495			12,875			24,845			24,580

		TOTAL REVENUES	44,960			48,957			93,315			94,700

EXPENSES:
	Administrative expense		25,217			24,608			50,936			52,394
	Professional fees		41,880			4,768			117,030			24,710
	Rental expense		26,069			24,330			52,187			55,216

		TOTAL EXPENSES	93,166			53,706			220,153			132,320

		LOSS BEFORE INCOME TAXES	(48,206		)	(4,749		)	(126,838		)	(37,620		)

PROVISION FOR INCOME TAXES			-			-			1,410			1,410

		NET LOSS	$	(48,206	)	$	(4,749	)	$	(128,248	)	$	(39,030	)

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

LOSS PER SHARE			$	(.001	)	$	.000		$	(.002	)	$	(.001	)

See accompanying notes to financial statements

REGENCY EQUITIES CORP.

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

(Unaudited)

	COMMON STOCK			ADDITIONAL PAID-IN CAPITAL		ACCUMULATED DEFICIT

	NUMBER OF SHARES	AMOUNT

BALANCE AT December 31, 2000	87,283,661	$	872,836	$	47,660,331	$	(44,751,531	)

Net loss for the six months ended June 30, 2001						(128,248		)

BALANCE AT June 30, 2001	87,283,661	$	872,836	$	47,660,331	$	(44,879,779	)

See accompanying notes to financial statements

REGENCY EQUITIES CORP.

STATEMENTS OF CASH FLOWS

(Unaudited)

			SIX MONTHS ENDED JUNE 30,

			2 0 0 1			2 0 0 0

CASH USED IN OPERATING ACTIVITIES:
	Net loss		$	(128,248	)	$	(39,030	)

	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	266			846
		Accounts payable and accrued expenses	88,063			(5,974		)
		Income taxes payable	(610		)	(610		)

NET CASH USED IN OPERATING ACTIVITIES			(21,913		)	(26,152		)

CASH - BEGINNING OF PERIOD			3,027,849			3,068,600

CASH - END OF PERIOD			$	3,005,936		$	3,042,448

See accompanying notes to financial statements

Regency Equities Corp.
Notes to Financial Statements
June 30, 2001
(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, 2000, together with certain procedural disclosures.

2. Basis of reporting

The balance sheet as of June 30, 2001, the statements of operations for the three month and six month periods ended June 30, 2001 and 2000, the statement of changes in shareholders' equity for the six months ended June 30, 2001 and the statements of cash flows for the six month periods ended June 30, 2001 and 2000 have been prepared by the Company without audit. The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles 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 generally accepted accounting principles 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, 2001 and the results of its operations and cash flows for the three month and six month periods then ended. 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, 2000. The results of operations for the three month and six month periods ended June 30, 2001 are not necessarily indicative of the results that might be affected for the year ending December 31, 2001.

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 2001, the Company recorded a loss of $48,206 before income taxes compared to a loss of $4,749 for the same period of 2000. The increase in loss resulted principally from an increase in legal fees of $30,010 and an increase in audit and tax fees of $6,815 due to negotiations in connection with a proposed merger.

	During the six months ended June 30, 2001, the Company recorded a loss of $126,838 before income taxes compared to a loss of $37,620 for the same period of 2000. The increase in loss resulted principally from an increase in legal fees of $81,400 and an increase in audit and tax fees of $9,008 due to a proposed merger that was terminated and negotiations in connection with another proposed merger.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

PART II - Other Information

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits:

None

(b) Reports on Form 8-K

None.

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 13, 2001	By	/s/ ALLAN L. CHAPMAN

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

DATE: August 13, 2001	By	/s/ MORRIS ENGEL

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

REGENCY EQUITIES CORP 10-Q