SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

(Mark One)

For the quarterly period ended     March 31, 2004

OR

For the transition period from                     to                    

Commission file number     0-10695

REGENCY EQUITIES CORP.

9454 Wilshire Boulevard, Penthouse 27, Beverly Hills, CA 90212

Registrant’s telephone number, including area code(310) 876-0569

     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 May 24, 2004 is 87,283,661.

REGENCY EQUITIES CORP.

INDEX TO FORM 10-Q

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

REGENCY EQUITIES CORP.

BALANCE SHEETS

See accompanying notes to financial statements

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REGENCY EQUITIES CORP.

STATEMENTS OF OPERATIONS
(Unaudited)

See accompanying notes to financial statements

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REGENCY EQUITIES CORP.

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
(UNAUDITED)

See accompanying notes to financial statements

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REGENCY EQUITIES CORP.

STATEMENTS OF CASH FLOWS
(Unaudited)

See accompanying notes to financial statements

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Regency Equities Corp.

Notes to Financial Statements
March 31, 2004
(Unaudited)

1.		Significant accounting policies
		Significant accounting policies of Regency Equities Corp. are set forth in its Annual Report on Form 10-K as filed by the Company for the year ended December 31, 2003 together with certain procedural disclosures.
2.		Basis of reporting
		The balance sheet as of March 31, 2004, the statements of operations for the three-month periods ended March 31, 2004 and 2003, the statement of changes in shareholders’ equity for the three months ended March 31, 2004, and the statements of cash flows for the three-month periods ended March 31, 2004 and 2003, 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 pursuant to 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 statements. 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 March 31, 2004 and the results of its operations and cash flow for the three-month period 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, 2003.
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.

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

Results of Operations

During the first quarter of 2004, the Company recorded a loss of $94,719, before income taxes, compared to a loss of $65,431 before income taxes for the same period in 2003. The increase in loss resulted principally from (i) an increase in legal fees of $36,419 due to the proposed merger described below and (ii) an increase in utilities of $3,580. This was offset by a decrease in officer salaries of $9,000 due to the reduction in salaries paid to the officers.

Going Private Transaction

Evergreen Acceptance LLC, a Delaware limited liability company, is the record owner of 71,897,965 shares of the Company’s common stock, and First Lincoln Holdings, Inc., a Delaware corporation, is the record owner of 1,010,000 shares of the Company’s common stock. The 72,907,965 shares of common stock that are owned by Evergreen Acceptance LLC and First Lincoln Holdings, Inc. represent approximately 83.5% of the Company’s 87,283,661 total outstanding shares of common stock. Martin Oliner, who is one of the Company’s four directors, is the ultimate beneficial owner of the shares that are owned by Evergreen Acceptance LLC and First Lincoln Holdings, Inc.

The Company has entered into an Agreement and Plan of Merger dated December 16, 2003 (the “Merger Agreement”) with Regency Acquisition Corp., a Delaware corporation that is a wholly owned subsidiary of Evergreen Acceptance LLC. Regency’s Board of Directors approved the Merger Agreement on December 11, 2003. First Lincoln Holdings, Inc. and Evergreen Acceptance LLC have approved and adopted the Merger Agreement by written consent in their capacity as the holders of a majority of the Company’s outstanding common stock.

Under the terms of the Merger Agreement, Regency Acquisition Corp. will merge into the Company (the “Merger”). Each share of the Company’s common stock, other than shares of common stock held by First Lincoln Holdings, Inc. and Evergreen Acceptance LLC and other than shares of common stock held by stockholders

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who perfect their appraisal rights under Delaware law, will be converted into the right to receive $0.017 in cash, without interest. The common stock that is owned by First Lincoln Holdings, Inc. and Evergreen Acceptance LLC will be cancelled in the Merger, and the stock of Regency Acquisition Corp. that is owned by Evergreen Acceptance LLC will be converted into shares of the Company’s common stock on a one-for-one basis.

Upon the completion of the Merger, Evergreen Acceptance LLC will be the Company’s only stockholder. The Company’s common stock will cease to be traded on the OTC Bulletin Board after the Merger, and the Company will cease to file periodic reports with the Securities and Exchange Commission.

The Company has filed with the Securities and Exchange Commission a Schedule 14C and a Schedule 13E-3 regarding the Merger and the Merger Agreement. The Schedule 14C contains an Information Statement that describes in detail the Merger and the Merger Agreement and the reasons for converting the Company into a wholly owned subsidiary of Evergreen Acceptance LLC. The Information Statement will be mailed to the Company’s stockholders after the Securities and Exchange Commission has completed its review of the document. As permitted by the Delaware General Corporation Law, no meeting of the Company’s stockholders will be held since the Merger Agreement has been approved by the holders of a majority of the Company’s common stock. The merger of Regency Acquisition Corp. into the Company, and the conversion of the Company into a wholly owned subsidiary of Evergreen Acceptance LLC, will occur approximately twenty days after the Information Statement is mailed to stockholders.

The Company currently anticipates that the Information Statement will be mailed to stockholders in June 2004, and that the Merger will occur by July 15, 2004. Stockholders should review the Information Statement for additional information about the Merger, the Merger Agreement and their appraisal rights under Delaware law.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable.

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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.

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PART II — OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a)

Exhibits:

	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.
	32.1		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.

	(b)		Reports on Form 8-K:
			None.

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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.

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