SECURITIES AND EXCHANGE COMMISSION
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
OR
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF | |
THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________________to ________________
Commission file number 0-10695
REGENCY EQUITIES CORP.
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) |
|
Registrants telephone number, including area code | 310-827-9604 |
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 issuers 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.
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. | Managements 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
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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
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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
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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
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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 Companys 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. |
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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. Managements 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. |
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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 Companys management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Companys 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 Companys 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 Commissions rules and forms. No change in the Companys internal control over financial reporting occurred during the Companys most recent fiscal quarter that materially affected, or is reasonably likely to materially affect, the Companys 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 | 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.
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) |
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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. |
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