<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

       (Mark One)
[X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934
                   For the fiscal year ended December 31, 2000
                                       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.
             (Exact name of registrant as specified in its charter)

            Delaware                                          23-2298894
   (State or other jurisdiction                            (I.R.S. employer
 of incorporation or organization)                        identification no.)



                     11845 West Olympic Boulevard, Suite 900
                          Los Angeles, California 90064
           (Address of principal executive offices, including zip code)

                                 (310) 827-9604
              (Registrant's telephone number, including area code)

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

           Securities registered pursuant to Section 12(g) of the Act:
                          Common stock ($.01 par value)
                                (Title of Class)


     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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the 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. [X]

     The aggregate market value of the voting securities held by nonaffiliates
of the registrant as of March 12, 2001, based upon the average of the bid and
asked prices on that date, was approximately $198,250. For purposes of this
calculation, all officers and directors of the registrant were considered
affiliates, as were all beneficial owners (whether individuals, entities or
groups) of more then ten percent of the registrant's Common Stock.

   Number of  shares of Common Stock, par value $.01, outstanding as of
   March 27, 2001:  87,283,661.
   Documents Incorporated by Reference:  None.


<PAGE>

                                     PART I

ITEM 1.     BUSINESS.

The corporate headquarters of Regency Equities Corp. (the "Company") are located
at 11845 West Olympic Boulevard, Suite 900, Los Angeles, California 90064. The
Company shares this suite on a rent-free basis with the accounting firm of
Engel, Kalvin, McMillan & Kipper, LLP. The Company's Chief Financial Officer,
Morris Engel, is a partner in Engel, Kalvin, McMillan & Kipper, LLP. The Company
has two employees: Mr. Engel and Allan L. Chapman, the Company's Chairman of the
Board, Chief Executive Officer and President.

The Company owns a shopping center in Grand Rapids, Michigan. Approximately 12%
of the shopping center's space is leased to a tenant. The balance of the
shopping center's space has been vacant since July 1997. The Company sustained a
net operating loss of $65,410 from this property in 2000. For further
information regarding the Grand Rapids property, see the Company's financial
statements and notes thereto that are included in this Annual Report on Form
10-K.

During 2000 and the preceding several years, substantially all of the Company's
remaining assets have consisted of cash which has been deposited with several
major United States banks. For further information regarding the amount of
revenue, operating profit or loss and identifiable assets attributable to the
Company's various operations, reference is made to the Company's financial
statements and notes thereto that are included in this Annual Report on Form
10-K.

First Lincoln Holdings, Inc., a Delaware corporation, beneficially owns
72,867,965 shares of the Company's common stock, which represents 83.48% of the
Company's outstanding common stock. Of that aggregate number of shares, First
Lincoln Holdings, Inc. is the record owner of 1,010,000 shares and Evergreen
Acceptance Corporation, a Delaware corporation and a wholly owned subsidiary of
First Lincoln Holdings, Inc., is the record owner of 71,857,965 shares. Martin
Oliner, who is a director of the Company, is the Chairman of the Board of
Directors, President, Chief Executive Officer and sole stockholder of First
Lincoln Holdings, Inc.

The nature and direction of the future business and operations of the Company
are uncertain. The Board of Directors intends to consider suitable business
ventures for the Company.

ITEM 2.     PROPERTIES.

See "Item 1. Business."  The Company does not own any real property other than
the Grand Rapids shopping center described above.

ITEM 3.     LEGAL PROCEEDINGS.

Not applicable.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted to the Company's stockholders during the quarter
ended December 31, 2000.


                                       1
<PAGE>

                                    PART II

ITEM 5.     MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
            MATTERS.

(a)   MARKET INFORMATION.

Until February 8, 1995, the principal market for the Company's common stock was
the Nasdaq National Market System. On that date, primarily as a result of the
Company's February 7, 1995 cash dividend which represented approximately 77.5%
of its total assets, the Company's stock was delisted from the Nasdaq National
Market System. The common stock is now traded over-the-counter, and there is
not an active market for such stock.

The following table reflects the highest and lowest per share prices for the
Company's common stock as quoted for the periods indicated. Because there is no
longer an established, active public trading market for the Company's common
stock, the following prices may not be an accurate indication of the value of
such stock.

<TABLE>
<CAPTION>
                   2000               High         Low
               -------------        ----------   ---------
              <S>                  <C>          <C>
                 1st quarter         $0.234      $0.023
                 2nd quarter          0.080       0.020
                 3rd quarter          0.047       0.020
                 4th quarter          0.040       0.012

<CAPTION>
                   1999               High         Low
               -------------        ----------   ---------
               <S>                <C>           <C>
                 1st quarter         $0.030      $0.016
                 2nd quarter          0.030       0.023
                 3rd quarter          0.030       0.023
                 4th quarter          0.040       0.016
</TABLE>


(b)   HOLDERS.

The number of record holders of the Company's common stock on March 12, 2001
was 1,529.

(c)   DIVIDENDS.

The Company has not historically paid regular dividends on its common stock and
does not presently intend to do so in the future. On February 7, 1995, the
Company paid an extraordinary cash dividend of $.15 per share to stockholders of
record as of January 30, 1995. The Company has not paid any other dividends
since February 7, 1995.



                                       2
<PAGE>

ITEM 6.     SELECTED FINANCIAL DATA.(a)

<TABLE>
<CAPTION>
                                    (In thousands except per share data)

                                           Year ended December 31,
                                ----------------------------------------------
                                 2000      1999     1998      1997      1996
                                -------   -------  --------  --------  -------
<S>                            <C>       <C>      <C>      <C>       <C>
    Total revenues                $197      $189     $ 198    $ 334     $398
    Income (loss) before
      income taxes                 (76)      (85)     (82)       28      133
    Net income (loss)              (78)      (87)     (84)     (395)     399
    Income (loss) per share      (.001)    (.001)   (.001)    (.005)    .005
    Dividends per share              0         0         0        0        0
    Total assets                 3,814     3,892     3,980    4,055    4,455
    Liabilities                    32         32        33       24       29
    Shareholders' equity         3,782     3,860     3,947    4,031    4,426
    Book value per share           .04       .04       .05      .05      .05
    Weighted average shares
      outstanding               87,284    87,284    87,284   87,284   87,284
</TABLE>

----------------------------

(a) The selected financial data should be read in conjunction with "Management's
    Discussion and Analysis of Financial Condition and Results of Operations"
    and the Company's financial statements and notes thereto that are included
    elsewhere in this Annual Report on Form 10-K. The nature and direction of
    the future business plans and operations of the Company are uncertain. See
    "Item 1. Business." As a result of these factors, the selected financial
    data are not necessarily indicative of the Company's future financial
    condition or results of operations.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

The following discussion should be read in conjunction with the Company's
financial statements and notes thereto that are included elsewhere in this
Annual Report on Form 10-K. See "Item 1. Business" for a discussion of the
future direction of the Company.

(a)   RESULTS OF OPERATIONS.

        (i)   YEAR ENDED DECEMBER 31, 2000 COMPARED WITH YEAR ENDED DECEMBER 31,
              1999.

The Company recorded a loss before income taxes of $76,352 in 2000 compared to a
loss before income taxes of $84,933 in 1999. The decrease in loss resulted
principally from (i) an increase in interest income of $9,063, (ii) an increase
in rental income of $1,190, (iii) a decrease in directors' fees of $4,000, and
(iv) a decrease in depreciation expense of $7,908. The increase in operating
results was partially offset by (i) the decrease in the receipt of the one-time
fee of $3,150 for use of vacant space in the Company's rental properties and
(ii) an increase in professional fees of $9,260.

The Company recorded a net loss of $78,382 in 2000 compared to a net loss of
$86,753 in 1999. The decrease in net loss was principally due to the same items
that are discussed in the immediately preceding paragraph. The net loss is after
adjustments in the valuation allowance against deferred assets. A valuation
allowance is provided to reduce the deferred tax assets to a value which, more
likely than not, will be realized. The valuation allowance against deferred tax
assets is determined by management based on its estimate of the amount which
will be realized from future profitability with reasonable certainty. In view of
the fact that the Company has not yet completed a definitive business plan, the
amount of


                                       3

<PAGE>

deferred tax benefits expected to be realized for the determination of
the valuation allowance was based upon an assumption of two years of future
operations and the sale of the rental property at the end of the two-year
period.

        (ii)  YEAR ENDED DECEMBER 31, 1999 COMPARED WITH YEAR ENDED DECEMBER 31,
              1998.

The Company recorded a loss before income taxes of $84,933 in 1999 compared to a
loss before income taxes of $81,864 in 1998. The increase in loss resulted
principally from (i) a reduction in interest income of $12,659 and (ii) an
increase in directors' and committee fees of $7,000. The decline in operating
results was partially offset by (i) receipt of a one-time fee of $3,150 for use
of vacant space in the Company's rental property and (ii) decreases in
stockholders' reports of $4,465, professional fees of $5,436 and depreciation
expense of $3,862.

The Company recorded a net loss of $86,753 in 1999 compared to a net loss of
$84,084 in 1998. The increase in net loss was principally due to the same items
that are described in the immediately preceding paragraph. In view of the fact
that the Company has not yet completed a definitive business plan, the amount of
deferred tax benefits expected to be realized for the determination of the
valuation allowance was based upon an assumption of two years of future
operations and the sale of the rental property at the end of the two-year
period.

(b)   LIQUIDITY, CAPITAL RESOURCES AND FUTURE OPERATIONS.

As of December 31, 2000, the Company had cash in the amount of $3,027,849
invested in interest-bearing demand deposit accounts with two major United
States banks. The Company has sufficient cash for its current operating needs;
the Company does not currently have any material commitments for capital
expenditures; and it has no present plans to incur any indebtedness.

The business direction of the Company is uncertain. As a result, the reported
financial information contained in this Annual Report on Form 10-K is not
necessarily indicative of future operating results or of future financial
condition.

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company has exposure to interest rate changes as a result of interest rate
changes relating to the cash and cash equivalent balances that it maintains with
two banks. However, the Company believes that any such reasonably anticipated
changes in interest rates are unlikely to have a material effect on the
Company's financial position and results of operations.

ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The information with respect to this item is set forth in the Company's
financial statements and notes thereto included in this Annual Report on Form
10-K and listed in the Index to Financial Statements and Financial Statement
Schedules set forth in Item 14 herein.

ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
            FINANCIAL DISCLOSURE.

See "Item 14. Exhibits, Financial Statements and Financial Statement Schedules
and Reports on Form 8-K" for information about the Company's previously filed
Report on Form 8-K regarding a change in accountants.


                                       4
<PAGE>

                                    PART III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The directors and executive officers of the Company are as follows:

<TABLE>
<CAPTION>
           NAME                   AGE     POSITION WITH THE COMPANY
           ----                   ---     -------------------------
<S>                              <C>     <C>
           William J. Adams       71      Director and Secretary

           Allan L. Chapman       63      Chairman of the Board of Directors,
                                          Chief Executive Officer and President

           Morris Engel           74      Chief Financial Officer and Treasurer

           Ira L. Gottshall       43      Director

           Peter M. Graham        46      Director

           Ronald LaBow           66      Director

           Martin Oliner          53      Director
</TABLE>

William J. Adams has served as Secretary and a director of the Company since
June 1992 and is presently engaged in the private practice of law. Mr. Adams
served as Vice President, Secretary and General Counsel of First Lincoln
Holdings, Inc., an insurance holding company which was formerly called First
Executive Corporation, from 1982 through May 1993, and as a director and as
Secretary and General Counsel of Evergreen Acceptance Corporation, a subsidiary
of First Lincoln Holdings, Inc., from 1982 through May 1993.

Allan L. Chapman has served as Chairman of the Board of Directors, Chief
Executive Officer and President of the Company since June 30, 1992. He has also
served as President of the Sterling Group, an actuarial consulting firm, since
March 1991. He served as a Senior Vice President and a director of Executive
Life Insurance Company from 1980 until February 1991 and as a Vice President of
First Executive Corporation (now called First Lincoln Holdings, Inc.), an
insurance holding company, from 1980 until February 1991.

Morris Engel has served as Chief Financial Officer of the Company since May 1991
and as Treasurer since March 1993. He has also been a partner in the accounting
firm of Engel, Kalvin, McMillan & Kipper, LLP since November 1990. Mr. Engel was
a partner in the accounting firm of Laventhol & Horwath from 1969 to 1990.

Ira L. Gottshall has served as a director of the Company since August 1992.
Mr. Gottshall is Regional Vice President of IOF Foresters, which is an
insurance company. Mr. Gottshall served as President of National Affiliated
Corp., an insurance holding company, from January 1997 until January 1998.
Prior to 1997, Mr. Gottshall served as an executive officer of several other
insurance companies, including as President and Chief Executive Officer of
First Delaware Life Insurance Company from July 1991 until January 1994 and
as a Vice President of Evergreen Acceptance Corporation from September 1992
until January 1994.

Peter M. Graham has served as a director of the Company since March 1991.  Mr.
Graham is a principal of Ladenburg, Thalmann & Co. Inc., an investment banking
firm.  Mr. Graham served as Director of


                                       5

<PAGE>

Corporate Finance of Ladenburg, Thalmann & Co. Inc. from 1989 until 1995, as its
President from 1995 until 1998, as its Vice Chairman from 1998 until June 1999
and as a director of the firm from 1982 until June 1999. He also serves as a
director of Alloy Online, Inc.

Ronald LaBow has served as a director of the Company since May 1985. Mr. LaBow
has served as Chairman of the Board of Directors of WHX Corp., a steel
manufacturing company, since January 1991.

Martin Oliner has served as a director of the Company since November 1993 and
has been engaged in the private practice of law since 1972. Mr. Oliner serves as
Chairman of the Board of Directors, President and Chief Executive Officer of
First Lincoln Holdings, Inc., which is an insurance holding company.

Directors are elected at the annual meeting of stockholders to serve during the
ensuing year and until a successor is duly elected and qualified. Officers serve
at the pleasure of the Board of Directors. There are no family relationships
between or among any of the directors and executive officers of the Company.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 and regulations adopted
thereunder require the Company's directors and officers and persons who own
more than ten percent of the outstanding shares of the Company's common stock
(collectively, the "Reporting Persons") to file with the Securities and
Exchange Commission and the Company initial reports of ownership and reports of
changes in ownership of the Company's common stock and other equity securities.
Based solely upon (i) the Company's review of the Forms 3, 4 and 5 that were
furnished by the Reporting Persons to the Company pursuant to Section 16(a) and
applicable regulations during and with respect to the Company's most recent
fiscal year and (ii) written representations received by the Company from its
directors and officers, the Company believes that all applicable Section 16(a)
filing requirements were complied with on a timely basis by the Reporting
Persons during and with respect to the Company's most recent fiscal year.

ITEM 11.    EXECUTIVE COMPENSATION.

(a)   SUMMARY COMPENSATION TABLE.

The following table sets forth all compensation paid or awarded by the Company
for services rendered during the fiscal years ended December 31, 2000, December
31, 1999 and December 31, 1998 to its Chief Executive Officer. No executive
officer or other employee of the Company had aggregate compensation for salary
and bonus in excess of $100,000 during the most recently completed fiscal year.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                  LONG-TERM COMPENSATION
                                                             --------------------------------
                                  ANNUAL COMPENSATION                  AWARDS          PAYOUTS
                        ------------------------------------   ----------------------  -------
                                                                           SECURITIES                ALL
                                                OTHER ANNUAL   RESTRICTED  UNDERLYING   LTIP        OTHER
     NAME AND                   SALARY  BONUS   COMPENSATION     STOCK      OPTIONS/   PAYOUTS   COMPENSATION
 PRINCIPAL POSITION      YEAR    ($)     ($)        ($)         AWARDS($)    SARS(#)     ($)        ($)(1)
--------------------    ------  ------  ------  ------------   ----------  ----------  -------   ------------
<S>                     <C>    <C>       <C>       <C>           <C>         <C>        <C>       <C>
Allan L. Chapman         2000   $36,000   0         0             0           0          0         $4,000
Chairman, Chief          1999   $36,000   0         0             0           0          0         $5,000
Executive Officer        1998   $36,000   0         0             0           0          0         $4,000
and President
</TABLE>

--------------------------

(1)   Represents Mr. Chapman's receipt of directors' fees.


                                       6
<PAGE>

(b)   COMPENSATION OF DIRECTORS.

During 2000, the Company's directors received $1,000 per Board meeting and $500
per committee meeting, and their expenses incurred in attending such meetings
were reimbursed by the Company.

(c)   INDEMNIFICATION AGREEMENTS.

The Company has entered into an indemnification agreement with each of its
current directors and executive officers. The indemnification agreements provide
for the mandatory indemnification of each director and executive officer by the
Company with respect to proceedings arising out of or related to actions taken
or omitted to be taken by the individuals as directors, officers, employees or
agents of the Company. Under the agreements, the Company is obligated to
indemnify each of these individuals to the fullest extent permitted by Delaware
law and, if requested, is obligated to advance the reasonable expenses of any
such individual with respect to a proceeding, unless independent legal counsel
determines that such payments are not permitted. The Company's obligations under
these agreements continue notwithstanding the cessation of the individuals'
tenure as directors and officers of the Company.

(d)   COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.

The members of the Company's Stock Option/Compensation Committee are William J.
Adams and Ronald LaBow.  Mr. Adams is the Company's Secretary, which is not a
salaried position.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

With respect to each person known by the Company to be the beneficial owner of
more than five percent of its common stock, each director of the Company, each
of the Company's executive officers named in the Summary Compensation Table
presented above and all directors and executive officers of the Company as a
group, the following table sets forth the number of shares of common stock
beneficially owned as of February 15, 2001 by each such person or group and the
percentage of the outstanding shares of the Company's common stock beneficially
owned as of February 15, 2001 by each such person or group. Unless otherwise
indicated, each of the following stockholders has, to the Company's knowledge,
sole voting and investment power with respect to the shares beneficially owned,
except to the extent that such authority is shared by spouses under applicable
law or otherwise noted herein. Information presented below with respect to
persons or groups owning more than five percent of the Company's common stock is
based upon Schedule 13D or 13G filings made by such persons or groups with the
Securities and Exchange Commission.

<TABLE>
<CAPTION>
                                                                APPROXIMATE
                                          SHARES OF STOCK       PERCENT OF
NAME OF BENEFICIAL OWNER                 BENEFICIALLY OWNED       CLASS
---------------------------------------  ------------------   --------------
<S>                                         <C>                  <C>
FIVE PERCENT SHAREHOLDERS

First Lincoln Holdings, Inc.(1)
Evergreen Acceptance Corporation             72,867,965           83.48%
   1001 Jefferson Plaza, Suite 200
   1001 Jefferson Street
   Wilmington, DE 19801
</TABLE>


                                       7

<PAGE>

<TABLE>
<CAPTION>
                                                                APPROXIMATE
                                          SHARES OF STOCK       PERCENT OF
NAME OF BENEFICIAL OWNER                 BENEFICIALLY OWNED       CLASS
---------------------------------------  ------------------   --------------
<S>                                      <C>                  <C>
DIRECTORS AND NAMED EXECUTIVE OFFICERS

William J. Adams                                 20,000            *

Allan L. Chapman                                235,000            *

Ira L. Gottshall                                      0            0

Peter M. Graham                                       0            0

Ronald LaBow                                          0            0

Martin Oliner(2)                             72,867,965           83.48%

ALL DIRECTORS AND EXECUTIVE OFFICERS
AS A GROUP
   (7 Persons)(2)
                                             73,122,965           83.78%
</TABLE>

-------------------------------

* Owns less than 1% of the Company's outstanding shares of common stock.

(1) Evergreen Acceptance Corporation is a wholly owned subsidiary of First
    Lincoln Holdings, Inc. Evergreen Acceptance Corporation is the record owner
    of 71,857,965 shares of the Company's common stock; Evergreen Acceptance
    Corporation and First Lincoln Holdings, Inc. share voting and investment
    power with respect to such shares. First Lincoln Holdings, Inc. is the
    record owner of 1,010,000 shares of the Company's common stock, as to which
    it has sole voting and investment power.

(2) Information presented for Mr. Oliner includes shares of the Company's common
    stock that are owned by First Lincoln Holdings, Inc. and its wholly owned
    subsidiary, Evergreen Acceptance Corporation.  Mr. Oliner serves as Chairman
    of the Board, Chief Executive Officer and President of First Lincoln
    Holdings, Inc.  Mr. Oliner and trusts for the benefit of his family are the
    beneficial owners of all of the outstanding capital stock of First Lincoln
    Holdings, Inc. Mr. Oliner does not have direct ownership of any shares of
    the Company's common stock.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Morris Engel, the Company's Chief Financial Officer and Treasurer, is a partner
in the accounting firm of Engel, Kalvin, McMillan & Kipper, LLP. The Company
paid fees of $11,182 to Engel, Kalvin, McMillan & Kipper, LLP in 2000 in
consideration for accounting and tax services rendered by that firm.


                                       8

<PAGE>

                                    PART IV

ITEM 14.    EXHIBITS, FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES AND
            REPORTS ON FORM 8-K.

INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES.

<TABLE>
<CAPTION>
                                                                       PAGE NO.
<S>                                                                    <C>
Report of Singer Lewak Greenbaum & Goldstein LLP.....................    F-1

Report of BDO Seidman, LLP...........................................    F-2

Balance Sheets - December 31, 2000 and 1999..........................    F-3

Statements of Operations -
      Years Ended December 31, 2000, 1999 and 1998...................    F-4

Statements of Changes in Shareholders' Equity -
      Years Ended December 31, 2000, 1999 and 1998...................    F-5

Statements of Cash Flows -
      Years Ended December 31, 2000, 1999, 1998......................    F-6

Notes to Financial Statements........................................    F-7

Report of Singer Lewak Greenbaum & Goldstein LLP on Schedules........    F-12

Report of BDO Seidman, LLP on Schedules..............................    F-13

Supplemental Information - Selected Quarterly Financial Data.........    F-14

Schedule II - Valuation and Qualifying Accounts......................    F-15

Schedule III - Real Estate and Accumulated Depreciation..............    F-16
</TABLE>

            Schedules not listed above are omitted because they are inapplicable
            or the information required is presented in the financial statements
            or the footnotes thereto.

EXHIBITS.

   3.1    Certificate of Incorporation of the Company as amended and restated to
          date, incorporated herein by this reference to Exhibit 3.1 to the
          Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1991.

   3.2    By-laws of the Company, incorporated herein by this reference to
          Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal
          year ended December 31, 1990.

   10.1   1986 Stock Option Plan, incorporated herein by this reference to
          Exhibit 10.1 to the Company's Annual Report on Form 10-K for the
          fiscal year ended December 31, 1991.


                                       9
<PAGE>

   10.2   Incentive Stock Option Plan, incorporated herein by this reference to
          Exhibit 10.2 to the Company's Annual Report on Form 10-K for the
          fiscal year ended December 31, 1991.

   10.3   Indemnification Agreement dated February 7, 1995, between the Company
          and William J. Adams, incorporated herein by this reference to Exhibit
          10.4 to the Company's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1994.

   10.4   Indemnification Agreement dated February 7, 1995, between the Company
          and Allan L. Chapman, incorporated herein by this reference to Exhibit
          10.5 to the Company's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1994.

   10.5   Indemnification Agreement dated February 7, 1995, between the Company
          and Morris Engel, incorporated herein by this reference to Exhibit
          10.6 to the Company's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1994.

   10.6   Indemnification Agreement dated February 7, 1995, between the Company
          and Ira L. Gottshall, incorporated herein by this reference to Exhibit
          10.7 to the Company's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1994.

   10.7   Indemnification Agreement dated February 7, 1995, between the Company
          and Peter M. Graham, incorporated herein by this reference to Exhibit
          10.8 to the Company's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1994.

   10.8   Indemnification Agreement dated February 14, 1995, between the Company
          and Ronald LaBow, incorporated herein by this reference to Exhibit
          10.9 to the Company's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1994.

   10.9   Indemnification Agreement dated February 7, 1995, between the Company
          and Martin Oliner, incorporated herein by this reference to Exhibit
          10.10 to the Company's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1994.


REPORTS ON FORM 8-K.

On February 12, 2001, the Company filed with the Securities and Exchange
Commission (the "Commission") a Current Report on Form 8-K dated February 5,
2001 and covering Item 4 (Change in Registrant's Certifying Accountant). On
February 20, 2001, the Company filed with the Commission an amendment to its
Current Report on Form 8-K dated February 5, 2001 for the purpose of setting
forth additional information regarding Item 4 of the original report.


                                       10

<PAGE>

                                   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.

Date:  March 27, 2001               REGENCY EQUITIES CORP.



                                    By:   /s/ Allan L. Chapman
                                        ----------------------------------------
                                        Allan L. Chapman, Chairman of the Board,
                                        Chief Executive Officer and President




                                      11


<PAGE>

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.


Date:  March 27, 2001                    By:    /s/ Allan L. Chapman
                                            ------------------------------------
                                            Allan L. Chapman
                                            Chairman of the Board, Chief
                                            Executive Officer and President
                                            (Principal Executive Officer)

Date:  March 27, 2001                    By:    /s/ Morris Engel
                                            ------------------------------------
                                            Morris Engel
                                            Chief Financial Officer and
                                            Treasurer (Principal Financial and
                                            Accounting Officer)

Date:  March 27, 2001                    By:    /s/ William J. Adams
                                            ------------------------------------
                                            William J. Adams
                                            Secretary and Director

Date:  March 27, 2001                    By:    /s/ Ronald LaBow
                                            ------------------------------------
                                            Ronald LaBow
                                            Director

Date:  March 27, 2001                    By:    /s/ Peter M. Graham
                                            ------------------------------------
                                            Peter M. Graham
                                            Director

Date:  March 27, 2001                    By:    /s/ Ira. L. Gottshall
                                            ------------------------------------
                                            Ira L. Gottshall
                                            Director

Date:  March 27, 2001                    By:    /s/ Martin Oliner
                                            ------------------------------------
                                            Martin Oliner
                                            Director


                                       12

<PAGE>

                             REGENCY EQUITIES CORP.

                           ANNUAL REPORT ON FORM 10-K

                       ITEM 8, ITEM 14(a)(1) and 14(a)(2)

             FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

                          YEAR ENDED DECEMBER 31, 2000


<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors
Regency Equities Corp.


We have audited the accompanying balance sheet of Regency Equities Corp. as of
December 31, 2000, and the related statements of operations, shareholders'
equity, and cash flows for the year then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit 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 audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Regency Equities Corp. as of
December 31, 2000 and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.



                                       Singer Lewak Greenbaum & Goldstein, LLP


Los Angeles, California
February 28, 2001


                                      F-1
<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors and Shareholders
Regency Equities Corp.


We have audited the accompanying balance sheet of Regency Equities Corp. as of
December 31, 1999 and the related statements of operations, changes in
shareholders' equity and cash flows for the two years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit 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 financial statements referred to above present fairly, in
all material respects, the financial position of Regency Equities Corp. at
December 31, 1999 and the results of its operations and its cash flows for each
of the two years then ended in conformity with generally accepted accounting
principles.



                                                              BDO SEIDMAN, LLP


Los Angeles, California
February 21, 2000


                                      F-2
<PAGE>

                             REGENCY EQUITIES CORP.

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                        DECEMBER 31,
                                                ---------------------------
                                                     2000          1999
                                                -------------  ------------
<S>                                             <C>            <C>
ASSETS
 Cash (Note A)                                   $ 3,027,849   $ 3,068,600
 Rent receivable                                       4,472         4,472
 Rental property owned, net of write
  down for possible loss of $215,000
  and accumulated depreciation of
  $474,916 in 2000 and $437,684 in
  1999 (Note B)                                      781,525       818,757
                                                -------------  ------------
                                                 $ 3,813,846   $ 3,891,829
                                                =============  ============
LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES
 Accounts payable and accrued
  expenses                                       $    30,990   $    30,591
 Income taxes payable (Note C)                         1,220         1,220
                                                -------------  ------------
                                                      32,210        31,811
                                                -------------  ------------
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                             (44,751,531)  (44,673,149)
                                                -------------  ------------
                                                   3,781,636     3,860,018
                                                -------------  ------------
                                                 $ 3,813,846   $ 3,891,829
                                                =============  ============
</TABLE>

                See accompanying notes to financial statements.

                                      F-3
<PAGE>

                             REGENCY EQUITIES CORP.

                            STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                  YEAR ENDED DECEMBER 31,
                                          --------------------------------------
                                              2000         1999         1998
                                          ------------- ------------ -----------
<S>                                       <C>           <C>          <C>
REVENUES:
  Interest income                          $   146,494  $   137,431  $   150,090
  Rental income                                 50,051       48,861       48,068
  Miscellaneous income                            -           3,010        -
                                          ------------- ------------ -----------
     TOTAL REVENUES                            196,545      189,302      198,158
                                          ------------- ------------ -----------
EXPENSES:
  Administrative expense                       102,156      104,114      100,693
  Professional fees (Note E)                    55,290       46,030       51,376
  Rental expense                               115,461      124,091      127,953
                                          ------------- ------------ -----------
     TOTAL EXPENSES                            272,907      274,235      280,022
                                          ------------- ------------ -----------
     LOSS BEFORE INCOME
      TAXES                               (     76,362) (    84,933) (    81,864)

PROVISION FOR INCOME TAXES (NOTE C)              2,020        1,820        2,220
                                          ------------- ------------ -----------
     NET LOSS                             ($    78,382) ($   86,753) ($   84,084)
                                          ============= ============ ===========
WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                         87,283,661   87,283,661   87,283,661
                                          ============= ============ ===========
NET LOSS PER SHARE                        ($      .001) ($     .001) ($     .001)
                                          ============= ============ ===========
</TABLE>


                See accompanying notes to financial statements.

                                      F-4
<PAGE>

                             REGENCY EQUITIES CORP.

                  STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

                       THREE YEARS ENDED DECEMBER 31, 2000


<TABLE>
<CAPTION>
                                COMMON STOCK
                            ---------------------   ADDITIONAL
                              NUMBER OF               PAID-IN    ACCUMULATED
                               SHARES     AMOUNT      CAPITAL      DEFICIT
                             ----------  --------  -----------  -------------
<S>                          <C>         <C>       <C>          <C>
BALANCE AT
  January 1, 1998            87,283,661  $872,836  $47,660,331  ($44,502,312)

    Net loss                                                    (     84,004)
                             ----------  --------  -----------  -------------
BALANCE AT
  December 31, 1998          87,283,661   872,836   47,660,331  ( 44,586,396)

    Net loss                                                    (     86,753)
                             ----------  --------  -----------  -------------
BALANCE AT
  December 31, 1999          87,283,661   872,836   47,660,331  ( 44,673,149)

    Net loss                                                    (     78,382)
                             ----------  --------  -----------  -------------
BALANCE AT
  December 31, 2000          87,283,661  $872,836  $47,660,331  ($44,751,531)
                             ==========  ========  ===========  =============
</TABLE>


                See accompanying notes to financial statements.

                                      F-5
<PAGE>

                             REGENCY EQUITIES CORP.

                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                YEAR ENDED DECEMBER 31,
                                       -----------------------------------------
                                             2000         1999         1998
                                        ------------  ------------  -----------
<S>                                     <C>           <C>           <C>
     INCREASE (DECREASE) IN CASH

OPERATING ACTIVITIES:

  Net loss                              ($   78,382)  ($  86,753)  ($   84,084)

  Adjustments to reconcile net
   loss to net cash used in
    operating activities:
    Depreciation                             37,232       45,140        49,068

  Changes in operating assets and
  liabilities:
    Rent receivable                            -      (    1,060)          340
    Accounts payable and accrued
     expenses                                   399           42         8,183
    Income taxes payable                       -      (    1,800)        1,600
                                         ----------   ----------    ----------

     NET CASH USED IN
      OPERATING ACTIVITIES              (    40,751)   (  44,431)   (   24,893)
                                         ----------   ----------    ----------

DECREASE IN CASH                        (    40,751)   (  44,431)   (   24,893)

CASH BEGINNING OF YEAR                    3,068,600    3,113,031     3,137,924
                                         ----------   ----------    ----------

CASH END OF YEAR                         $3,027,849   $3,068,600    $3,113,031
                                         ==========   ==========    ==========
</TABLE>


                See accompanying notes to financial statements.

                                      F-6
<PAGE>

                         NOTES TO FINANCIAL STATEMENTS

                             REGENCY EQUITIES CORP.


NOTE A - SIGNIFICANT ACCOUNTING POLICIES

BUSINESS: Regency Equities Corp. (the "Company") is incorporated in the state of
Delaware. The Company owns and leases to third parties a shopping center in
Grand Rapids, Michigan.

CASH: Cash at December 31, 2000 is deposited with two major U.S. banks. At
December 31, 2000 and throughout the year the Company has maintained balances in
its bank accounts in excess of the federally insured limit.

DEPRECIATION: Rental property is depreciated over its estimated useful life of
25 years using the straight-line method.

LONG-LIVED ASSETS: The Company periodically reviews long-lived assets for
impairment to determine whether any events or circumstances indicate that the
carrying amount of the assets may not be recoverable. In determining if an
impairment exists, management estimates the future undiscounted cash flows
expected to be received, including the eventual disposition of the asset, less
the related estimated cash out-flows expected to be incurred. If an impairment
is indicated based upon the above, a determination is made of the assets
estimated fair value based upon recent appraisals. If the estimated fair value
is less than the assets net book value, an impairment is recognized.

RENTAL INCOME: The Company recognizes minimum rents from leases on a
straight-line basis over the lease term. Overage rentals are recognized in the
period earned.

INCOME TAXES: Deferred tax assets and liabilities are determined based on the
differences between the financial statement and tax bases of assets and
liabilities, using enacted tax rates in effect for the year in which the
differences are expected to reverse. Valuation allowances are established when
necessary to reduce deferred tax assets to the amount expected to be realized.
Income tax expense is the tax payable for the period and the change during the
period in deferred tax assets and liabilities.


                                  (continued)

                                      F-7

<PAGE>

                         NOTES TO FINANCIAL STATEMENTS

                             REGENCY EQUITIES CORP.


NOTE A - SIGNIFICANT ACCOUNTING POLICIES (continued)

ACCOUNTING ESTIMATES: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

EARNINGS PER SHARE: In February 1997, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standards (SFAS) No 128
Earnings Per Share ("EPS"). SFAS No. 128 requires dual presentation of basic EPS
and diluted EPS on the face of all income statements issued after December 15,
1997 for all entities with complex capital structures. Basic EPS is computed as
net income (loss) divided by the weighted average number of common shares
outstanding for the period. Diluted EPS reflects the potential dilution that
could occur from common shares issuable through stock options, warrants and
other convertible securities. As the Company does not have any stock options,
warrants or other convertible securities outstanding, basic and diluted EPS are
the same, and only basic EPS is presented.

NOTE B - RENTAL ACTIVITY

The Company, as lessor, leases space in a shopping center (the Center) located
in Grand Rapids, Michigan.

In July 1997, the lease for the a tenant occupying approximately 12.5% of the
Center expired. The tenant continues to occupy the space on a month-to-month
basis. Minimum rent in connection with this tenant is $3,500 per month.

The remaining approximately 87.5% of the Center is vacant.


                                  (continued)

                                      F-8

<PAGE>

                         NOTES TO FINANCIAL STATEMENTS

                             REGENCY EQUITIES CORP.


NOTE C - INCOME TAXES

The provision for income taxes consists of:

<TABLE>
<CAPTION>
                                           2000        1999         1998
                                        ----------  -----------  -----------
<S>                                     <C>         <C>          <C>
Federal:
  Current                               $     -     $     -      $     -
  Deferred                                  25,957   2,859,729    2,178,384
State:
  Current                                    2,020       1,820        2,220
  Deferred                                   1,837     202,414      150,565
Increase (decrease)
 in valuation allowance
 of deferred tax assets                 (   27,794) (3,062,143)  (2,328,949)
                                        ----------  -----------  -----------
   Total                                $    2,020  $    1,820   $    2,220
                                        ==========  ===========  ===========

The reconciliation of the provision for income taxes and the amount computed by
applying the statutory federal income tax rate to earnings before income taxes
is as follows:

<CAPTION>
                                              2000              1999                1998
                                           ----------       -----------         -----------
<S>                                        <C>               <C>                 <C>
  Federal tax (benefit) at
   statutory rate                            ( 34.0%)          ( 34.0%)            ( 34.0%)
  State income tax, net of
   federal income tax benefit                   2.6               2.1                 2.7
  Change in valuation allowance
   of deferred tax assets                      34.0              34.0                34.0
                                              ------            ------              ------
  Provision for income taxes                    2.6%              2.1%                2.7%
                                              ======            ======              ======
</TABLE>

                                  (continued)

                                      F-9

<PAGE>

                         NOTES TO FINANCIAL STATEMENTS

                             REGENCY EQUITIES CORP.


NOTE C - INCOME TAXES (BENEFIT) (continued)

Deferred tax assets (liabilities) consist of:

<TABLE>
<CAPTION>
                                                     2000          1999
                                                ------------  -------------
<S>                                             <C>           <C>
  Depreciation                                  ($   65,152)  ($   58,658)
                                                ------------  -------------
    Gross deferred tax liabilities              (    65,152)  (    58,658)
                                                ------------  -------------
  Rental property loss allowance                     78,153        76,435
  Loss carryforwards                                555,744       397,941
                                                ------------  -------------
    Gross deferred tax assets                       633,897       474,376

  Valuation allowance                           (   568,745)  (   415,718)
                                                ------------  -------------
    Net deferred tax assets                          65,152        58,658
                                                ------------  -------------
    Deferred taxes                               $        0    $        0
                                                ============  =============
</TABLE>

A valuation allowance is provided to reduce the deferred tax assets to a level
which, more likely than not, will be realized. The net deferred assets reflects
management's estimate of the amount which will be realized from future
profitability with reasonable certainty. The net change in the total valuation
allowance for the years ended December 31, 2000, 1999, and 1998 were
($153,027), $3,062,143 and $2,328,949, respectively. The increase in 2000
results primarily from management's reassessment of the value of the Company's
loss carryforwards for state income tax purposes and the additional loss
carryforward incurred in the current year. The decreases in 1999 and 1998
resulted primarily from the expiration of loss carryforwards.


                                   (continued)

                                      F-10


<PAGE>

                         NOTES TO FINANCIAL STATEMENTS

                             REGENCY EQUITIES CORP.


NOTE C - INCOME TAXES (BENEFIT) (concluded)

The Company had operating loss carryforwards at December 31, 2000 for federal
tax purposes as follows:

<TABLE>
<S>                                       <C>
          EXPIRES IN:
          2006                               $  630,000
          2009                                  460,000
          2018                                   80,000
          2019                                   85,000
          2020                                   85,000
                                            ------------
                                             $1,340,000
                                            ============
</TABLE>

The Company also had significant California and Michigan state operating loss
carryforwards at December 31, 2000.

The Company made income tax payments of $2,020, $3,620 and $2,020 during 2000,
1999 and 1998, respectively.

NOTE D - INCENTIVE STOCK OPTION PLANS

The Company has incentive stock option plans for certain officers that provide
for options to be granted at a price equal to fair market value at the date of
the grant. Options cannot be exercised after ten years from the date of the
grant or more than three months after the termination of an optionee's
employment with the Company. No stock options were granted or exercised in 1998,
1999 or 2000. No options were outstanding at December 31, 2000; however, options
were available to be granted for 5,450,000 shares.

NOTE E - RELATED PARTY TRANSACTIONS

The current Chief Financial Officer is a partner in a certified public
accounting firm which provides accounting and tax services to the Company. Fees
paid by the Company to that firm were $11,182 in 2000, $12,286 in 1999 and
$13,535 in 1998.


                                   (continued)

                                      F-11

<PAGE>


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
                          FINANCIAL STATEMENT SCHEDULES




Board of Directors
Recency Equities Corp.


Our audit was made for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental schedules II and III are presented
for purposes of complying with the Securities and Exchange Commission's rules
and are not a part of the basic financial statements. These schedules have been
subjected to the auditing procedures applied in our audit of the basic financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

The Supplementary Information--Selected Quarterly Financial Data for the year
then ended was not audited by us and, accordingly, we do not express an opinion
on it.




                                         Singer Lewak Greenbaum & Goldstein, LLP




Los Angeles, California
February 28, 2001


                                      F-12
<PAGE>


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
                          FINANCIAL STATEMENT SCHEDULES




Board of Directors
Recency Equities Corp.


The audits referred to in our report dated February 21, 2000 relating to the
financial statements of Regency Equities Corp., which are contained in Item 8 of
this Form 10K included the audit of the financial statement schedules for the
years ended December 31, 1999 and 1998. These financial statement schedules are
the responsibility of the Company's management. Our responsibility is to express
an opinion on the financial statement schedules based on our audits.

In our opinion such financial statement schedules for the years ended December
31, 1999 and 1998 present fairly, in all material respects, the information set
forth therein.

The Supplementary Information--Selected Quarterly Financial Data for the three
month periods ended December 31, 1999 was not audited by us, and, accordingly,
we do not express an opinion on it.




                                                                BDO SEIDMAN, LLP




Los Angeles, California
February 21, 2001


                                      F-13
<PAGE>


                             REGENCY EQUITIES CORP.
                            SUPPLEMENTAL INFORMATION
                        SELECTED QUARTERLY FINANCIAL DATA
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                      Three months ended
                       ---------------------------------------------------
                            12/31/00      9/30/00     6/30/00     3/31/00
<S>                    <C>            <C>         <C>         <C>
Total revenues           $    52,079    $  49,766    $  48,957   $  45,743
Loss before
 income tax             (      8,516)   (  30,226)   (   4,749)  (  32,871)
Net loss                (      8,516)   (  30,836)   (   4,749)  (  34,281)
                       ==============  ===========  ==========  ==========
Loss per share          ($     0.000)   ($  0.000)   ($  0.000)  ($  0.000)
                       ==============  ===========  ==========  ==========
Weighted
 average number
 of shares                87,283,611   87,283,661   87,283,661  87,283,661
                       ==============  ===========  ==========  ==========


<CAPTION>
                                     Three months ended
                       ---------------------------------------------------
                            12/31/99      9/30/99     6/30/99     3/31/99
<S>                     <C>            <C>         <C>         <C>
Total revenues           $    50,456    $  46,360    $  46,245   $  46,241
Loss before
 income tax             (     14,624)   (  11,351)   (  13,181)  (  45,777)
Net loss                (     15,624)   (  11,961)   (  13,181)  (  45,987)
                       ==============  ===========  ==========  ==========
Loss per share          ($     0.000)   ($  0.000)   ($  0.000)  ($  0.000)
                       ==============  ===========  ==========  ==========
Weighted
 average number
 of shares                87,283,611   87,283,661   87,283,661  87,283,661
                       ==============  ===========  ==========  ==========
</TABLE>


                                      F-14
<PAGE>

                             REGENCY EQUITIES CORP.

                 VALUATION AND QUALIFYING ACCOUNTS - SCHEDULE II

<TABLE>
<CAPTION>
                                                  Additions    Additions
                                    Balance at  (deductions) (deductions)  Balance
                                     beginning   charged to      from      at end
                                     of year     operations    reserve     of year
                                    ----------  -----------  -----------   -------
<S>                                 <C>         <C>          <C>          <C>
Deferred tax valuation
 allowance deducted from deferred
  tax assets:
   December 31, 1999                $3,477,861  $    -       ($3,062,143) $  415,718
                                    ----------  -----------  -----------  ----------

   December 31, 2000                 $ 415,718  $    -        $  153,027  $  568,745
                                    ----------  -----------  -----------  ----------
</TABLE>




                                      F-15
<PAGE>


                             REGENCY EQUITIES CORP.
             REAL ESTATE AND ACCUMULATED DEPRECIATION - SCHEDULE III


<TABLE>
<CAPTION>
                                   Costs
                                capitalized         Gross amount
                                subsequent to      at which carried
                Initial Cost     acquisition      at close of period                  (2)             Life (years)
             -----------------  -------------    --------------------           Accumu-                 on which
          (1)          Bldg. &                            Bldg. &                lated                  deprecia-
  Descrip-             Improve-   Improve-                Improve-      (3)     Deprecia-     Date       tion is
    tion      Land       ments     ments        Land        ments      Total      tion      acquired    computed
----------   --------  -------- -------------  --------  ----------  ---------  ---------  ----------  ----------
<S>          <C>       <C>       <C>           <C>       <C>         <C>         <C>       <C>         <C>
December 31,
 2000        $266,076  $794,337  $411,028      $266,076  $1,205,365  $1,471,441  $437,684   Oct 1976     25
</TABLE>

     (1) The property is a shopping arcade in Grand Rapids, Michigan.

         The property was not subject to encumbrance at December 31, 2000,
         1999, or 1998

         An allowance for possible losses of $215,000 has been provided at
         December 31, 2000, 1999, and 1998 to adjust the carrying value of the
         property to estimated net realizable value.

     (2) Reconciliation of accumulated depreciation:

<TABLE>
<CAPTION>
                                                      2000      1999      1998
                                                    --------  --------  --------
<S>                                                <C>       <C>       <C>
           Balance at beginning of period           $437,684  $392,544  $343,476
           Additions during period                    37,232    45,140    49,068
                                                    --------  --------  --------
             Balance at close of period             $474,916  $437,684  $392,544
                                                    ========  ========  ========
</TABLE>

     (3) The aggregate cost for federal income tax purposes of the property for
         each of the three years December 31, 1998, 1999 and 2000 was
         $1,471,441.


                                       F-16
<PAGE>


                             REGENCY EQUITIES CORP.

                           ANNUAL REPORT ON FORM 10-K

                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>

Exhibit
Number       Description                                                            Page
------       -----------                                                            ----
<S>         <C>                                                                     <C>
3.1          Certificate of  Incorporation  of the Company as amended and
             restated  to  date,  incorporated  herein  by  this reference to
             Exhibit 3.1 to the Company's  Annual Report on Form 10-K for the
             fiscal  year  ended  December  31, 1991.

3.2          By-laws  of the  Company,  incorporated  herein  by this reference
             to Exhibit 3.2 to the Company's  Annual Report on Form 10-K for the
             fiscal  year  ended  December  31, 1990.

10.1         1986 Stock Option Plan, incorporated herein by this reference to
             Exhibit 10.1 to the Company's Annual Report on Form 10-K for the
             fiscal year ended December 31, 1991.

10.2         Incentive Stock Option Plan, incorporated herein by this reference
             to Exhibit 10.2 to the Company's Annual Report on Form 10-K for the
             fiscal year ended December 31, 1991.

10.3         Indemnification Agreement dated February 7, 1995, between the
             Company and William J. Adams, incorporated herein by this reference
             to Exhibit 10.4 to the Company's Annual Report on Form 10-K for the
             fiscal year ended December 31, 1994.

10.4         Indemnification Agreement dated February 7, 1995, between the
             Company and Allan L. Chapman, incorporated herein by this reference
             to Exhibit 10.5 to the Company's Annual Report on Form 10-K for the
             fiscal year ended December 31, 1994.

10.5         Indemnification Agreement dated February 7, 1995, between the
             Company and Morris Engel, incorporated herein by this reference to
             Exhibit 10.6 to the Company's Annual Report on Form 10-K for the
             fiscal year ended December 31, 1994.

10.6         Indemnification Agreement dated February 7, 1995, between the
             Company and Ira L. Gottshall, incorporated herein by this reference
             to Exhibit 10.7 to the Company's Annual Report on Form 10-K for the
             fiscal year ended December 31, 1994.

10.7         Indemnification Agreement dated February 7, 1995, between the
             Company and Peter M. Graham, incorporated herein by this reference
             to Exhibit 10.8 to the Company's Annual Report on Form 10-K for the
             fiscal year ended December 31, 1994.

<PAGE>

10.8         Indemnification Agreement dated February 14, 1995, between the
             Company and Ronald LaBow, incorporated herein by this reference to
             Exhibit 10.9 to the Company's Annual Report on Form 10-K for the
             fiscal year ended December 31, 1994.

10.9         Indemnification Agreement dated February 7, 1995, between the
             Company and Martin Oliner, incorporated herein by this reference to
             Exhibit 10.10 to the Company's Annual Report on Form 10-K for the
             fiscal year ended December 31, 1994.
</TABLE>



                                       2