UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A
                                (Amendment No.1)

      (Mark one)

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

                  For the quarterly period ended March 31, 2006

                                       OR

      |_|   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

                For the transition period from ______ to _______

                          COMMISSION FILE NUMBER 1-7949

                            REGENCY AFFILIATES, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                        72-0888772
(State or other jurisdiction of                (IRS Employer Identification No.)
 Incorporation or organization)

            610 N.E. Jensen Beach Blvd., Jensen Beach, Florida 34957
                    (Address of principal executive offices)

Registrant's Telephone Number, including Area Code (772) 334-8181

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes |_| No |X|

As of May 15, 2006 there were 3,123,412 shares of the $.01 Par Value Common
Stock outstanding.

Transitional Small Business Disclosure Form (check one): Yes |_| No |X|

<PAGE>

                                Explanatory Note

The Company is filing this Amendment No. 1 on Form 10-QSB to the Company's Form
10-QSB for the period ended March 31, 2006 to correct a typographical error in
disclosing the total current liabilities in the Liquidity and Capital Resources
section of Item 2. Except for the foregoing amended information, this Form
10-QSB/A continues to speak as of May 15, 2006, and the Company has not updated
or modified the disclosures herein for events that occurred at a later date.

<PAGE>

                    Regency Affiliates, Inc. and Subsidiaries
                        Index to the Financial Statements

                                                                            Page

Part I - Financial Information (Unaudited)

         Item 1.  Financial Statements

                  Condensed Consolidated Balance Sheets
                  (Unaudited)...............................................3

                  Condensed Consolidated Statements of Operations
                  (Unaudited)...............................................4

                  Condensed Consolidated Statements of Cash Flows
                  (Unaudited)...............................................5

                  Notes to Condensed Consolidated Financial Statements......6

         Item 2.  Management's Discussion and Analysis or
                  Plan of Operation.........................................7-10

         Item 3.  Controls and Procedures..................................11

Part II - Other Information

         Item 1.  Legal Proceedings........................................11-12

         Item 2.  Unregistered Sales of Equity Securities and
                  Use of Proceeds..........................................12

         Item 3.  Defaults Upon Senior Securities..........................12

         Item 4.  Submission of Matters to a Vote of Security Holders......12

         Item 5.  Other Information........................................12

         Item 6.  Exhibits.................................................13-14

Signatures.................................................................15

<PAGE>

                    Regency Affiliates, Inc. and Subsidiaries
                      Condensed Consolidated Balance Sheet
                                 March 31, 2006
                                   (Unaudited)

<TABLE>
                                            Assets

<S>                                                                               <C>
Current Assets
  Cash and cash equivalents                                                       $  2,693,979
  Marketable securities                                                              8,986,170
  Interest receivable                                                                  544,984
  Other current assets                                                                      96
                                                                                  ------------

     Total Current Assets                                                           12,225,229

Investment in partnerships                                                           7,463,946
Other                                                                                    1,300
                                                                                  ------------

        Total Assets                                                              $ 19,690,475
                                                                                  ============

                             Liabilities and Shareholders' Equity

Current Liabilities
  Accounts payable and accrued expenses                                           $  1,170,656
  Income taxes payable                                                                 113,000
                                                                                  ------------
     Total Current Liabilities                                                       1,283,656

Deferred credit                                                                        525,874
                                                                                  ------------

        Total Liabilities                                                            1,809,530
                                                                                  ------------

Shareholders' equity
  Serial preferred stock not subject to mandatory redemption
    (Maximum liquidation preference $24,849,410)                                     1,052,988

  Common stock, par value $.01; authorized 8,000,000 shares;
    issued 3,177,412 shares; outstanding 3,122,412 shares                               31,275

  Additional paid-in capital                                                         8,743,360
  Readjustment resulting from quasi-reorganization at December 31, 1987             (1,670,596)
  Retained earnings                                                                 12,501,713
  Note receivable - sale of stock                                                   (2,440,000)
  Treasury stock, 55,000 shares                                                       (337,795)
                                                                                  ------------

     Total Shareholders' Equity                                                     17,880,945
                                                                                  ------------

     Total Liabilities and Shareholders' Equity                                   $ 19,690,475
                                                                                  ============
</TABLE>

The attached notes are an integral part of these financial statements.


                                        3
<PAGE>

                    Regency Affiliates, Inc. and Subsidiaries
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                              Three Months Ended March 31,
                                                            -------------------------------
                                                                2006                2005
                                                            -----------         -----------
<S>                                                         <C>                 <C>
Net Sales                                                   $        --         $        --

Costs and expenses
   Costs of goods sold                                               --                  --
   Selling, general and administrative expenses                 293,437             315,075
                                                            -----------         -----------
                                                                293,437             315,075
                                                            -----------         -----------

Loss from operations                                           (293,437)           (315,075)

Income from equity investment in partnerships                   691,762             545,259
Interest and dividend income                                    215,203              38,377
Other income                                                      8,108              48,322
                                                            -----------         -----------

Net income                                                      621,636             316,883
                                                            ===========         ===========

Net income per common share:
   Basic                                                    $       .20         $       .10
                                                            ===========         ===========
   Diluted                                                  $       .18         $       .10
                                                            ===========         ===========

Weighted average number of common shares outstanding
   Basic                                                      3,122,234           3,020,912
                                                            -----------         -----------
   Diluted                                                    3,378,234           3,276,912
                                                            -----------         -----------
</TABLE>

The attached notes are an integral part of these financial statements.


                                       4
<PAGE>

                    Regency Affiliates, Inc. and Subsidiaries
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                  Three Months Ended March 31,
                                                               ---------------------------------
                                                                   2006                 2005
                                                               ------------         ------------
<S>                                                            <C>                  <C>
Cash Flows from operating activities

   Net income                                                  $    621,636         $    316,883
   Adjustments to reconcile net income to
     Net cash used in operating activities
       Depreciation and amortization                                     --                1,164
       Income from equity investment in partnerships               (691,762)            (545,259)
       Stock issued for services                                      6,100                2,700
       Unrealized gain on marketable securities                          --              (47,099)
       Changes in operating assets and liabilities
         Accrued interest                                           (45,751)             (32,533)
         Other current assets                                        10,625               20,900
         Accounts payable and accrued expenses                     (109,447)            (138,380)
                                                               ------------         ------------
           Net cash used in operating activities                   (208,629)            (421,624)
                                                               ------------         ------------

Cash flows from investing activities

   Proceeds from sales of marketable securities                  24,000,000           27,000,000
   Purchases of marketable securities                           (26,994,180)         (26,952,274)
   Disbursements from (investments in) partnerships                 250,000             (200,000)
                                                               ------------         ------------
           Net cash used in investing activities                 (2,744,180)            (152,274)
                                                               ------------         ------------

Decrease in cash and cash equivalents                          $ (2,952,809)        $   (573,898)

Cash and cash equivalents - beginning                             5,646,788            1,469,353
                                                               ------------         ------------

Cash and cash equivalents - ending                             $  2,693,979         $    895,455
                                                               ============         ============
</TABLE>

<TABLE>
<CAPTION>
                                                                  Three Months Ended March 31,
                                                               ---------------------------------
                                                                   2006                 2005
                                                               ------------         ------------
<S>                                                            <C>                  <C>
Supplemental disclosures of cash flow information:
   Cash paid during the year for
     Interest                                                  $         --         $         --
                                                               ------------         ------------

     Income taxes                                              $         --         $        290
                                                               ------------         ------------
</TABLE>

The attached notes are an integral part of these financial statements.


                                       5
<PAGE>

                    Regency Affiliates, Inc. and Subsidiaries
              Notes to Condensed Consolidated Financial Statements

Note 1. Basis of Presentation

      The accompanying unaudited condensed consolidated financial statements
      have been prepared in accordance with generally accepted accounting
      principles for interim financial information and with the instructions to
      Item 310 of Regulation S-B. 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, all adjustments (consisting of normal recurring accruals)
      considered necessary for a fair presentation have been included. Operating
      results for the three month period ended March 31, 2006 are not
      necessarily indicative of the results that may be expected for the year
      ended December 31, 2006. For further information, refer to the
      consolidated financial statements and footnotes thereto included in the
      Company's annual report on Form 10-KSB for the year ended December 31,
      2005.

      Principles of Consolidation - The consolidated financial statements
      include the accounts of Regency Affiliates, Inc. (the "Company"), its
      wholly owned subsidiaries, Regency Power, Inc. and Rustic Crafts
      International, Inc. ("Rustic Crafts"), its 75% owned subsidiary, Iron
      Mountain Resources, Inc. ("IMR"), and its 80% owned subsidiary, National
      Resource Development Corporation ("NRDC"). All significant intercompany
      balances and transactions have been eliminated in consolidation.

Note 2. Related Party Transactions

      In December 2001, the Company's 80% owned subsidiary, NRDC, sold its
      inventory of stockpiled rock to the Company's 75% owned subsidiary, IMR,
      for a purchase price of $18,200,000 in the form of a note. The note has
      been in default since December 31, 2003. On February 9, 2005, in lieu of
      foreclosure, Iron Mountain re-conveyed the inventory to National Resource
      Development and the note was deemed satisfied. In June 2005, the Company
      obtained an appraisal of the aggregate which concluded that the aggregate
      has no value.

      In December 2005, the Company's wholly owned subsidiary, Rustic Crafts,
      entered into a stipulation of settlement with RCI Wood Products regarding
      outstanding indebtedness with that company. Under the terms of this
      settlement, RCI will pay to Rustic Craft the sum of $125,000 with interest
      at six and one-half percent per annum, payable in thirty-five (35) monthly
      installments of $1,088 each commencing in January 2006. During the quarter
      ended March 31, 2006, $5,097 was received and is included in other income.

      During the quarter ending March 31, 2005, two directors of the Company
      each received 250 shares of common stock for services. The fair market
      value of the stock issued was $2,700 and this expense is included in
      selling, general and administrative expenses in the statement of
      operations.

      During the quarter ending March 31, 2006, two directors of the Company
      each received 500 shares of common stock for services. The fair market
      value of the stock issued was $6,100 and this expense is included in
      selling, general and administrative expenses in the statement of
      operations.


                                       6
<PAGE>

                    Regency Affiliates, Inc. and Subsidiaries

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Forward-Looking Statements and Associated Risk

Certain statements contained in this Quarterly Report on Form 10-QSB, including,
but not limited to those regarding the Company's financial position, business
strategy, acquisition strategy and other plans and objectives for future
operations and any other statements that are not historical facts constitute
"forward-looking statements" within the meaning of federal securities laws and
the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other important
factors that could cause the actual results, performance or achievements
expressed or implied by such forward-looking statements to differ materially
from any future results, performance or achievements expressed or implied by
such forward-looking statements. Although the Company believes that the
expectations reflected in these forward-looking statements are reasonable, there
can be no assurance that the actual results or developments anticipated by the
Company will be realized or, even if substantially realized, that they will have
the expected effect on its business or operations. These forward-looking
statements are made based on management's expectations and beliefs concerning
future events impacting the Company and are subject to uncertainties and factors
(including, but not limited to, those specified below) which are difficult to
predict and, in many instances, are beyond the control of the Company. Such
factors include:

            - A default in the lease or sudden catastrophe to the property owned
      by Security Land and Development Company Limited Partnership ("Security")
      or the operating facilities owned by Mobile Energy Services Company, LLC
      ("Mobile Energy") from uninsured acts of God or war could have a
      materially adverse impact upon our investment in Security or Mobile
      Energy, respectively, and therefore our financial position and results of
      operations;

            - Our subsidiaries currently lack the necessary infrastructure at
      the site of the Groveland mine in order to permit them to make more than
      casual sales of the rock aggregate located at the Groveland Mine;

            - We have had significant tax loss and credit carryforwards and no
      assurance can be provided that the Internal Revenue Service would not
      attempt to limit or disallow altogether our use, retroactively and/or
      prospectively, of such carryforwards, due to ownership changes or any
      other reason. The disallowance of the utilization or our net operating
      loss would severely impact or financial position and results of operations
      due to the significant amounts of taxable income that has been, and may in
      the future be, offset by our net operating loss carryforwards;

            - If the Company consummates the Reverse Stock Split (as defined
      below) and Forward Stock Split (as defined below) and becomes a privately
      held company, stockholders will own shares in a private company and may
      not have the ability to sell their shares in the public market.
      Furthermore, the Company would not file current, quarterly or annual
      reports or be subject to the proxy requirements of the federal securities
      laws. Stockholders may therefore find it more difficult to obtain
      information about the Company and its financial performance;

            - Royalty Holdings, LLC ("Royalty"), an affiliate of the Company's
      management, beneficially owns approximately 60% of our common stock. As a
      result, Royalty has the ability to control the outcome of all matters
      requiring stockholder approval, including the election and removal of
      directors and any merger, consolidation or sale of all or substantially
      all of our assets;

            - The Company does not expect to pay dividends in the foreseeable
      future; and


                                       7
<PAGE>

            - There are many public and private companies that are also
      searching for operating businesses and other business opportunities as
      potential acquisition or merger candidates. The Company will be in direct
      competition with these other companies in its search for business
      opportunities. Many of these entities have significantly greater financial
      and personnel resources than the Company.


                                       8
<PAGE>

                    Regency Affiliates, Inc. and Subsidiaries

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (continued)

The following discussion and analysis of the financial condition and results of
operations of the Company should be read in conjunction with the accompanying
financial statements and related notes included in Item 1 of this report.

General.

The Company is committed to enhancing the value of the Company's Common Stock by
seeking opportunities to monetize certain existing assets and by seeking new
business opportunities on an opportunistic basis.

Liquidity and Capital Resources.

On March 31, 2006, the Company had current assets of $12,225,229 and
stockholders' equity of $17,880,945. On March 31, 2006, the Company had
$11,680,149 in cash and marketable securities, total assets of $19,690,475 and
total current liabilities of $1,283,656.

During the preparation of the Company's 2004 federal corporation income tax
return, a dispute arose between the Company and Security Land regarding the
proper amount of taxable income to be allocated to the Company and reported to
the Internal Revenue Service (the "IRS") on Federal Form K-1. This dispute could
not be resolved and as such the Company reported a different amount of income on
its corporation income tax return than was reported to the IRS by Security. The
discrepancy may cause the Company's tax returns to be audited by the IRS. The
Company believes that the outcome of any IRS examination will not effect the
financial statements of the Company in this year as net operating losses are
available to offset any additional income not reported.

In December, 2001 the Aggregate inventory was sold to Iron Mountain at a
purchase price of $18,200,000, payable, with interest of 2.46%, in ninety-six
equal payments of principal and interest scheduled to commence in December,
2003. The intercompany gain on this transaction has been eliminated in the
consolidation process resulting in the Aggregate inventory being carried at its
historical cost. On February 9, 2005, in lieu of foreclosure, Iron Mountain
reconveyed the Aggregate inventory back to NRDC and the note was deemed
satisfied. In June 2005, the Company obtained an appraisal of the Aggregate
which concluded that the Aggregate has no value and as such a full valuation
allowance of $832,427 was taken in 2005.

On September 30, 2002, our subsidiary, Rustic Crafts International, Inc.
("Rustic Crafts") sold all of its operating assets subject to the assumption of
certain of its liabilities. Prior to the sale, Rustic Crafts had established a
$1,000,000 line of credit with PNC Bank which was guaranteed by the Company and
expired on May 18, 2002. In conjunction with the Rustic Crafts asset sale,
Rustic Crafts' indebtedness under the line of credit together with its $960,000
mortgage loan from PNC Bank and certain other indebtedness to PNC Bank was
restructured to replace such indebtedness with five notes totaling $2,432,782
and have a ten year amortization schedule. The notes bear interest at the
blended rate of 10.8% per annum. As part of the PNC Bank debt restructuring,
Rustic Crafts was required to pay down the outstanding loan balance with
$200,000 of the purchase price in the Rustic Crafts asset sale, and was required
to make a $540,000 payment in December 2002. A $40,000 payment was made to PNC
Bank in December 2002, but Rustic Crafts and the Company failed to make the
balance of the December 2002 payment. Accordingly, the PNC Bank debt was
subsequently modified to provide for the payment of the remaining $500,000
payment on or before June 30, 2003. On June 30, 2003, the Company paid all
outstanding principal and interest due to PNC Bank, in satisfaction of the above
described obligations. On December 30, 2005 the Company agreed to accept a
$125,000 note from RCI as a restructuring of the above named obligation. The
note, which bears interest at 6.5%, calls for payments of $1,088 per month until
December 2008 at which time the balance will be due and payable. During the
quarter ended March 31, 2006, the Company received $5,097 which was recorded as
other income.


                                       9
<PAGE>

Management believes that the Company's cash balance and anticipated cash flows
from operations will be adequate to fund our cash requirements for at least the
next twelve months.

FILING OF GOING PRIVATE PROXY STATEMENT

On December 14, 2005, the Company filed with the SEC a preliminary Schedule
13E-3 Transaction Statement with respect to a going private transaction and a
preliminary Schedule 14A Proxy Statement soliciting stockholders to vote on
amending the Company's certificate of incorporation to provide for a 1-for-100
reverse stock split (the "Reverse Stock Split") followed immediately by a
50-for-1 forward stock split of the Company's common stock (the "Forward Stock
Split"), which would result in the reduction of the number of common
stockholders of record of the Company to fewer than 300. This will permit the
Company to discontinue the filing of annual and periodic reports and other
filings with the SEC. Once the Schedule 13E-3 Transaction Statement and Schedule
14A Proxy Statement are approved in a definitive form by the SEC, the Company
will mail copies to its stockholders. The Company currently intends to effect
the Reverse Stock Split and Forward Stock Split as soon as possible after such
distribution.

Results of Operations.

      2006 Compared to 2005

      For the three months ended March 31, 2006 and March 31, 2005:

            No revenue was generated by the Company in these periods.

            Selling and administrative expenses decreased by $21,638 or 6.9% in
            2006 compared to 2005 due primarily to a slight decrease in
            professional fees.

            Income from equity investment in partnerships increased by $146,503,
            26.9% more than 2005 due to income received from MESC, partially
            offset by increased interest expense incurred by Security. There was
            no interest expense by the Company in either period.

            Net income increased by $304,753 in 2006 over 2005 or 96.2%. The
            increase was primarily due to the reduction in selling and
            administrative expenses, an increase in interest income, and an
            increase in income from equity investment in partnerships.

            The Company's Shareholders' Equity at March 31, 2006 was $17,880,945
            as compared to $17,877,997 on March 31, 2005, an increase of $2,948.

Impact of Inflation.

Although the Company has not attempted to calculate the effect of inflation,
management does not believe inflation has had a material effect on its results
of operations.

Off-Balance Sheet Arrangements

The Company has not entered into any off-balance sheet arrangements.


                                       10
<PAGE>

                    Regency Affiliates, Inc. and Subsidiaries

ITEM 3. CONTROLS AND PROCEDURES.

The Company's management, with the participation of the Company's Chief
Executive Officer and Chief Financial Officer, has evaluated the effectiveness
of the Company's disclosure controls and procedures (as such term is defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended) as of the end of the period covered by this report. Based on such
evaluation, the Company's Chief Executive Officer and Chief Financial Officer
have concluded that, as of the end of such period, the Company's disclosure
controls and procedures are effective.

In connection with the evaluation of the Company's internal controls during the
Company's last fiscal quarter, the Company's Chief Executive Officer and Chief
Financial Officer have determined that there are no changes to the Company's
internal controls over financial reporting that has materially affected, or is
reasonably likely to materially affect, the Company's internal controls over
financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

      On December 14, 2001, we initiated a proceeding in The Circuit Court of
the Nineteenth Judicial Circuit in and for Martin County, Florida, case number
01-1087-CA against Larry J. Horbach, individually and L.J. Horbach & Associates.
Larry Horbach was a former interim CFO and Board member. We claim that Larry
Horbach, without appropriate authority, borrowed $100,050 from Mid City Bank in
the name of Regency. We further claim that Horbach converted all or part of the
proceeds from the loan for his benefit and breached his fiduciary duties as an
officer and director. Horbach filed a Motion for the Court to determine whether
the claims asserted against him were properly brought in Florida, or whether
they should have been filed in Nebraska. The matter was fully briefed, and the
Florida Court took the matter under advisement. The Florida Court has not yet
rendered its decision on this jurisdictional issue.

      On February 7, 2002, a complaint naming Regency as defendant was filed in
the District Court of Douglas County, Nebraska, case number 1012. The Plaintiffs
are Larry J. Horbach, individually and L.J. Horbach & Associates and they are
demanding payment on a loan they purchased from Mid City Bank. The plaintiffs
are requesting payment of $82,512.57 plus accrued interest, costs and attorney
fees. We are vigorously defending this litigation.

      On January 20, 2004, a purported derivative and class action lawsuit was
filed by two dissident Company shareholders, Edward E. Gatz and Donald D.
Graham, in the New Castle County Court of Chancery, Delaware (the "Court"),
captioned Gatz, et al. v. Ponsoldt, Sr., et al., (C.A. No. 174-N) naming as
defendants certain current and former directors of the Company, Royalty and
certain of its affiliates, Statesman and, nominally, the Company (the "Delaware
Action"). The complaint alleged various breaches of fiduciary duties by the
former directors and Statesman, and that Royalty and its affiliates knowingly
participated in certain of the alleged breaches. In November 2004 the Court
dismissed all but one claim alleged in the complaint. The Company was not a
defendant with respect to the sole surviving claim, which related to the 2001
sale of a cache of previously quarried and piled aggregate rock by NRDC to Iron
Mountain (the "Aggregate Sale"). On October 16, 2005, the Court dismissed
plaintiffs' sole remaining claim for failure to state a claim for relief. The
dismissal was without prejudice and the plaintiffs were given leave to file an
amended complaint attacking the Aggregate Sale.


                                       11
<PAGE>

                    Regency Affiliates, Inc. and Subsidiaries

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS. (cont.)

      On January 30, 2006, plaintiffs filed an amended complaint challenging the
Aggregate Sale and alleging that the Aggregate Sale negatively impacted the
consideration the Company received in connection with the October 2002
Restructuring Transactions. The Company is not a defendant with respect to this
claim. Plaintiffs seek damages in excess of $5,400,000 with respect to the claim
related to the Aggregate Sale. Defendants have moved to dismiss the amended
complaint but briefing on the motion has not been completed. The Company has
been advised that the defendants intend to vigorously defend the claim asserted
against them in the Delaware Action.

      The defendants in the Delaware Action, other than Statesman, are entitled
to be indemnified by the Company for damages, if any, and expenses, including
legal fees, they may incur as a result of the lawsuit, subject to certain
circumstances under which such indemnification is not available. In addition,
the Company's insurance carrier contends that none of the claims contained in
the Delaware Action are covered by insurance on the basis of the "insured vs.
insured" exclusion since one of the plaintiffs, Donald D. Graham, was previously
a director of the Company.

      On May 10, 2004, Gary Nuttall, a former President of the Company,
commenced an arbitration proceeding against the Company with respect to certain
claims allegedly arising under his 1995 Employment Agreement with the Company.
Mr. Nuttall is seeking severance and all other compensation and benefits due him
under the 1995 Employment Agreement in an amount in excess of approximately
$1,650,000 ($1,400,000 of which is a financing bonus), 466,667 unrestricted
shares of the Company (pre-split), options to purchase additional stock of the
Company, punitive damages, interest, fees and costs associated with the
arbitration. On May 4, 2006, the parties settled the disputes between them
without admitting any liability, fault or wrongdoing, and entered into a
settlement agreement providing for, among other things, the payment of $950,000
by the Company to Mr. Nuttall and the purchase by the Company of the 29,134
shares of Company common stock owned by Mr. Nuttall, at a purchase price of
$6.50 per share.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

The Company awarded 250 restricted shares of common stock to each of Errol
Glasser and Stanley Fleishman on April 3, 2006, pursuant to the Company's 2003
Stock Incentive Plan, as amended. Exemption from the registration requirements
of the Securities Act of 1933, as amended (the "Securities Act"), for the
issuance of such shares is claimed under Section 4(2) of the Securities Act.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

ITEM 5. OTHER INFORMATION.

None.


                                       12
<PAGE>

                    Regency Affiliates, Inc. and Subsidiaries

PART II - OTHER INFORMATION

ITEM 6. EXHIBITS.

      (a) Exhibits

      Exhibit Number    Description of Exhibit
      --------------    ----------------------
      3.1(i)(a)         Restated Certificate of Incorporation of the Company
                        (filed as Exhibit 3.1(i)(a) to the Company's Quarterly
                        Report on Form 10-Q for the period ended September 30,
                        2002, filed on November 19, 2002, and incorporated
                        herein by reference).

      3.1(i)(b)         Corrected Certificate of Amendment reflecting amendment
                        to Restated Certificate of Incorporation of the Company
                        (filed as Exhibit 3.1(i)(b) to the Company's Quarterly
                        Report on Form 10-Q for the period ended September 30,
                        2002, filed on November 19, 2002, and incorporated
                        herein by reference).

      3.1(i)(c)         Certificate of Amendment of Restated Certificate of
                        Incorporation of Regency Affiliates, Inc. (filed as
                        Exhibit A to the Company's Information Statement on
                        Schedule 14C filed on October 27, 2003 and incorporated
                        by reference herein).

      3.1(i)(d)         Certificate of Designation - Series B Preferred Stock,
                        $10 Stated Value, $.10 par value (filed as Exhibit to
                        Form 10-K dated June 7, 1993 and incorporated herein by
                        reference).

      3.1(i)(e)         Amended and Restated Certificate of Designation, Series
                        C Preferred Stock, $100 Stated Value, $.10 par value
                        (filed as Exhibit 99.4 to the Company's Current Report
                        on Form 8-K filed on October 18, 2002, and incorporated
                        herein by reference).

      3.1(i)(f)         Certificate of Designation - Series D Junior Preferred
                        Stock, $10 Stated Value, $.10 par value (filed as
                        Exhibit to Form 10-K dated June 7, 1993 and incorporated
                        herein by reference).

      3.1(i)(g)         Certificate of Designation - Series E Preferred Stock,
                        $100 Stated Value, $.10 par value (filed as Exhibit 4.1
                        to the Company's Annual Report on Form 10-K for the year
                        ended December 31, 1995
                        at page E-1, and incorporated herein by reference).

      3.1(ii)(a)        By-laws of the Company (filed as Exhibit 3.4 to the
                        Company's Registration Statement on Form S-1,
                        Registration Number 2-86906, and incorporated herein by
                        reference).

      3.1(ii)(b)        Amendment No. 1 to By-Laws of the Company (filed as
                        Exhibit 3.1(ii)(b) to the Company's Quarterly Report on
                        Form 10-Q for the period ended September 30, 2002, filed
                        on November 19, 2002, and incorporated herein by
                        reference).

      10.1              Stock Option Agreement, dated as of April 1, 2006,
                        between the Company and Laurence S. Levy (filed as
                        Exhibit 10.1 to Form 10-QSB dated May 15, 2006 and
                        incorporated by reference herein).*

      31.1              Chief Executive Officer's Certificate, pursuant to
                        Section 302 of the Sarbanes-Oxley Act of 2002.*


                                       13
<PAGE>

      31.2              Chief Financial Officer's Certificate, pursuant to
                        Section 302 of the Sarbanes-Oxley Act of 2002.*

      32.1              Certification of Chief Executive Officer pursuant to 18
                        U.S.C. Section 1350, as adopted pursuant to Section 906
                        of the Sarbanes-Oxley Act of 2002.*

      32.2              Certification of Chief Financial Officer pursuant to 18
                        U.S.C. Section 1350, as adopted pursuant to Section 906
                        of the Sarbanes-Oxley Act of 2002.*

      *Filed herewith


                                       14
<PAGE>

                                   SIGNATURES

      Pursuant  to the  requirements  of Section  13 or 15(d) of the  Securities
Exchange  Act of 1934,  the  Company has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

                                         REGENCY AFFILIATES, INC.
                                         (Registrant)


Date: May 26, 2006                       /s/ Laurence S. Levy
---------------------                    ---------------------------------------
                                         (President and Chief Executive Officer)


Date: May 26, 2006                       /s/ Neil N. Hasson
---------------------                    ---------------------------------------
                                         (Chief Financial Officer)


                                       15
<PAGE>

                                  EXHIBIT INDEX

      Exhibit Number    Description of Exhibit
      --------------    ----------------------

      3.1(i)(a)         Restated Certificate of Incorporation of the Company
                        (filed as Exhibit 3.1(i)(a) to the Company's Quarterly
                        Report on Form 10-Q for the period ended September 30,
                        2002, filed on November 19, 2002, and incorporated
                        herein by reference).

      3.1(i)(b)         Corrected Certificate of Amendment reflecting amendment
                        to Restated Certificate of Incorporation of the Company
                        (filed as Exhibit 3.1(i)(b) to the Company's Quarterly
                        Report on Form 10-Q for the period ended September 30,
                        2002, filed on November 19, 2002, and incorporated
                        herein by reference).

      3.1(i)(c)         Certificate of Amendment of Restated Certificate of
                        Incorporation of Regency Affiliates, Inc. (filed as
                        Exhibit A to the Company's Information Statement on
                        Schedule 14C filed on October 27, 2003 and incorporated
                        by reference herein).

      3.1(i)(d)         Certificate of Designation - Series B Preferred Stock,
                        $10 Stated Value, $.10 par value (filed as Exhibit to
                        Form 10-K dated June 7, 1993 and incorporated herein by
                        reference).

      3.1(i)(e)         Amended and Restated Certificate of Designation, Series
                        C Preferred Stock, $100 Stated Value, $.10 par value
                        (filed as Exhibit 99.4 to the Company's Current Report
                        on Form 8-K filed on October 18, 2002, and incorporated
                        herein by reference).

      3.1(i)(f)         Certificate of Designation - Series D Junior Preferred
                        Stock, $10 Stated Value, $.10 par value (filed as
                        Exhibit to Form 10-K dated June 7, 1993 and incorporated
                        herein by reference).

      3.1(i)(g)         Certificate of Designation - Series E Preferred Stock,
                        $100 Stated Value, $.10 par value (filed as Exhibit 4.1
                        to the Company's Annual Report on Form 10-K for the year
                        ended December 31, 1995 at page E-1, and incorporated
                        herein by reference).

      3.1(ii)(a)        By-laws of the Company (filed as Exhibit 3.4 to the
                        Company's Registration Statement on Form S-1,
                        Registration Number 2-86906, and incorporated herein by
                        reference).

      3.1(ii)(b)        Amendment No. 1 to By-Laws of the Company (filed as
                        Exhibit 3.1(ii)(b) to the Company's Quarterly Report on
                        Form 10-Q for the period ended September 30, 2002, filed
                        on November 19, 2002, and incorporated herein by
                        reference).

      10.1              Stock Option Agreement, dated as of April 1, 2006,
                        between the Company and Laurence S. Levy (filed as
                        Exhibit 10.1 to Form 10-QSB dated May 15, 2006 and
                        incorporated by reference herein).

      31.1              Chief Executive Officer's Certificate, pursuant to
                        Section 302 of the Sarbanes-Oxley Act of 2002.*

      31.2              Chief Financial Officer's Certificate, pursuant to
                        Section 302 of the Sarbanes-Oxley Act of 2002.*

      32.1              Certification of Chief Executive Officer pursuant to 18
                        U.S.C. Section 1350, as adopted pursuant to Section 906
                        of the Sarbanes-Oxley Act of 2002.*


                                       16
<PAGE>

      32.2              Certification of Chief Financial Officer pursuant to 18
                        U.S.C. Section 1350, as adopted pursuant to Section 906
                        of the Sarbanes-Oxley Act of 2002.*

      *Filed herewith


                                       17