Exhibit 31.2

                                 CERTIFICATIONS

I, Neil N. Hasson, certify that:

1. I have reviewed this report on Form 10-QSB of Regency Affiliates, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this report, fairly present in all material respects the
financial condition,  results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer(s) and I are responsible
for establishing and maintaining  disclosure controls and procedures (as defined
in Exchange Act Rules  13a-15(e) and  15d-(15(e))  for the small business issuer
and have:

      a)  designed  such  disclosure  controls  and  procedures,  or caused such
      disclosure  controls and procedures to be designed under our  supervision,
      to ensure that material information relating to the small business issuer,
      including  its  consolidated  subsidiaries,  is made known to us by others
      within those entities, particularly during the period in which this report
      is being prepared;

      b) evaluated the effectiveness of the small business  issuer's  disclosure
      controls and procedures and presented in this report our conclusions about
      the effectiveness of the disclosure controls and procedures, as of the end
      of the period covered by this report based on such evaluation; and

      c)  disclosed  in this  report any change in the small  business  issuer's
      internal  control over financial  reporting that occurred during the small
      business issuer's most recent fiscal quarter that has materially affected,
      or is reasonably likely to materially  affect, the small business issuer's
      internal control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed,
based  on  our  most  recent  evaluation  of  internal  control  over  financial
reporting,  to the small business  issuer's  auditors and the audit committee of
small business issuer's board of directors (or persons performing the equivalent
function):

      a) all  significant  deficiencies  in the design or  operation of internal
      control over financial  reporting which are reasonably likely to adversely
      affect the small business issuer's ability to record,  process,  summarize
      and report financial information; and

      b) any fraud,  whether or not material,  that involves management or other
      employees  who have a  significant  role in the  small  business  issuer's
      internal control over financial reporting.

Date: May 26, 2006


                                                /s/ Neil N. Hasson
                                                --------------------------------
                                                Neil N. Hasson
                                                Chief Financial Officer