SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                   FORM 10-KSB

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                    THE SECURITIES AND EXCHANGE ACT OF 1934

                    For the Fiscal Year ended June 30, 2000

                          Commission File No. 000-26687

                           THE REGENCY GROUP, LIMITED
             (Exact Name of Registrant as Specified in its Charter)

             Nevada                                              88-0429812
(State or other jurisdiction of                               I.R.S. Employer
incorporation or organization)                             Identification Number

          8930 E. Raintree Drive
               Suite 100
           Scottsdale, Arizona                                     85260
(Address of Principal Executive Offices)                         (Zip Code)

                                  480-444-2014
            (The 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, $0.001 par value per share

     Indicate  by  checkmark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) if 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 checkmark if disclosure of delinquent  filers  pursuant to item
405 of Regulation S-B is not contained herein, and will not be contained, to the
best of the  registrant's  knowledge,  in any  definitive  proxy or  information
statements  incorporated  by reference in Part III if this form 10-K (SB) or any
amendment to this Form 10-KSB: [ ]

     The aggregate  market value of the voting stock held by  non-affiliates  of
the  registrant,  based on the  closing  price per share of the common  stock on
September  20,  2000 of $1.44,  as reported on the OTCBB,  was  approximately  $
17,145,360. Shares of common stock held by each officer and director and by each
person  known to Regency  Group,  Limited who own 5% or more of the  outstanding
common  stock  have  been  excluded  in that  such  persons  may be deemed to be
affiliates.  This  determination  of  affiliate  status  is  not  necessarily  a
conclusive determination for other purposes.

     As of September 20, 2000, the  registrant  had 23,306,500  shares of common
stock outstanding
<PAGE>
                           THE REGENCY GROUP, LIMITED
                        2000 ANNUAL REPORT ON FORM 10-KSB
                                TABLE OF CONTENTS

                                     PART I

                                                                            PAGE
                                                                            ----

Item 1.  Business..........................................................   3
Item 2.  Property..........................................................  10
Item 3.  Legal Proceedings.................................................  10
Item 4.  Submission of Matters to a Vote of Security Holders...............  10

                                 PART II

Item 5.  Market for Common Equity and Related Stockholder's Matters........  11
Item 6.  Management's Discussion and Analysis of Financial Condition
          and Results of Operations........................................  11
Item 7.  Financial Statements..............................................  16
Item 8.  Changes in and Disagreements with Accountants and Financial
          Disclosure.......................................................  29

                                PART III

Item 9.  Directors, Executive Officers, Promoters, and Control Persons.....  30
Item 10. Executive Compensation ...........................................  30
Item 11. Security Ownership of Certain Beneficial Owners and Management....  31

                                 PART IV

Item 12. Exhibits, Financial Statement Schedules and Reports on Form 8-K...  33

Signatures ................................................................  34

                                      -2-
<PAGE>
                                     PART I

ITEM 1. BUSINESS

     WE MAKE MANY STATEMENTS IN THIS ANNUAL REPORT, SUCH AS STATEMENTS REGARDING
OUR PLANS,  OBJECTIVES,  EXPECTATIONS AND INTENTIONS,  WHICH ARE FORWARD LOOKING
STATEMENTS  WITHIN THE MEANING OF SECTION 27A OF THE  SECURITIES ACT AND SECTION
21E OF THE EXCHANGE  ACT. WE MAY IDENTIFY  THESE  STATEMENTS BY THE USE OF WORDS
SUCH  AS  "BELIEVE",  "EXPECT",  "ANTICIPATE",   "INTEND",  "PLAN"  AND  SIMILAR
EXPRESSIONS.   THESE  FORWARD-LOOKING   STATEMENTS  INVOLVE  SEVERAL  RISKS  AND
UNCERTAINTIES. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED
IN THESE  FORWARD-LOOKING  STATEMENTS AS A RESULT OF VARIOUS FACTORS,  INCLUDING
THOSE WE DISCUSS IN "RISK  FACTORS" AND ELSEWHERE IN THIS ANNUAL  REPORT.  THESE
FORWARD-LOOKING  STATEMENTS SPEAK ONLY AS OF THE DATE OF THIS ANNUAL REPORT, AND
WE CAUTION YOU NOT TO RELY ON THESE  STATEMENTS  WITHOUT  ALSO  CONSIDERING  THE
RISKS AND  UNCERTAINTIES  ASSOCIATED  WITH  THESE  STATEMENTS  AND OUR  BUSINESS
ADDRESSED IN THIS ANNUAL REPORT.

OVERVIEW

     The Regency  Group,  Limited  (Regency)  is a  technology-based  investment
company  focusing  on the  Internet-economy.  The Company  was  incorporated  in
February of 1999. Based in Scottsdale,  Arizona, the firm has interests in three
companies that are developing key emerging technologies. Regency's main focus is
developing Internet,  broadband,  and telephony technology companies with a view
towards  enhancing their value as potential  take-over targets or through taking
them public.  Regency provides financial,  management,  and technical support as
needed.  Regency Group companies may be majority-owned,  or the beneficiaries of
strategic investment capital by the company. We believe we are positioned to act
promptly on potential opportunities.

     With the  acquisition  of its wholly owned  subsidiary  e-River  Marketing,
Regency's day-to-day operations will be based on a set of core competencies that
focus  on the  buying,  selling  and  manufacturing  of  computer  and  consumer
electronics.  E-Rivers business divisions supply consumer  electronics goods and
information,  sales services  featuring  exclusive and regional  agreements with
various  technology-oriented  manufacturers  and in-house studio design services
for custom  business-to-business  web  applications.  Through  it's  affiliates,
Regency  provides  single  source  solutions  for web  sites,  ad  agencies  and
advertisers seeking the best in Internet  advertising  expenditure activity data
as well as marketing products, services and business opportunities to home based
business consumers.

STRATEGY

     Our strategy is to provide technology based business-to-business e-commerce
solutions,   web-marketing  services,   electronics  manufacturing,   sales  and
managerial  expertise.  We have made  investments  in  technology  companies and
formed strategic relationships that we believe position us to be competitive. We
apply our business  philosophy  and  expertise  to deliver a compelling  menu of
services to our  clients.  We  continually  review  investment  and  development
opportunities  that are consistent with our core strategy.  During the past year
Regency  entered into an agreement to acquire e-River  Marketing,  Inc. and made
significant investments in AdZone Interactive and ClickIncomes.com.

                                e-RIVER MARKETING

     e-River  Marketing  provides a business model that  significantly  enhances
Regency's  operations  by providing an exclusive  launching pad for many new and
forthcoming partnerships,  alliances, and investments.  The Company offers a set
of well-rounded,  technological,  and diversified  business-to-business commerce
solutions.  The five core computer profit centers  consisting of (1) storage and
duplication manufacturing, (2) distribution, (3) manufacturing sales agreements,
(4) intermediary services and (5) Internet applications and development.

     e-River's  network  of  manufacturers,   sales   representatives,   product
intermediaries,  buyers,  and  internet  commerce  developers  have the combined
experience  of over 76 years in  bringing  value to the  shelves of mass  retail

                                      -3-
<PAGE>
outlets,  internet outlets,  and  distributors.  We believe that the addition of
e-River Marketing  represents a unique opportunity to significantly  enhance the
operations  of the Company in the  following  ways:

     *    By fully exploiting the computer and consumer electronic markets;
     *    By remaining on the  forefront of  inter-connectivity  with respect to
          product sourcing and pricing;
     *    By  manufacturing  profitable/industry  leading  alternatives  for the
          newest media duplication products;
     *    By  continuing to challenge in creative and  profitable  ways today's,
          and future, selling mediums;
     *    By using market  knowledge,  inter-connectivity,  and varying  selling
          mediums  to  assist  our   clients  in   exceeding   their  sales  and
          profitability goals;
     *    By utilizing our industry  experience  in a positive and  constructive
          manner and gaining industry-wide respect.

e-River consists of the following divisions: TSI, DealUpdate,  The West Edge and
e-River Studios.

     TSI:
     The TSI division of e-River  Marketing  focuses on the manufacturing of CSI
storage subsystems and has fully evolved to today's technologies. The division's
technologies  center around Fire Wire, USB, and SCSI with  stand-alone  products
like Compact Disc  Duplicators,  DVD, and portable  Hard Drives.  TSI  currently
manufactures 4x and 8x stand-alone disc  duplicators in single,  quad, and other
multiple drive  configurations;  and, new licensing  agreements and technologies
are in place to bring newer rounds of related  technology into the  marketplace.
Many of the  Disc-Duplicators  are geared for both for the Consumer  Electronics
and  Computer   industries.   Channels  of   distribution   include;   "Online",
"Brick-and-Mortar",  Corporate,  and Government  clients.  Products are centered
around  computer-oriented  solutions  and  consumer  electronics  goods as well.
Current customers include PC Zones,  Egghead and HandTech,  and we are currently
in negotiations to add others.

     DEALUPDATE:
     The DEALUpdate  division supplies  computer and consumer  electronics goods
and  informational  services.  Employees have over 75 years of  experience.  The
recent  launch of the  supporting  DEALUpdate  web site is designed to bring its
business partners time sensitive products and commodities and information in the
most efficient  manner  possible.  Its proprietary  DEALUpdate  "DealTicker" and
"CommoditiesTracker"  tools (TradeMarks  pending),  provide DEALUpdate's Trading
Partners  the latest  information  streaming  to them much like a stock  ticker.
Information tracked includes memory, CPU's hard drives,  monitors, and more. The
site is designed to assist in finding  product  information  for  purchasing and
selling  products  on-line while  keeping them  in-touch  with  up-to-the-minute
pricing.   DEALUpdate's   core   clientele  are  "Online"   Retailers,   Systems
Integrators, Distributors, Small to Large Wholesalers, Corporate, and Government
accounts. Current customers include; Egghead, PC Zones, HandTech,  WorldNet, and
more.

     THE WEST EDGE:
     The West  Edge  division  is a group of sales  agents  with  exclusive  and
regional  agreements  with  various  technology  oriented  Manufacturers.  These
contractual  agreements  provide  access to  today's  newest  technologies  from
leaders in the  industry.  The West Edge  Group's  sales  activities  provides a
significant revenue stream to e-River Marketing. Current lines of representation
include;  Scanport/Microtek  Scanners,  Gem Monitors,  ECS Computer  Systems and
Motherboards,  Cyber  Acoustics  Speaker  and  Speech  Recognition  Accessories,
DataRight Disc Media, Cadmus Micro PCMCIA products,  and more. Current customers
are Costco, Fred Meyer, Fry's Electronics,  Future Shop Canada,  Amazon.com,  PC
Zones, Egghead, HandTech, Worldnet, and other smaller accounts.

     e-RIVER STUDIOS:
     Our in-house  design  studio  develops  custom  websites.  e-River  Studios
focuses on simple,  innovative  designs that are fast and easy to use and serves
manufacturing,  corporate,  and commerce oriented clientele.  We provide premium
quality  website  consulting,   design,  and  implementation  services  for  our
clientele.  Past clients include;  Cyber Acoustics,  Schmitt Industries,  Oregon
Realty, Cofan, SharDan International and more.

                                      -4-
<PAGE>
                               ADZONE INTERACTIVE

     AdZone  Interactive  is a  single  source  solution  provider  for Web Site
hosting providers,  Ad Agencies and Advertisers who require current  information
about Internet advertising activity data. The Company's team of experts includes
programmers,  business  executives  and  scientists  who have created a suite of
databases  which can be  searched  extensively  to create a wide array of timely
information and reports. The Company's  proprietary NetGet technology,  monitors
the top 2000+  International  web sites 24 hours a day for  content,  frequency,
brand,  creative  executions,  advertiser and date. This  information is updated
hourly and available  almost  immediately with their Online  Interactive  AdZone
Reporter.

     AdZone  Interactive 's team of experts can also produce  customized reports
from  existing  data  sources or even create a custom set of data by  monitoring
virtually any set of specified web sites.  AdZone  Interactive  does not rely on
small   sampling  or  outdated   information.   It  constantly   monitors  2000+
International  web sites and thousands of  advertisers to give the most complete
and up to  date  picture  of this  dynamically  changing  marketplace.  AdZone's
services are not limited to simply reporting Internet  information,  but extends
to customizable  formats plus graphs and charts.  All data is exportable for use
with  spreadsheets  and  documents.  Its  unique  technology  produces  the most
accurate and in-depth look at Internet advertising available today.

     NetGet,  the Company's  proprietary  Computerized  Advertising  Information
Retrieval technology monitors top web sites on the Internet around the clock for
content,  frequency,  brand,  creative  executions,  advertiser  and date.  This
information is updated hourly and available  almost  immediately with its Online
Interactive  AdZone Reporter.  Its proprietary  highly accurate data collection,
collation  and  reduction  methods were created with the needs of the  demanding
Internet  community in mind.  The Online  AdZone  Interactive  Reporter is a new
technology  created by a highly  skilled staff of Internet  experts.  The online
reports  include  detailed  information  on  the  frequency,   expenditures  and
impressions from the various advertisers and categories.

     AdZone  Interactive's  service  includes  a  sophisticated   database  that
provides crucial advertising  activity data for the most frequented sites on the
Internet.  The  websites  monitored  account  for more than 95% of all  Internet
advertising  revenue.  The Company not only measures web publications and search
engines,  but also  monitors  online  services  sites  such as AOL and MSN.  The
monitoring includes all banners, text ads, keywords, links, buttons and pop-ups.
Our  database  has  information  on more than  70,000  websites  and can provide
detailed  monthly reports from the top sites in the database.  This  information
includes parent company, brand, expenditures and site information.

     Data is collected  through the use of proprietary  technology that monitors
various   Internet  sites  and  the  database  is  updated  daily  with  current
information.  The  proprietary  NetGet  technology,  a computerized  advertising
information  retrieval  system,  monitors  top web  sites  on the  internet  for
content,  frequency,  brand,  creative  executions,  advertiser  and date.  This
information is collected  around the clock,  updated hourly and available almost
immediately with the Online AdZone Interactive Reporter. Each site's advertising
profile is  carefully  monitored  and updated to reflect the dynamic  changes in
advertising structure.  The process monitors advertisers,  frequency,  brand, as
well as timing  information  and  information is tabulated and  integrated  with
current rate and activity  data to generate  complete,  accurate and  up-to-date
reports.

                                CLICKINCOMES.COM

     ClickIncomes.com  is an internet  based company  specializing  in marketing
products,   services  and  selected  business  opportunities  to  home  business
consumers and small  businesses.  Through direct and affiliate  based  marketing
utilizing the Company's web portal,  ClickIncomes.com,  the Company  targets the
emerging market for business and income opportunity consumers. The recent growth
in the ranks of home based  businesses  coupled with the explosive growth of the
Internet,  creates the  opportunity  for  alternative  part-time  and  full-time
businesses.  Furthermore, the growth and visibility of e-commerce businesses has
fueled demand for Internet based opportunities for generating income.

                                      -5-
<PAGE>
     ClickIncomes.com  targets the  business-to-consumer  market,  estimated  to
include over 30 million  households and millions of small businesses by focusing
on  income  and  business  opportunity  seekers  on the  Internet.  Through  its
affiliate network and direct marketing,  the Company provides consumers with the
ability to easily  locate  business  and income  opportunities  quickly  through
affiliate links and business opportunity  listings.  In addition,  consumers can
participate in the Company's business opportunity through the sale of customized
"Clickincomes  commerce" web sites to promote either their existing  business or
other  business  opportunities  that  they  can  select  from  ClickIncomes.com.
Furthermore, they can participate in an innovative sales-lead marketing program,
where they can purchase or sell  qualified  sales leads of  individuals  who are
actively  seeking  to make  money on the web.  Consumers  can make  money at the
ClickIncomes.com  web site simply by choosing selected affiliate programs,  such
as  an  internet  bank  card  promotion,   or  through  referral  of  others  to
money-making  affiliate  programs,  or by  simply  taking  advantage  of  income
available  through  affiliate  and  network  based  marketing  of the  Company's
products.  These  services are the first phase of the company's  plan to provide
diversified income opportunities for ClickIncomes.com  customers simply with the
click of a mouse button at the Company's site.

EXPAND OUR PRODUCTS AND SERVICES INTO OTHER AREAS

     We intend to  provide  our  customers  with  access  to  premier  business-
to-business and business-to-consumer e-commerce solutions, at any time, from any
Internet  enabled  device.  We have  invested  substantial  resources to develop
advanced  technology and web sites that  facilitate our business  model.  As new
technologies  and  business  opportunities  arise,  we intend to select the most
promising  ideas,  incorporate  them  into our  business  model  and  make  them
available to our customer base.

EMPLOYEES

     As of June 30, 2000, Regency had 2 full-time  employees excluding temporary
personnel and  consultants.  The  acquisition  of e-river  Marketing will add an
additional ten full-time  employees.  None of our employees are represented by a
labor union,  and we consider our relations  with our employees to be good.  Our
ability to achieve our financial  and  operational  objectives  depends in large
part upon the  continued  service of our  senior  management  and key  technical
personnel  and our  continuing  ability to attract and retain  highly  qualified
technical and managerial personnel.  Competition for such qualified personnel in
our  industry  and  geographical  location  in the  Phoenix/Scottsdale  area  is
intense.  Our future  success  depends on our  ability  to  attract,  retain and
motivate highly skilled employees.

RICK FACTORS

     THE  RISKS  DESCRIBED  BELOW  ARE NOT THE ONLY  ONES  FACING  OUR  COMPANY.
ADDITIONAL RISKS NOT PRESENTLY KNOW TO US, OR THAT WE CURRENTLY DEEM IMMATERIAL,
MAY ALSO IMPAIR OUR BUSINESS  OPERATIONS.  OUR BUSINESS,  FINANCIAL CONDITION OR
RESULTS OF OPERATIONS COULD BE SERIOUSLY HARMED BY ANY OF THESE RISKS;  AND, THE
TRADING  PRICE OF OUR COMMON STOCK COULD ALSO DECLINE DUE TO ANY OF THESE RISKS.
WE MAY FAIL TO INTEGRATE  OUR BUSINESS  TECHNOLOGIES  WITH THE  TECHNOLOGIES  OF
E-RIVER AND OTHER COMPANIES WE HAVE RECENTLY ACQUIRED OR MAY ACQUIRE.

              WE HAVE INCURRED AND EXPECT TO INCUR OPERATING LOSSES

     Regency was incorporated  and commenced  operations in February of 1999 and
has incurred  losses in its initial years of operations.  As of June 30, 2000 we
had an accumulated deficit of approximately $394,000 which includes depreciation
and  amortization   and  the  cost  and  amortization  of  acquisition   related
intangibles.  In addition,  we currently intend to increase capital expenditures
and  operating  expenses in order to expand  lines of products  and  services to
potential  clients  and  customers.  As a result of the  acquisition  of e-River
Marketing and our  investments  in AdZone and  ClickIncomes.com,  it is possible
that we will incur additional  non-cash charges  including those relating to the
amortization of goodwill and other intangible assets in the future. Therefore we
anticipate that we will incur additional losses in the future.

                                      -6-
<PAGE>
                       RISKS RELATED TO REGENCY'S BUSINESS

     We  have  completed  a  major  acquisition  and  made  several  significant
investments recently. We intend to pursue additional acquisitions in the future.
If we fail to integrate these  businesses,  our quarterly and annual results may
be adversely affected. Integrating acquired organizations, products and services
could be expensive, time-consuming and a strain on our resources. Risks we could
face with respect to acquisitions include:

     *    The  difficulty in integrating  acquired  technology and rights in our
          services;
     *    The  difficulty  of   assimilating   the  personnel  of  the  acquired
          companies;
     *    The  difficulty  of  coordinating   and  integrating   geographically-
          disbursed operations;
     *    Our ability to retain customers of an acquired company;
     *    The potential  disruption of our ongoing  business and  distraction of
          management;
     *    The maintenance of brand recognition of acquired businesses;
     *    The failure to successfully develop acquired in-process technology;
     *    Unanticipated expenses related to technology integration;
     *    The maintenance of uniform standards,  corporate  cultures,  controls,
          procedures and policies;
     *    The  impairment  of  relationships  with  employees and customers as a
          result of the integration of new management personnel.

     In addition, we may be unable to identify future acquisition targets and we
may be unable to complete future acquisitions on reasonable terms.

               RECENTLY ACQUIRED BUSINESSES MAY NOT BE SUCCESSFUL

     We have recently acquired and made significant  investments in companies in
early  stages  of  development  and  with  unproven  business  models.  Acquired
features,  functions,  products or services may not achieve  market  acceptance.
During  the first  quarter  of 2000 we  finalized  our  acquisition  of  e-River
Marketing  and have  made  significant  investments  in AdZone  Interactive  and
ClickIncomes.com,  and we expect to make additional acquisitions and investments
in  several  other  companies  in the  future.  These  companies  have  specific
technologies  and  other  capabilities  that we may not be able to  successfully
integrate  with our  existing  products or services  or  transition  to existing
e-commerce  platforms.  As a result  we may  incur  unexpected  integration  and
product development  expenses that could harm our results of operations.  We may
also be required to record  charges to operations  related to the  impairment of
acquired technologies or other intangible assets.

  OUR QUARTERLY OPERATING RESULTS MAY FLUCTUATE BECAUSE OF A NUMBER OF FACTORS

     Our quarterly  operating results may fluctuate  significantly in the future
as a result of a variety of factors,  many of which are outside of our  control.
These factors include:

     *    The level of usage of the  Internet in general and use of web sites in
          particular;
     *    General economic conditions;
     *    Seasonal  nature  during  the  year of  demand  for our  products  and
          services;
     *    Timing of marketing expenditures to promote our products and services;
     *    The introduction of new products and services by our competitors;
     *    The addition of loss of clients and customers;
     *    Costs incurred with respect to acquisitions and investments.

     Due to all of the  foregoing  factors  and other  risks  described  in this
section, you should not rely on quarter-to-quarter comparisons of our results of
operations as an indication of future performance,  particularly in light of the
acquisitions and investments that we have completed. It is possible that in some
future periods our results of operations may be below the expectations of public
market analysts and investors.  In this event, the price of our common stock may
fall.

                                      -7-
<PAGE>
  WE MUST DEVELOP AND MAINTAIN THE AWARENESS OF OUR BRANDS TO ATTRACT CUSTOMERS

     Maintaining  and   strengthening   our  brands  is  critical  to  achieving
widespread acceptance of our products and services by our clients and customers,
particularly  in light of the  competitive  nature of the market.  Promoting and
positioning  our brand  will  depend  largely on the  success  of our  marketing
efforts,  and our  ability  to provide  high  quality  services.  We may find it
necessary to increase our marketing  budget or otherwise  increase our financial
commitment  to creating  and  maintaining  brand  loyalty  among our clients and
customers.  If we fail to promote  and  maintain  our brands or incur  excessive
expenses in an attempt to promote and maintain our brands our business  could be
harmed.

       OUR EQUITY INVESTMENTS IN OTHER COMPANIES MAY NOT YIELD ANY RETURNS

     We have made equity  investments in other companies.  These investments are
in the form of illiquid securities of private companies.  These companies are in
the early stages of their growth and may be expected to incur operating  losses.
Our  investments in these  companies may not yield any return.  Furthermore,  if
these  companies  are  not  successful,   we  could  incur  charges  related  to
write-downs  or  write-offs  of assets.  We also record and continue to record a
share of the net losses in some of these  companies,  up to our cost  basis,  if
they are our affiliates.  We intend to continue to invest in illiquid securities
of private  companies  and in joint  ventures in the  future.  Losses or charges
resulting from these investments could harm our operating results.

             WE MAY BE LIABLE FOR OUR LINKS TO THIRD-PARTY WEB SITES

     We could be exposed to liability with respect to the  third-party web sites
that may be  accessible  through our  services.  These claims may allege,  among
other things,  that by linking to web sites operated by third parties, we may be
liable for copyright or trademark  infringement or other unauthorized actions by
third parties  through  these web sites.  Other claims may be based on errors or
false or misleading  information provided by our services. Our business could be
harmed due to the cost of investigating and defending these claims,  even to the
extent these types of claims do not result in liability.

               WE MAY FACE POTENTIAL LIABILITY FROM OUR ELECTRONIC
                   COMMERCE-RELATED ADVERTISING ARRANGEMENTS

     Some of our advertising  relationships provide that we may receive payments
based on the amount of goods or services  purchased by consumers  clicking  from
our services to the seller's web site. These arrangements may expose us to legal
risks and  uncertainties,  including  potential  liabilities to consumers of the
advertised products and services. Although we carry general liability insurance,
our insurance may not cover potential claims of this type or may not be adequate
to indemnify us from all liability that may be imposed.  Some of the liabilities
that may result from these arrangements include:

     *    Potential  liabilities for illegal activities that may be conducted by
          the sellers;
     *    Product  liability or other tort claims  relating to goods or services
          sold through third-party e-commerce sites;
     *    Claims for consumer fraud and false or deceptive  advertising or sales
          practices;
     *    Breach of contract claims relating to purchases;
     *    Claims  that items  sold  through  these  sites  infringe  third-party
          intellectual property rights.

     Even to the  extent  these  types  of  claims  do not  result  in  material
liability, investigating and defending these claims could harm our business.

                                      -8-
<PAGE>
 WE MAY BE SUBJECT TO INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS THAT ARE COSTLY
TO DEFEND AND COULD LIMIT OUR ABILITY TO USE CERTAIN TECHNOLOGIES IN THE FUTURE

     Many  parties are actively  developing  Internet-related  technologies.  We
believe  that  these  parties  will  continue  to take  steps to  protect  these
technologies,  including seeking patent protection. As a result, we believe that
disputes  regarding the ownership of these  technologies  are likely to arise in
the future. From time to time, parties assert patent infringement claims against
us in the form of  letters,  lawsuits  and  other  forms of  communications.  In
addition to patent  claims,  third parties may assert claims against us alleging
infringement  of  copyrights,  trademark,  rights,  trade secret rights or other
proprietary rights or alleging unfair competition.

     We  may  incur  substantial   expenses  in  defending  against  third-party
infringement  claims  regardless  of the merit of the claims,  In the event that
there is a  determination  that we have  infringed  on  third-party  proprietary
rights we could incur substantial monetary liability and be prevented from using
the rights in the future.

            OUR FUTURE DEPENDS ON OUR ABILITY TO ATTRACT, RETAIN AND
                       MOTIVATE HIGHLY SKILLED EMPLOYEES

     Our future success  depends on our ability to attract,  retain and motivate
highly skilled employees.  Competition for employees in the e-commerce  industry
is  intense,  particularly  in  Phoenix/Scottsdale  where we are  headquartered.
Additionally,  it is often more difficult to attract  employees once a company's
stock is publicly  traded  because the exercise  price of equity  awards such as
stock options are based on the public market,  which is highly volatile.  We may
be unable to attract,  assimilate or retain other highly qualified  employees in
the future. We have from time to time experienced,  and we expect to continue to
experience  in the future,  difficulty in hiring and  retaining  highly  skilled
employees with appropriate  qualifications.  Furthermore,  certain key employees
possess  marketing,  technical  and other  expertise,  which is important to the
operations of our business,  and if these employees leave, we may not be able to
replace them with employees possessing comparable skills.

  GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES RELATING TO THE INTERNET COULD
                     HINDER THE POPULARITY OF THE INTERNET

     NEW INTERNET AND PRIVACY LAWS.  There are currently few laws or regulations
that specifically regulate communications or commerce on the Internet.  However,
laws and  regulations  may be adopted in the future that address  issues such as
user privacy,  pricing,  content and the  characteristic and quality of products
and services. For example:

     *    The United States  Federal  government  and various state  governments
          have proposed  limitations on the  collections  and use of information
          regarding  Internet users. In October 1998, the European Union adopted
          a directive  that may result in  limitations on our ability to collect
          and use information regarding Internet users in Europe;
     *    A portion of the  Telecommunications  Act,  which has since been ruled
          unconstitutional,  sought to prohibit  transmitting  certain  types of
          information and content over the Internet.

Moreover,  it may take several years to determine  the extent to which  existing
laws relating to issues such as property ownership,  libel, and personal privacy
are  applicable to the  Internet.  Any new laws or  regulations  relating to the
Internet could harm our business.

     TAX LAWS:  The tax  treatment of the Internet  and  electronic  commerce is
currently unsettled.  A number of proposals have been made at the federal, state
and local level that could  impose  taxes on the sale of goods and  services and
certain other Internet activities.  Our business may be harmed by the passage of
laws in the  future  imposing  taxes or other  burdensome  regulation  on online
commerce.

     OTHER JURISDICTIONS: Because our services are available in multiple states,
these  jurisdictions may claim that we are required to qualify to do business as
a  foreign  corporation  in each of these  states.  If we file to  qualify  as a
foreign  corporation in a jurisdiction  where we are required to do so, we could
be subject to taxes and penalties.

                                      -9-
<PAGE>
          OUR BUSINESS DEPENDS ON THE CONTINUED GROWTH IN INTERNET USE

     We  operate in a new and  rapidly  evolving  market.  Our  business  may be
adversely  affected if usage of the Internet or other online  services  does not
continue to grow. This growth could be hindered by a number of factors including
the adequacy of the Internet's  infrastructure  to meet increased  usage demand,
privacy and security concerns and the availability of  cost-effective  services.
Any of these issues could cause the Internet's  performance or level of usage to
decline.

     PROTECTION OF OUR INTELLECTUAL PROPERTY RIGHTS IS COSTLY AND DIFFICULT

     We regard our  intellectual  property,  including our patents,  copyrights,
trademark,  trade secrets, and similar intellectual  property as critical to our
success.  We rely upon  patents,  trademark  and  copyright  law,  trade  secret
protection and confidentiality and license agreements to protect our proprietary
rights.  We cannot  guarantee  that the steps that we have taken to protect  our
proprietary rights will be adequate.

       FUTURE ACQUISITIONS DEPEND ON THE CONTINUED GROWTH IN INTERNET USE

     We have  typically  paid for our  acquisitions  by  issuing  shares  of our
capital stock. In the future, we may effect other large or small acquisitions by
using stock, and this will dilute our stockholders.  We may also use cash to buy
companies or technologies in the future and we may need to incur additional debt
to pay for these  acquisitions.  Acquisition  financing  may not be available on
favorable  terms or at all. In addition,  we will likely be required to amortize
significant  amounts of goodwill and other intangible  assets in connection with
future  acquisitions,  which  will  have a  material  effect on our  results  of
operations.

                            WE MUST MANAGE OUR GROWTH

     Our growth,  recent  acquisition and investments  have placed a significant
strain on our managerial,  operational, and financial resources. In addition, we
plan to  continue  to hire  additional  personnel.  To manage our growth we must
continue to implement and improve our operational  and financial  systems and to
expand,  train and manage our  employee  base.  Any failure to manage our growth
effectively could harm our business.

ITEM 2. PROPERTY

     We are moving to facilities  consisting of approximately  6,000 square feet
in  Scottsdale,  Arizona,  which  we will  occupy  under  a  5-year  lease.  Our
headquarters  facilities  are located in buildings  constructed  during 1999. We
believe that our existing  facilities will be adequate to accommodate our growth
for the foreseeable future.

ITEM 3. LEGAL PROCEEDINGS

     The Regency Group, Limited was not involved in any legal proceedings during
the period covered by this filing.

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

     The  following  matters were  submitted  to a vote of security  holders and
approved in the quarter ending June 30, 2000:

     *    To change the name of the Company to Regency Group, Limited;
     *    To increase the number of authorized common shares to 50 million
     *    To approve a 10 for 1 stock split on common stock
     *    To  transact  any other  business  that may  properly  come before the
          meeting or any adjournment of the meeting.

                                      -10-
<PAGE>
                                     PART II

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

                    MARKET FOR THE REGISTRANT'S COMMON EQUITY

     Regency  Group,  Limited's  common stock  trades on the OTC bulletin  board
under the symbol "RGNC." The following  table sets forth,  on a per share basis,
the high and low sales  prices of the  Company's  common  stock for the  periods
indicated  as reported by the NASDAQ  National  Market.  The prices in the table
have been  adjusted to reflect a 10 for 1 stock split  approved on February  28,
2000.

                                                                 HIGH      LOW
                                                                 ----      ---
FISCAL YEAR ENDED DECEMBER 31, 1999 *
   Quarter ended March 31, 1999................................   N/A       N/A
   Quarter ended June 30, 1999.................................   N/A       N/A
   Quarter ended September 30, 1999............................   N/A       N/A
   Quarter ended December 31, 1999.............................   N/A       N/A

SIX MONTHS ENDED JUNE 30, 2000 **                                 N/A       N/A
   Quarter ended March 31, 2000................................   N/A       N/A
   Quarter ended June 30, 2000.................................  2.56      1.75

----------
*  Regency Group, Limited commenced operations in February of 1999
** New fiscal year-end

     As of June 30, 2000 there were 143  stockholders  of record.  We have never
declared or paid cash  dividends on our common  stock.  We  presently  intend to
retain future earnings, if any, for use in our business, and therefore we do not
anticipate  paying any cash  dividends on our capital  stock in the  foreseeable
future.

                               RECENT STOCK SPLIT

     On February 28, 2000 the board of Directors declared a 10 for 1 stock-split
for shareholders of record on February 28, 2000.


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

     THE  FOLLOWING  DISCUSSION  AND  ANALYSIS OF OUR  FINANCIAL  CONDITION  AND
RESULTS  OF  OPERATIONS  SHOULD  BE  READ  IN  CONJUNCTION  WITH  THE  FINANCIAL
STATEMENTS  AND RELATED NOTES  CONTAINED IN ITEM 8 OF THIS ANNUAL  REPORT.  THIS
DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A
OF THE SECURITIES ACT AND SECTION 21E OF THE EXCHANGE ACT. WE MAY IDENTIFY THESE
STATEMENTS  BY THE USE OF  WORDS  SUCH  AS  "BELIEVE",  "EXPECT",  "ANTICIPATE",
"INTEND",  "PLAN" AND  SIMILAR  EXPRESSIONS.  THESE  FORWARD-LOOKING  STATEMENTS
INVOLVE  SEVERAL  RISKS AND  UNCERTAINTIES.  OUR  ACTUAL  RESULTS  COULD  DIFFER
MATERIALLY  FROM THOSE  ANTICIPATED  IN THESE  FORWARD-LOOKING  STATEMENTS  AS A
RESULT OF  VARIOUS  FACTORS,  INCLUDING  THOSE  PREVIOUSLY  DESCRIBED  UNDER THE
CAPTION  "RISK  FACTORS" IN " ITEM 1.  BUSINESS"  ABOVE.  THESE  FORWARD-LOOKING
STATEMENTS  SPEAK ONLY AS OF THE DATE OF THIS ANNUAL REPORT,  AND WE CAUTION YOU
NOT TO  RELY  ON  THESE  STATEMENTS  WITHOUT  ALSO  CONSIDERING  THE  RISKS  AND
UNCERTAINTIES  ASSOCIATED  WITH THESE  STATEMENTS AND OUR BUSINESS  ADDRESSED IN
THIS ANNUAL REPORT.

                                      -11-
<PAGE>
OVERVIEW

     Regency Group, Limited, is a managed technology investment company based in
Scottsdale,  Arizona. The firm has interests in a diverse portfolio of companies
having  industry  leadership  or  which  are  developing  emerging   technology.
Regency's core focus is to develop Internet, broadband, and telephony technology
companies,  with a view towards  enhancing  their value as  potential  take-over
targets or  through  taking  them  public.  Regency  Group  provides  financial,
management,  and technical  support as needed.  Regency  Group  companies may be
majority-owned, or beneficiaries of strategic investment capital by the company.
The company is positioned to act immediately on  opportunities  and maximize its
investments.

     With the  acquisition  of its wholly owned  subsidiary  e-River  Marketing,
Regency's  day-to-day  operations  will be focused on the  buying,  selling  and
manufacturing of computer and consumer  electronics.  E-River's TSI division has
been one of the best known developers of peripherals for personal computers. The
other   divisions  of  the  Company  supply  consumer   electronics   goods  and
information,  sales services  featuring  exclusive and regional  agreements with
various  technology-oriented  manufacturers  and in-house studio design services
for custom  business-to-business  web  applications.  Through  it's  affiliates,
Regency  provides  single  source  solutions  for web sights,  ad  agencies  and
advertisers seeking the best in Internet  advertising  expenditure activity data
as well as marketing products, services and business opportunities to home based
business consumers.

     MARKETING SERVICES

     e-River Marketing provides a business model that significantly enhances the
operations  of Regency  Group  Limited by providing a launching pad for many new
and forthcoming partnerships,  alliances, and investments.  The Company offers a
set of technology  focused,  and diversified  B2B commerce  operations with five
core computer and consumer electronics profit centers consisting of; storage and
duplication   manufacturing,   distribution,   manufacturing  sales  agreements,
intermediary  services,  and Internet  applications and  development.  e-River's
network of manufacturers, sales representatives, product intermediaries, buyers,
and internet commerce  developers have the combined  experience of over 76 years
in providing  additional  value to the shelves of mass retail outlets,  internet
outlets, and distributors.

     COMPUTER PERIPHERALS

     The TSI division of e-River  Marketing  focuses on the manufacturing of CSI
storage subsystems and has fully evolved to today's technologies. The division's
technologies  center around Fire Wire, USB, and SCSI with  stand-alone  products
like Compact Disc  Duplicators,  DVD, and portable  Hard Drives.  TSI  currently
manufactures 4x and 8x stand-alone disc  duplicators in single,  quad, and other
multiple drive  configurations;  and, new licensing  agreements and technologies
are in place to bring newer rounds of related  technology into the  marketplace.
Many of the  Disc-Duplicators  are geared for both for the Consumer  Electronics
and  Computer   industries.   Channels  of   distribution   include;   "Online",
"Brick-and-Mortar",  Corporate,  and Government  clients.  Products are centered
around computer-oriented solutions and consumer electronics goods as well.

     COMPUTER AND CONSUMER ELECTRONIC GOODS AND INFORMATION SERVICES

     e-River's  DEALUpdate  division supplies computer and consumer  electronics
goods and  informational  services with a combined team experience level of over
75 years. The recent launch of the supporting DEALUpdate web site is designed to
bring its business partners time sensitive  products/commodities and information
in the most efficient manner possible. Its proprietary  DEALUpdate  "DealTicker"
and  "CommoditiesTracker"   tools  (TradeMarks  pending),  provide  DEALUpdate's
Trading  Partners  the latest  information  streaming  to them much like a stock
ticker.  Information tracked includes memory, CPU's, hard drives,  monitors, and
more.  The site is designed to assist its  current  partners in finding  product
information not only for selling  products,  but for purchasing  on-line as well
while keeping them in touch with up-to-the-minute pricing.

                                      -12-
<PAGE>
     SALES:

     The West Edge division of e-River is a group of sales agents with exclusive
and regional  agreements with various technology oriented  Manufacturers.  These
contractual  agreements provide access to today's newest  technologies from some
of the  industries  newest  technology  leaders.  The West  Edge  Group's  sales
activities provide a significant  revenue stream to e-River  Marketing.  Current
lines of representation include;  Scanport/Microtek  Scanners, Gem Monitors, ECS
Computer  Systems  and   Motherboards,   Cyber  Acoustics   Speaker  and  Speech
Recognition Accessories, DataRight Disc Media, Cadmus Micro PCMCIA products, and
more.

     WEB DESIGN:

     e-River's in-house design studio develops custom websites.  e-River Studios
focuses on simplistic,  mold-breaking  designs that are fast and easy to use and
serves manufacturing, corporate, and commerce-oriented clientele.

AFFILIATE SERVICES:

     ADZONE INTERACTIVE

     AdZone  Interactive is a single source  solution for Web Sites, Ad Agencies
and Advertisers seeking Internet  advertising  activity data. The Company's team
of experts  includes  programmers,  business  executives and scientists who have
created a suite of databases which can be searched  extensively to create a wide
array of  informative  and timely  reports.  The  Company's  proprietary  NetGet
technology  monitors  the top 2000+  International  web sites 24 hours a day for
content,  frequency,  brand,  creative  executions,  advertiser  and date.  This
information is updated hourly and available  almost  immediately with its Online
Interactive AdZone Reporter.

      AdZone Interactive's  service also includes a sophisticated  database that
provides crucial advertising  activity data for the most frequented sites on the
Internet.  It tracks over 2000 Internet  sites.  This pool of sites accounts for
more than 95% of all Internet advertising revenue. The Company not only measures
web  publications  and search  engines,  but also monitors online services sites
such as AOL and MSN. The monitoring  includes all banners,  text ads,  keywords,
links,  buttons and pop-ups.  Our database has  information  on more than 70,000
websites  and can provide  detailed  monthly  reports  from the top sites in the
database. This information includes parent company, brand, expenditures and site
information.

     CLICKINCOMES.COM

     ClickIncomes.com  targets the  business-to-consumer  market,  estimated  to
include over 30 million households and millions of small businesses by targeting
income and  business  opportunity  seekers  on the  Internet  through  affiliate
network and direct marketing. The Company's web site provides consumers with the
ability to easily  locate  business  and income  opportunities  quickly  through
affiliate links and business opportunity  listings.  In addition,  consumers can
participate in the Company's  business  opportunity with the sales of customized
"Clickincomes commerce" web sites to promote either their existing business or a
business opportunity they can select from  ClickIncomes.com.  Furthermore,  they
can  participate  in  innovative  sales lead  marketing  program  where they can
purchase or sell qualified sales leads of individuals  who are actively  seeking
to make money on the web. Consumers can make money at the  ClickIncomes.com  web
site simply by choosing selected  affiliate  programs,  such as an internet bank
card  promotion,  or  through  referral  of  others  to  money-making  affiliate
programs,  or by simply taking advantage of income available  through  affiliate
and network based  marketing of the Company's  products.  These services are the
first phase of the company's plan to provide  diversified  income  opportunities
for  ClickIncomes.com  customers  simply with the click of a mouse button at the
Company's site.

                                      -13-
<PAGE>
RECENT EVENTS:

     EQUITY INVESTMENT IN CLICKINCOMES.COM

     On February 19, 2000, we entered into an agreement with ClickIncomes.com to
provide  them with  investment  capital  for the purpose of  enhancing  existing
product-lines  and to develop  ones.  The products to be enhanced and  developed
will  focus  on   business-to-business   and   business-to-consumer   e-commerce
solutions. In accordance with the agreement, we contributed $500,000 in exchange
for 25% of ClickIncome.com's  common stock. We accounted for this transaction as
an investment under the equity method.

     ACQUISITION OF e-RIVER MARKETING, INC.

     In July 2000,  Regency entered into an agreement to acquire  privately held
e-River    Marketing,    Inc.,    a   computer    and    consumer    electronics
business-to-business solutions provider. Regency is expected to bring additional
market exposure as well as financial resources that will allow e-River Marketing
to expand  into new  channels  of  distribution,  while  maximizing  its current
business  operations.  The acquisition of e-River and its five primary operating
divisions offer a proven and  diversified  revenue stream which Regency plans to
utilize  to  enhance  its  existing   investments   in  emerging  and  promising
technologies. The acquisition is expected to position the combined companies for
continued  growth and  position us to become a major  player in our existing and
expanding markets.  The e-River management team came from such notable companies
as: Insight  (NASDAQ:NSIT),  Avnet (NYSE:AVT),  Egghead  (NASDAQ-NM:EGGS),  Fred
Meyer (A subsidiary of Kroger Co. - NYSE:KR) and Merisel (NASDAQ-NM:MSEL).

     e-River  Marketing  will become a wholly  owned  subsidiary  of the Regency
Group and will continue to provide the same service and product solutions to its
accounts after the close of the transaction.  Current customers include:  Costco
(NASDAQ-NM:COST),  Fred Meyer (A subsidiary  of Kroger Co. - NYSE:KR),  Multiple
Zones (NASDAQ-NM:MZON), Fry's Electronics, Egghead (NASDAQ-NM:EGGS),  Amazon.com
(NASDAQ-NM:AMZN),  and others. The acquisition of e-River Marketing,  Inc. is an
all-stock acquisition  consisting of 5,000,000 shares of restricted common stock
and 2,500 shares of convertible preferred stock. The convertible preferred stock
is  convertible  at the rate of 1,000  shares of common  for every  share of the
convertible preferred stock held.

     EQUITY INVESTMENT IN ADZONE INTERACTIVE

     On February 29, 2000, we entered into an agreement with AdZone  Interactive
to provide them with  investment  capital for the purpose of enhancing  existing
product-lines  and to develop  ones.  The products to be enhanced and  developed
will focus on providing  the Internet  advertising  data-metrics  to  e-commerce
users. In accordance with the agreement, we contributed $775,000 in exchange for
11.6% of AdZone Interactive's common stock.

     PURCHASE OF REGENCY STOCK BY INVESTMENT GROUP

     On March 3, 2000,  an  investment  group led by Terry Neild entered into an
agreement to purchase 100% of the Regency common stock held by Merrill Moses and
18.6 million  shares of Steven  Bonenberger's  Regency stock for  $150,000.  The
number of shares  purchased  by the  investment  group  amounted  to 39  million
shares.

     ISSUANCE OF PREFERRED STOCK BY REGENCY

     On March 29, 2000,  Regency agreed to accept and cancel 24.5 million shares
of the shares  that Terry  Neild's  investment  group  acquired  on March 3rd in
exchange for 15,500 shares of convertible preferred stock.

                                      -14-
<PAGE>
RESULTS OF OPERATIONS:

     REVENUES

     Regency has not generated any direct revenues.  Revenue growth,  if any, is
based  on  Regency's  business  plan,  which  is  to  grow  based  on  strategic
acquisitions  and  investments  in entities  that  currently  have  products and
services offered in the marketplace.

     GENERAL AND ADMINISTRATIVE EXPENSES

     Total General and Administrative expenses increased $57,925 or 74% over the
prior  year.  The  increase  is  attributable  to the  increase in the number of
employees and the acquisition of AdZone Interactive.  General and Administrative
Expenses are primarily related to maintaining  Regency's corporate  headquarters
while the Company is still in its  infancy.  Total  General  and  Administrative
expenses  for the period  ending  June 30,  2000 were  $136,489.  Of that total,
approximately  $50,000 or 37% related to employee salaries,  $17,000 or 12% were
for  attorney's  fees,  $19,000 or 14%  related to general  office  expense  and
$50,000 or 37% were  ancillary  expenses  related to the  acquisition  of AdZone
Interactive.

     OTHER EXPENSES

     Regency did not report  "other  expenses"  in the prior year.  Other Income
(Expense)  totaled $121,999 with $32,299  comprising "other income" and $154,298
comprising "other Expense". $27,499 or 85% of total "other income" was earned in
conjunction with a $22,000 note payable that was cancelled in the current period
and the return of a security deposit totaling $5,499.  The balance was generated
from interest  income.  Total "other expense" is comprised of a $25,000 realized
loss (16% of total) relating to a potential  investment that Regency  determined
not to pursue,  a $124,498  unrealized  loss (81% of total),  which  pertains to
Regency's equity portion of  ClickIncome's  net loss for the period and interest
expense (3% of total).

     OPERATING ACTIVITIES

     Net cash used by operating  activities  increased $168,771 or 215% over the
prior year while the net loss increased from $78,564 to $258,488, an increase of
$179,934  or 229%.  Charges to  operations  that do not  require the use of cash
include  $125,737.  This increase in non-cash  charges  during the year includes
Regency's  equity portion of Click Income's loss for the period and depreciation
and amortization.  Net cash used by operating  activities after non-cash charges
for the year  ending  June 30, 2000 also  reflects  the impact of related  party
receivables and other current assets, which increased over the prior year.

     FINANCING ACTIVITIES

     Net cash used by investing  activities  increased $1,597,218 over the prior
year.  The majority of this amount is comprised of a $300,000  loan to a related
party  and  $1,300,000  for cash  investments  in  ClickIncomes.com  and  AdZone
Interactive.

     LIQUIDITY AND CAPITAL RESOURCES

     Since inception,  we have financed our operations primarily through private
sales of  equity.  At June 30,  2000,  our  principal  source of  liquidity  was
approximately  $123,000 in cash and cash equivalents compared with approximately
$46,000  in cash and cash  equivalents  at June 30,  1999.  We intend to issue a
private  placement in the second quarter of the next fiscal year,  which will be
used for operating  capital and potential  additional  business  expansion.  The
amount  of cash  proceeds  raised  in  conjunction  with the  private  offering,
together with current  available,  cash is  anticipated to sustain the Regency's
operating and investment activities for the next 12 to 18 months.

                                      -15-
<PAGE>
ITEM 7. FINANCIAL STATEMENTS

                         INDEPENDENT ACCOUNTANTS' REPORT


To the Board of Directors and Stockholders of
Regency Group Limited, Inc.

We have audited the accompanying balance sheet of Regency Group Limited, Inc. as
of  June  30,  2000,  and the  related  statements  of  operations,  changes  in
stockholders'  equity, and cash flows for the six month period then ended. These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on those financial  statements based on
our audit.

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 June 30, 2000 financial statements referred to above present
fairly,  in all  material  respects,  the  financial  position of Regency  Group
Limited,  Inc., and the results of their  operations,  changes in  stockholders'
equity,  and their cash flows for the six month period then ended, in conformity
with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 8 to the
financial  statements,  the Company's  significant  operating losses and working
capital deficit raise substantial doubt about its ability to continue as a going
concern.  The  financial  statements do not include any  adjustments  that might
result from the outcome of this uncertainty.


Certified Public Accountants                      /s/ Semple & Cooper, LLP

Phoenix, Arizona
September 1, 2000

                                      -16-
<PAGE>
                                G. BRAD BECKSTEAD
                           Certified Public Accountants

                               330 E. Warm Springs
                               Las Vegas, NV 89119
                                  702.528.1984

                          INDEPENDENT AUDITOR'S REPORT

April 12, 2000

Board of Directors
The Regency Group Limited, Inc.
7373 E. Double Tree Ranch Road, Suite 200
Scottsdale, AZ 85258

I have  audited  the Balance  Sheet of the  Regency  Group  Limited,  Inc.  (the
"Company")  (A  Development  Stage  Company),  as of December 31, 1999,  and the
related Statements of Operations,  Stockholders'  Equity, and Cash Flows for the
period February 1,1999 (Date of Inception) to December 31, 1999. These financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with generally  accepted auditing  standards.
Those standards  require that I 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  statement  presentation.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  I  believe  that my audit  provides  a  reasonable  basis  for my
opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of The Regency Group Limited, Inc., (A
Development  Stage  Company),  as of  February  1, 1999 (Date of  Inception)  to
December 31, 1999, in conformity with generally accepted accounting principles.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 5 to the  financial
statements,  the  Company  has had  limited  operations  and have not  commenced
planned principal operations. This raises substantial doubt about its ability to
continue as a going  concern.  Management's  plan in regard to these matters are
also  described  in  Note  5.  The  financial  statements  do  not  include  any
adjustments that might result from the outcome of this uncertainty.


CERTIFIED PUBLIC ACCOUNTANTS                      /s/ G. Brad Beckstead, CPA

                                      -17-
<PAGE>
                           REGENCY GROUP LIMITED, INC.
                                  BALANCE SHEET
                                  JUNE 30, 2000


                                     ASSETS

CURRENT ASSETS:
  Cash and cash equivalents (Notes 1)                               $   122,685
  Other current assets                                                   43,921
                                                                    -----------

       TOTAL CURRENT ASSETS                                             166,606
                                                                    -----------

PROPERTY AND EQUIPMENT, NET (NOTES 1 AND 2)                              11,323

OTHER ASSETS:
   Note receivable-related party (Note 3)                                78,463
   Note receivable (Note 5)                                             300,000
   Investment-at cost (Note 1)                                          775,000
   Investment-at equity (Note 1 and 7)                                  375,502
                                                                    -----------

                                                                      1,528,965
                                                                    -----------

       TOTAL ASSETS                                                 $ 1,706,894
                                                                    ===========

              LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Notes payable-related parties (Note 3)                            $   350,000
  Interest payable                                                        4,800
                                                                    -----------

       TOTAL CURRENT LIABILITIES                                        354,800
                                                                    -----------

STOCKHOLDERS' EQUITY: (NOTE 6)
  Convertible preferred stock, $.001 par value, 5,000,000 shares
    authorized, 15,500 shares issued and outstanding                         15
  Common stock, $.001 par value, 100,000,000 shares authorized,
    23,306,500 shares issued and outstanding                             23,307
  Additional paid-in capital                                          1,723,428
  Accumulated deficit                                                  (394,656)
                                                                    -----------

       TOTAL STOCKHOLDERS' EQUITY                                     1,352,094
                                                                    -----------

       TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $ 1,706,894
                                                                    ===========

     The Accompanying Notes are an Integral Part of the Financial Statements

                                      -18-
<PAGE>
                         THE REGENCY GROUP LIMITED, INC.
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                               SIX MONTH          FROM INCEPTION,        FROM INCEPTION,
                                              TRANSITION          FEBRUARY 1, 1999       FEBRUARY 1, 1999
                                              PERIOD ENDED            THROUGH               THROUGH
                                             JUNE 30, 2000         JUNE 30, 1999       DECEMBER 31, 1999 *
                                             -------------         -------------       -------------------
                                                                    (UNAUDITED)
<S>                                         <C>                    <C>                   <C>
Revenues                                     $         --           $        --           $        --

COST OF REVENUES                                       --                    --                    --
                                             ------------           -----------           -----------

GROSS PROFIT                                           --                    --                    --

GENERAL AND ADMINISTRATIVE EXPENSES               136,489                78,564               138,834
                                             ------------           -----------           -----------

NET LOSS FROM OPERATIONS                         (136,489)              (78,564)             (138,834)
                                             ------------           -----------           -----------

OTHER INCOME (EXPENSE):
 Loss on investment                               (25,000)                   --                    --
 Other income                                      27,499                    --                 2,666
 Interest income                                    4,800                    --                    --
 Interest expense                                  (4,800)                   --                    --
 Equity in loss of minority interest
  investment (Note 1 and 7)                      (124,498)                   --                    --
                                             ------------           -----------           -----------

TOTAL OTHER INCOME (EXPENSE)                     (121,999)                   --                 2,666
                                             ------------           -----------           -----------

NET LOSS                                     $   (258,488)          $   (78,564)          $  (136,168)
                                             ============           ===========           ===========

BASIC LOSS PER COMMON SHARE                  $      (0.01)          $     (0.02)          $     (0.03)
                                             ============           ===========           ===========

WEIGHTED AVERAGE SHARES OUTSTANDING            34,827,060             4,618,750             4,618,750
                                             ============           ===========           ===========
</TABLE>

----------
* As restated, for comparative purposes only.

     The Accompanying Notes are an Integral Part of the Financial Statement

                                      -19-
<PAGE>
                           REGENCY GROUP LIMITED, INC.
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
          FOR THE SIX MONTH TRANSITION PERIOD ENDED JUNE 30, 2000, AND
                   FOR THE PERIOD FROM THE DATE OF INCEPTION,
                   FEBRUARY 1, 1999, THROUGH DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                          CONVERTIBLE
                                        PREFERRED STOCK        COMMON STOCK      ADDITIONAL
                                        ----------------    ------------------    PAID-IN    ACCUMULATED
                                        SHARES    AMOUNT    SHARES      AMOUNT    CAPITAL      DEFICIT       TOTAL
                                        ------    ------    ------      ------    -------      -------       -----
<S>                                     <C>       <C>     <C>          <C>      <C>           <C>         <C>
Balance at inception, February 1, 1999      --    $ --            --   $    --  $        --   $      --   $        --

 Sale of common stock                       --      --     4,000,000     4,000           --          --         4,000

 Sale of common stock and conversion of
  debt to common stock                      --      --       618,750       619      123,131          --       123,750

 Net loss, year ended December 31, 1999     --      --            --        --           --    (136,168)     (136,168)
                                        ------    ----   -----------   -------  -----------   ---------   -----------

Balance at December 31, 1999                --      --     4,618,750     4,619      123,131    (136,168)       (8,418)

 Stock Split                                --      --    41,568,750    41,569      (41,569)         --            --

 Private placement of common stock          --      --     1,619,000     1,619    1,617,381          --     1,619,000

 Conversion of common stock to
  preferred stock                       15,500      15   (24,500,000)  (24,500)      24,485          --            --

 Net loss, transition period ended
  June 30, 2000                             --      --            --        --           --    (258,488)     (258,488)
                                        ------    ----   -----------   -------  -----------   ---------   -----------

Balance at June 30, 2000                15,500    $ 15    23,306,500   $23,307  $ 1,723,428   $(394,656)  $ 1,352,094
                                        ======    ====   ===========   =======  ===========   =========   ===========
</TABLE>

     The Accompanying Notes are an Integral Part of the Financial Statements

                                      -20-
<PAGE>
                           REGENCY GROUP LIMITED, INC.
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                        SIX MONTH         FROM INCEPTION         FROM INCEPTION,
                                                        TRANSITION       FEBRUARY 1, 1999,      FEBRUARY 1, 1999,
                                                       PERIOD ENDED           THROUGH               THROUGH
                                                      JUNE 30, 2000        JUNE 30, 1999       DECEMBER 31, 1999 *
                                                      -------------        -------------       -------------------
                                                                            (UNAUDITED)
<S>                                                    <C>                   <C>                    <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:
 CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                                             $  (258,488)          $ (78,564)             $(136,168)
  Adjustments to reconcile net loss to net
   cash used by operating activities:
   Depreciation and amortization                             1,239                  --                    408
   Loss on investment                                       25,000                  --                     --
   Loss on minority interest investment                    124,498                  --                     --
   Debt restructuring                                      (22,000)                 --                     --
  Changes in assets and liabilities:
   Due from related party                                  (78,463)                 --                     --
   Other current assets                                    (39,121)                 --                     --
   Interest receivable                                      (4,800)                 --                     --
   Interest payable                                          4,800                  --                     --
                                                       -----------           ---------              ---------
       NET CASH USED BY OPERATING ACTIVITIES              (247,335)            (78,564)              (135,760)
                                                       -----------           ---------              ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                         (718)             (3,500)               (12,252)
   Disbursements for note receivable                      (300,000)                 --                     --
   Purchase of equity method investment                   (500,000)                 --                     --
   Purchase of investments                                (800,000)                 --                     --
                                                       -----------           ---------              ---------
       NET CASH USED BY INVESTING ACTIVITIES            (1,600,718)             (3,500)               (12,252)
                                                       -----------           ---------              ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from debt-related parties                      350,000                  --                 22,000
   Proceeds from issuance of stock                       1,619,000             127,750                127,750
                                                       -----------           ---------              ---------
       NET CASH PROVIDED BY FINANCING ACTIVITIES         1,969,000             127,750                149,750
                                                       -----------           ---------              ---------

Net change in cash and cash equivalents                    120,947              45,686                  1,738
                                                       -----------           ---------              ---------
Cash and cash equivalents at beginning of period             1,738                  --                     --
                                                       -----------           ---------              ---------

Cash and cash equivalents at end of period             $   122,685           $  45,686              $   1,738
                                                       ===========           =========              =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Noncash investing and financing activities:
    Loss on investment                                 $   (25,000)          $      --              $      --
                                                       ===========           =========              =========
    Loss on minority interest investment               $  (124,498)          $      --              $      --
                                                       ===========           =========              =========
    Debt restructuring                                 $    22,000           $      --              $      --
                                                       ===========           =========              =========
</TABLE>

----------
* As restated, for comparative purposes only.

     The Accompanying Notes are an Integral Part of the Financial Statements

                                      -21-
<PAGE>
                           REGENCY GROUP LIMITED, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, NATURE OF OPERATIONS
        AND USE OF ESTIMATES:

NATURE OF OPERATIONS:

Regency Group Limited,  Inc. (the "Company"),  is a Nevada corporation formed on
February 1, 1999.  The principal  business  purpose of the Company is to provide
managerial  assistance and resources to selected  eligible  portfolio  companies
throughout  the  United  States  through  performance   oriented  financing  and
high-level administrative support .

FISCAL YEAR CHANGE:

On July 10, 2000,  the Company  elected to change its fiscal year ended December
31, to a fiscal year ended June 30. The six-month  transition  period ended June
30, 2000, bridges the gap between the company's old and new fiscal year ends.

USE OF 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  disclosure  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.

CASH AND CASH EQUIVALENTS:

Cash and cash  equivalents  are  considered to be all highly liquid  investments
purchased with an initial maturity of three (3) months or less.

SOFTWARE DEVELOPMENT COSTS:

The Company capitalizes  software development costs in accordance with Statement
of Financial Accounting Standards No. 86. Capitalization of software development
costs begins when the  preliminary  project  stage is completed  and  management
authorizes  and  commits to funding  the  computer  software  project  and it is
probable  that the project  will be completed  and the software  will be used to
perform  the  function  intended.  Upgrades  and  enhancements  that  result  in
additional  functionality are capitalized as incurred.  The Company periodically
reviews the carrying value of software development costs.  Impairments,  if any,
will be  recognized  when the asset is not  expected to provide  future  service
potential  to the  Company  equal to the net  carrying  value.  Amortization  of
capitalized  software  development costs begins when all substantial  testing is
complete,  and the  computer  software is ready for its intended  use.  Software
development  costs are amortized  using the  straight-line  method with a useful
life of five years, which represents the estimated economic life of the computer
software.

PROPERTY AND EQUIPMENT:

Property and equipment are recorded at cost. Depreciation is provided for on the
straight-line  method over the estimated useful lives of the assets. The average
life of the  assets  are  five  years.  Maintenance  and  repairs  that  neither
materially add to the value of the property nor appreciably prolong its life are
charged to expense as incurred.  Betterments  or renewals are  capitalized  when
incurred. Property and equipment are reviewed each year to determine whether any
events or circumstances  indicate that the carrying amount of the assets may not
be recoverable. Such review includes estimating future cash flows.

                                      -22-
<PAGE>
                           REGENCY GROUP LIMITED, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, NATURE OF OPERATIONS AND
        USE OF ESTIMATES: (Continued)

INCOME TAXES:

Deferred  income taxes are provided on an asset and  liability  method,  whereby
deferred tax assets are  recognized  for deductible  temporary  differences  and
operating loss and tax credit  carryforwards,  and deferred tax  liabilities are
recognized for taxable  temporary  differences.  Temporary  differences  are the
differences between the reported amounts of assets and liabilities and their tax
basis.  Deferred tax assets are reduced by a valuation  allowance  when,  in the
opinion of management,  there is uncertainty of the utilization of the operating
losses in future  periods.  Deferred tax assets and liabilities are adjusted for
the effects of changes in tax laws and rates on the date of enactment.

INVESTMENTS:

Investments in unconsolidated  subsidiaries,  jointly owned companies, and other
investees in which the company has a 20% to 50% interest or otherwise  exercises
significant   influence  are  carried  at  cost,   adjusted  for  the  company's
proportionate share of their undistributed  earnings or losses, this is known as
the equity method.  Investment in companies in which the Company has less than a
20% interest  are carried at lower of cost or market.  Market is  determined  by
management's  best estimate.  Dividends,  if any,  received from those companies
will be included in other  income.  Dividends  are  currently not expected to be
realized under the cost or equity method.  For the six-month period ended,  June
30, 2000, the Company purchased a 25% interest in ClickIncomes.com for $500,000,
which is carried on the equity  method.  At June 30,  2000,  the  investment  in
ClickIncome.com,  Inc.  exceeds the company's share of the underlying net assets
by $355,401. This excess will be amortized on the straight-line method over five
years.  In  addition,   the  Company   acquired  an  11.6%  interest  in  ADZone
Interactive, Inc for $775,000, which is currently carried at cost.

NET LOSS PER SHARE:

Basic net loss per common  share is computed  based on weighted  average  shares
outstanding and excludes any potential dilution from stock options,  warrants or
other common stock equivalents. Basic net loss per share is computed by dividing
loss available to common  shareholders by the weighted  average number of common
shares  outstanding  for the period.  Diluted net loss per common share reflects
potential  dilution from the exercise or  conversion  of securities  into common
stock or from other  contracts to issue common  stock.  As the Company has a net
loss available to common shareholders for all periods presented, the calculation
of diluted net loss per share has been excluded from the financial statements.

NOTE 2. PROPERTY AND EQUIPMENT:

At June 30, 2000, property and equipment consists of:

               Software                                $  8,752
               Computers and  equipment                   3,500
               Furniture and fixtures                       718
                                                       --------
                                                         12,970
               Less: accumulated depreciation            (1,647)
                                                       --------

                                                       $ 11,323
                                                       ========

                                      -23-
<PAGE>
                           REGENCY GROUP LIMITED, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


NOTE 2. PROPERTY AND EQUIPMENT: (Continued)

Depreciation  expense was $1,239 for the six month transition  period ended June
30, 2000,  was $0 for the period from the date of  inception,  February 1, 1999,
through June 30, 1999, (Unaudited), and was $408 for the period from the date of
inception, February 1, 1999, through December 31, 1999.

NOTE 3. RELATED PARTY TRANSACTIONS:

NOTE RECEIVABLE:

As of June 30, 2000, the Company has a note  receivable  from a related party in
the amount of $78,463,  with interest at 6.46% per annum. Interest is receivable
annually with principal due in April, 2003.

NOTES PAYABLE:

As of June 30, 2000, the Company has two notes payable to related parties in the
amount of $300,000 and $50,000,  with  interest at 18% per annum,  principal and
interest is payable on demand.

NOTE 4. INCOME TAXES:

As of June 30, 2000, long-term deferred tax assets (liabilities)  consist of the
following:

              Net operating loss carryforwards          $ 82,570
              Depreciation                                   (70)
                                                        --------
                                                          82,500
              Less: valuation allowance                  (82,500)
                                                        --------

                                                        $     --
                                                        ========

The Company has  established a valuation  allowance  equal to the full amount of
the net deferred tax asset  primarily  because of uncertainty in the utilization
of net operating loss carryforwards.

At June 30,  2000,  the  Company  has  federal  and  state  net  operating  loss
carryforwards in the approximate  amount of $394,000  available to offset future
taxable income through 2020 and 2005, respectively.

NOTE 5. NOTE RECEIVABLE:

As of June  30,  2000,  the  Company  has an 8%  convertible  subordinated  note
receivable  in the amount of  $300,000.  Interest is payable  semiannually  with
principal due in April 2003.

                                      -24-
<PAGE>
                           REGENCY GROUP LIMITED, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


NOTE 6. STOCKHOLDERS' EQUITY:

STOCK SPLIT:

During February,  2000, the  Stockholders'  authorized a 10 for 1 stock split of
the $.001 par value common stock.

PRIVATE PLACEMENT:

In February,  2000, the Stockholders' authorized a private offering of 2,000,000
shares of $.001 par value  common  stock at $1 per share.  As of June 30,  2000,
1,619,000  shares had been sold.  Proceeds from the offering were used primarily
for investments.

CONVERSION OF STOCK:

In April,  2000, an investment  group converted  24,500,000  shares of $.001 par
value  common  stock into 15,500  shares of $.001 par value  convertible  voting
preferred  stock.  The voting  preferred  stock is convertible in 2002 for 1,000
common shares per each preferred share.

SALE OF COMMON STOCK:

At Inception,  the Company issued 4,000,000 shares of its $.001 par value common
stock at par.

SALE OF COMMON STOCK AND CONVERSION OF DEBT TO COMMON STOCK:

In April,  1999, the Company issued 618,750 shares of its $.001 par value common
stock to  shareholders  in  exchange  for cash of  $96,250  and to repay debt of
$27,500.

NOTE 7. INVESTMENT:

Following is a summary of the  financial  position and results of  operations of
ClickIncomes.Com  for the period from the date of  inception  February 18, 2000,
through June 30, 2000.

                                CLICKINCOMES.COM
                                  BALANCE SHEET
                                  June 30, 2000

                                     ASSETS
        Current assets                                         121,406
        Property and equipment                                  28,514
        Other assets                                           180,064
                                                              --------
          Total Assets                                         329,984
                                                              ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
        Current liabilities                                    249,582
        Stockholders' equity                                    80,402
                                                              --------
          Total Liabilities and Stockholders' Equity           329,984
                                                              ========

                             STATEMENT OF OPERATIONS
        Net Sales                                               20,486
                                                              ========
        Gross profit                                             1,068
                                                              ========
        Net loss                                              (497,991)
                                                              ========

                                      -25-
<PAGE>
                           REGENCY GROUP LIMITED, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


NOTE 7. INVESTMENT: (Continued)

The Company holds a 25% interest in ClickIncomes.com  and uses the equity method
of  accounting  to account for the  investment.  For the period from the date of
inception,  February 18, 2000, through June 30, 2000, the Company's 25% share of
ClickIncomes.com loss charged to operations was $124,498.

NOTE 8. GOING CONCERN:

The accompanying  consolidated  financial statements have been prepared assuming
that the  Company  will  continue as a going  concern,  which  contemplates  the
realization of assets and the  satisfaction  of liabilities in the normal course
of business.  The Company has experienced  significant  losses and negative cash
flows from  operating  and  investment in  activities  for the six-month  period
ending June 30, 2000,  which have resulted in a deficiency of working capital of
approximately  $188,000 and an accumulated deficit of approximately  $395,000 as
of June 30, 2000.

There can be no  assurance  that the Company will be able to continue as a going
concern in view of its financial  condition.  The Company's  continued existence
will depend upon its ability to obtain sufficient additional capital in a timely
manner to fund its  operations  and to further  develop its  long-term  business
plan. Any inability to obtain additional  financing will have a material adverse
effect on the Company, including possibly requiring the Company to significantly
reduce or cease operations.

These  factors  raise  substantial  doubt  about the  ability of the  Company to
continue  as a going  concern.  The  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.

NOTE 9. SUBSEQUENT EVENTS:

On July 10, 2000, the Company  acquired all of the assets of e-River  Marketing,
Inc. (formerly DealUpdate.com).  The Company exchanged 5,000,000 shares of their
common restricted stock, and 2,500 shares of convertible preferred stock for all
of the shares of e-River  Marketing,  Inc.  stock.  The equities  were valued at
approximately $1,500,000 as of the date of the transaction.

The following unaudited pro forma condensed  consolidated  financial  statements
give effect to the acquisition in July, 2000 of e-River  Marketing,  Inc. by the
Company. They are based on the estimates and assumptions set forth herein and in
the notes to such  statements.  This pro  forma  information  has been  prepared
utilizing the  historical  financial  statements  and notes  thereto,  which are
incorporated by reference herein.  The pro forma financial data does not purport
to be indicative of the results which  actually would have been obtained had the
purchase  been  effected on the dates  indicated or of the results  which may be
obtained in the future.

The  pro  forma  financial  information  is  based  on the  purchase  method  of
accounting for the acquisition of e-River  Marketing,  Inc. by the Company.  The
pro forma entries are described in the  accompanying  footnotes to the unaudited
pro forma condensed consolidated financial statements.

The following  represents  unaudited pro forma  condensed  consolidated  balance
sheet and  statement of  operations  for the year ended June 30,  2000.  The pro
forma balance sheet assumes the acquisition of e-River Marketing,  Inc. occurred
as of June 30, 2000,  while the pro forma  statement of  operations  assumes the
acquisition was effective as of the first day of the year.

                                      -26-
<PAGE>
                           REGENCY GROUP LIMITED, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


NOTE 9. SUBSEQUENT EVENTS: (Continued)

            PRO FORMA UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2000

<TABLE>
<CAPTION>
                                                                                                     PRO FORMA
                                               REGENCY GROUP        e-RIVER         PRO FORMA       CONSOLIDATED
                                               LIMITED, INC.    MARKETING, INC.    ADJUSTMENTS        AMOUNTS
                                               -------------    ---------------    -----------        -------
<S>                                           <C>                 <C>             <C>                <C>
                                                  ASSETS
CURRENT ASSETS:
 Cash and cash equivalents                      $   122,685         $ 39,614                        $  162,299
 Accounts receivable-trade, net                          --          461,400                           461,400
 Inventory                                               --           93,917                            93,917
 Other current assets                                43,921            6,584                            50,505
                                                -----------         --------                        ----------
      TOTAL CURRENT ASSETS                          166,606          601,515                           768,121
                                                -----------         --------                        ----------
PROPERTY AND EQUIPMENT, NET                          11,323           22,588                            33,911
                                                -----------         --------                        ----------

OTHER ASSETS:
 Note receivable                                    300,000               --                           300,000
 Note receivable-related party                       78,463               --                            78,463
 Investments                                      1,150,502               -- (1)     1,229,460       2,379,962
                                                -----------         --------                        ----------
                                                  1,528,965               --                         2,758,425
                                                -----------         --------                        ----------

      TOTAL ASSETS                              $ 1,706,894         $624,103                        $3,560,457
                                                ===========         ========                        ==========

                                     LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
 Loans payable-related parties                  $   350,000         $340,000                        $  690,000
 Accounts payable                                     4,800           13,563                            18,363
                                                -----------         --------                        ----------
      TOTAL CURRENT LIABILITIES                     354,800          353,563                           708,363
                                                -----------         --------                        ----------

STOCKHOLDERS' EQUITY:
 Stocks                                           1,746,750          746,216 (1)     1,500,000
                                                                             (1)      (746,216)      3,246,750
 Accumulated deficit                               (394,656)        (475,676)(1)       475,676        (394,656)
                                                -----------         --------                        ----------
TOTAL STOCKHOLDERS' EQUITY                        1,352,094          270,540                         2,852,094
                                                -----------         --------                        ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $ 1,706,894         $624,103                        $3,560,457
                                                ===========         ========                        ==========
</TABLE>

------------
(1)  To record the  acquisition  of e-River  Marketing,  Inc.  by Regency  Group
     Limited,  Inc.  for  common and  preferred  stock  valued at  approximately
     $1,500,000.

                                      -27-
<PAGE>
                           REGENCY GROUP LIMITED, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


NOTE 9. SUBSEQUENT EVENTS: (Continued)

                   PRO FORMA UNAUDITED CONDENSED CONSOLIDATED
                            STATEMENTS OF OPERATIONS
                        FOR THE YEAR-ENDED JUNE 30, 2000

<TABLE>
<CAPTION>
                                                                                                       PRO FORMA
                                                   REGENCY GROUP        e-RIVER          PRO FORMA    CONSOLIDATED
                                                   LIMITED, INC.    MARKETING, INC.(1)  ADJUSTMENTS     AMOUNTS
                                                   -------------    ---------------     -----------     -------
<S>                                                 <C>                 <C>             <C>              <C>
REVENUES                                            $        --        $  885,304                    $   885,304

COST OF REVENUES                                             --           793,084                        793,084
                                                    -----------        ----------                    -----------

GROSS PROFIT                                                 --            92,220                         92,220

GENERAL AND ADMINISTRATIVE EXPENSES                     275,323           565,506 (2)    245,892       1,086,721
                                                    -----------        ----------                    -----------

NET LOSS FROM OPERATIONS                               (275,323)        (473,286)                       (994,501)
                                                    -----------         --------                     -----------

OTHER INCOME (EXPENSE):
  Loss on investment                                    (25,000)              --                         (25,000)
  Other income                                           30,165               --                          30,165
  Interest income                                         4,800               --                           4,800
  Interest expense                                       (4,800)          (2,390)                         (7,190)
  Equity in loss of minority interest investment       (123,560)              --                        (123,560)
                                                    -----------         --------                      ----------

TOTAL OTHER INCOME (EXPENSE)                           (118,395)          (2,390)                       (120,785)
                                                    -----------         --------                     -----------

NET LOSS                                             $ (393,718)      $ (475,676)                    $(1,115,286)
                                                     ==========       ==========                     ===========

BASIC LOSS PER COMMON SHARE                          $    (0.01)      $    (0.05)                    $     (0.03)
                                                     ==========       ==========                     ===========

WEIGHTED AVERAGE SHARES USED IN COMPUTATION          40,538,320        9,521,700                      44,348,760
                                                     ==========       ==========                     ===========
</TABLE>

----------
(1)  Represents  activity  for the  period  from  inception,  February  1, 2000,
     through June 30, 2000.
(2)  To amortize goodwill in connection with the purchase of e-River Marketing ,
     Inc. on a straight-line basis over five years.

                                      -28-
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

     On August  10,  2000  Regency's  Board of  Directors  approved  a change of
accountants.  The Company replaced Brad Beckstead as its independent  accountant
and engaged Semple & Cooper,  LLP. During the audited period ending December 31,
1999 and through the  subsequent  interim  period ending August 10, 2000,  there
were no  disagreements  with the former  accountant  on any matter of accounting
principles or practices,  financial statement disclosures,  or auditing scope or
procedure, which disagreements if not resolved to the satisfaction of the former
accountant, would have caused him to make reference to the subject matter of the
disagreements  in  connection  with his report.  The  accountants  report on the
financial statements did not contain an adverse opinion and was not qualified or
modified as to  uncertainty,  audit scope or accounting  principles.  During the
interim period, we have not consulted Semple & Cooper,  LLP regarding any matter
requiring disclosure under Regulation S-K, Item 304 (E)(2).

                                      -29-
<PAGE>
                                    PART III


ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The  following  table shows the name,  age and position of each of our executive
officers and directors as of June 30, 2000:

              Name                        Age         Position
              ----                        ---         --------
        Roberto Felice ................    26     President and Director
        Ralph Massetti ................    34     Director
        Lolita Prescod ................    47     Secretary

ROBERTO  FILICE has served as President of Regency since  February of 1999.  Mr.
Filice's   unbridled  energy,   regimented   business  acumen,   and  successful
international  experience,  brings the Regency  Group a  well-rounded  source of
managerial and operational  knowledge.  Mr. Filice served as a highly  decorated
police  officer from 1991 through  1995.  He has  received  awards  ranging from
"Officer of the Year," six  "Superior  Performance"  awards,  "Commendation  For
Superior  Performance,"  and many others.  Prior to that, Mr. Filice has been an
international  commerce  director for MTE Commerciale in Alessandria  Italy. His
experiences included strategic planning,  purchasing,  sales analysis,  consumer
research,   new  product   introduction   processes,   and  even  product  usage
forecasting.  He also established and maintained  oversight  responsibilities of
the company's international sales department and international export logistics.
Mr. Filice received his Masters of Science degree from the American Institute of
Computer Science in Scottsdale,  AZ. Prior to his M.S. degree,  he received B.S.
degree in Business  Administration from Istituto Paolo Boselli, in Torino Italy.
Today Mr. Filice focuses on company merger and acquisition activities, reviewing
and researching  promising business plans, while considering  company investment
options.  Mr. Filice's current experience includes his roll as CEO and President
for an international distributor of skin-care products.

RALPH  MASSETTI has served as a board member of Regency since  February of 1999.
Currently,   Mr.  Massetti  is  the  Chief  Executive  Officer  and  founder  of
SalesRepCentral.com   (OTC  BB:  SREP).  Mr.  Massetti  has  over  12  years  of
professional sales and management  experience,  including extensive Internet and
technical  training.  Additional  experience  includes  working as a trained and
licensed  Stockbroker  for Morgan  Stanley Dean Witter.  More  recently,  he has
served as a Consulting Marketing Specialist for Computer Associates, Inc., where
he marketed  enterprise  management  software solutions at the officer level for
many of the nation's largest organizations.  Mr. Massetti received his Bachelors
and Masters  degrees in Business  Administration,  and is  currently  pursuing a
Masters in Finance specializing in High Technology.

     COMPLIANCE  UNDER  SECTION  16(a) OF THE  SECURITIES  EXCHANGE ACT OF 1934.
Section  16 of the  Exchange  Act  requires  our  directors  and  certain of our
officers, and persons who own more than 10% of our common stock, to file initial
reports of ownership and reports of changes in ownership with the Securities and
Exchange Commission and the NASDAQ National Market. Such persons are required by
Securities and Exchange  Commission  regulation to furnish us with copies of all
Section 16(a) forms they file.  Based solely on our review of the copies of such
forms  furnished  to us and  written  representation  from  these  officers  and
directors, we believe that all Section 16(a) filing requirements were met during
the year ended June 30, 2000

ITEM 10. EXECUTIVE COMPENSATION

     The following table provides compensation awarded to, earned by or paid for
services rendered to Regency in all capacities for the years ended June 30, 1999
and 2000 by our President and other highly  compensated  executive  officers and
who were serving as executive  officers at the end of 2000. We did not grant any
other  compensation,  restricted  stock awards or stock  appreciation  rights to
these individuals in 1999 or 2000.

                                      -30-
<PAGE>
                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                           LONG-TERM
                                                          COMPENSATION
                                  ANNUAL COMPENSATION        AWARDS
                                -----------------------   ------------
                                                           SECURITIES
                                                 ANNUAL    UNDERLYING      ALL OTHER
NAME AND PRINCIPAL POSITION     YEAR    SALARY    BONUS      OPTIONS    COMPENSATION (1)
---------------------------     ----    ------    -----      -------    ----------------
<S>                             <C>     <C>       <C>         <C>            <C>
Roberto Felice (2)              2000    60,000     -0-        -0-             -0-
                                1999     - 0 -     -0-        -0-             -0-

Ralph Massetti                  2000     - 0 -     -0-        -0-             -0-
                                1999     - 0 -     -0-        -0-             -0-

Lolita Prescod (2)              2000    60,000     -0-        -0-             -0-
                                1999     - 0 -     -0-        -0-             -0-
</TABLE>

----------
(1)  - Represents life insurance premiums paid for by Regency
(2)  - Hired in February 2000

STOCK OPTION GRANTS IN 2000

     Regency did not grant any stock options in 1999 or 2000.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table presents information as to the beneficial owners of our
common  stock as of June 30, 2000 by:

*  Each  stockholder  known by us to be the beneficial  owner of more than 5% of
   our common stock;
*  Each of our directors;
*  Each  executive  officer  listed in the SUMMARY  COMPENSATION  TABLE,  listed
   above;
*  All of our executive officers and directors as a group.

     Beneficial  ownership is determined  under the rules of the  Securities and
Exchange  Commission  and generally  includes  voting or  investment  power with
respect to securities. Unless indicated above, to our knowledge, the persons and
entities  named in the table  have sole  voting and sole  investment  power with
respect to all shares  beneficially  owned,  subject to community  property laws
where applicable.  Percentage  ownership is based on 23,306,500 shares of common
stock outstanding as of June 30, 2000.

     Shares of common  stock  subject to options or warrants  exercisable  on or
before  August  31,  2000  (within  60 days of June 30,  2000) are  deemed to be
outstanding  and  beneficially  owned by the  person  holding  such  options  or
warrants for the purpose of computing the  percentage  ownership of such person,
but are not treated as  outstanding  for the purpose of computing the percentage
ownership of any other  person.  At June 30,  2000,  Regency had not granted any
options on its common  stock.  Unless  indicated  above,  the  address  for each
director and executive officer listed below is:

       Regency Group, Limited
       8930 East Raintree Drive
       Suite 100
       Scottsdale, Arizona 85260

                                      -31-
<PAGE>
                   BENEFICIAL STOCK OWNERSHIP AT JUNE 30, 2000

                                                 PERCENTAGE
                                                COMMON STOCK   PERCENTAGE VOTING
                                                BENEFICIALLY    RIGHTS OF COMMON
         NAME                   COMMON STOCK       OWNED             STOCK
         ----                   ------------       -----             -----

Roberto Filice                   1,000,000            4%                4%
Ralph Massetti                   1,000,000            4%                4%
Lolita Prescod                     - 0 -            N/A               N/A
Baron Systems, Limited (1)       4,600,000           20%               20%
Terry Neild (2)                  1,600,000            7%                7%
Charles Neild (3)                1,600,000            7%                7%
Kurt Weber (4)                   1,600,000            7%                7%
All directors and executive
  officers as a group            2,000,000            8%                8%

----------
(1)  Baron Systems, Limited
     1177 West Hastings Street
     Vancouver, BC Canada

(2)  Terry Neild
     13663 East Windrose Drive
     Scottsdale, AZ

(3)  Charles Neild
     14266 - 32nd Avenue
     White Rock, BC Canada

(4)  Kurt Weber
     12840 - 16th Avenue
     White Rock, BC Canada

                                      -32-
<PAGE>
                                     PART IV

ITEM 12. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a) EXHIBITS

        2       Agreement and plan of reorganization dated July 01, 2000 between
                the Registrant,  Deal Update.com and its wholly owned subsidiary
                e-River  Marketing,   Inc.  Incorporated  by  reference  to  the
                Registrant's  Current Report on Form 8-K filed on July 25, 2000.

        16      Change in Registrant's  certifying accountant to Brad Beckstead.
                Incorporated  by reference to the Registrant's Current Report on
                Form 8-K filed on March 26, 2000.

        16.1    Letter  from  Brad  Beckstead  to the  Securities  and  Exchange
                Commission  regarding  changes  in the  Registrant's  certifying
                accountant.   Incorporated  by  reference  to  the  Registrant's
                Current Report on Form 8-K/A filed on August 21, 2000.

        99.1    Stock  Purchase  Agreement  dated  February 29, 2000 between the
                Registrant  and  WebAdNet.com  to purchase 15% of the  company's
                common  stock.  Incorporated  by reference  to the  Registrant's
                Current Report on Form 8-K filed on April 12, 2000.

        99.3    Stock  Purchase  Agreement  dated  February 19, 2000 between the
                Registrant and ClickIncomes.com to purchase 25% of the company's
                common  stock.  Incorporated  by reference  to the  Registrant's
                Current Report on Form 8-K filed on April 12, 2000.

        99.5    Resignation of Steven  Bonenberger as Director.  Incorporated by
                reference to the  Registrant's  Current Report on Form 8-K filed
                on April 12, 2000.

        27      Financial Data Schedule

     (b) REPORTS ON FORM 8-K

        A Form 8-K was  filed on  Augugst  21,  2000  regarding  the  change  in
        Registrant's  certifying  accountant  to Semple & Cooper,  LLP.  and the
        change in Registrant's fiscal year-end to June 30.

                                       33
<PAGE>
                                   SIGNATURES

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

Date: September 27, 2000                     REGENCY GROUP, LIMITED


                                             By:  /s/ Roberto Filice
                                                  ------------------------------
                                                  Roberto Filice
                                                  President

                                       34