UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





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





For the
fiscal year ended December 31, 2009





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





For
      the transaction period from January 1, 2009 to December 31,
      2009





Commission
      File
Number:   333-158103





REGENCY RESOURCES INC.(Exact
      name of registrant as specified in
charter)





Nevada
            98-0515726State
      or other jurisdiction of incorporation or organization
            (I.R.S.
      Employee I.D. No.)





11 Glouchester Avenue, Flat 5,Camden Town, London, England
            NW1 7AU(Address of
      principal executive offices)
            (Zip
      Code)





011-44-207-267-2160


Registrant’s
      telephone number, including area codeSecurities
      registered pursuant to Section 12(b) of the Act:





Title
      of each share
            Name
      of each exchange on which registeredNone
            None





Securities
      registered pursuant to Section 12 (g) of the Act:None(Title
      of Class)





Indicate
by check mark if the registrant is a well-known seasoned  issuer, as
defined by Rule 405 of the Securities
Act   [    ]  Yes   [X]  No





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15 (d) of the
Act.   [    ]
Yes   [   ]  No





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90
days.  [    ]  Yes   [X]
No





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this
chapter) during the proceeding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).    [   ]
Yes  [    ] No





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy
information statements incorporated by reference in Part III of this Form 10-K
or any amendments to this Form
10-K   [    ]








-1-





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See
definition of “large accelerated filer”, “accelerated filer” and “small
reporting company” Rule 12b-2 of the Exchange Act.





Large
accelerated
filer   [   ]                                                                                                           Accelerated
filer                     [   ]





Non-accelerated
filer     [   ]  (Do not check
if a small reporting
company)                            Small
reporting company      [X]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act) Yes [ X
]   No   [   ]





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recent completed second fiscal
quarter.





(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)





Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date:





January
31, 2010: 2,450,000 common shares





DOCUMENTS
INCORPORATED BY REFERENCE





Listed
hereunder the following documents if incorporated by reference and the Part of
the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; (3) Any prospectus filed pursuant to Rule 424 (b) or (c)
under the Securities Act of 1933.   The listed documents should
be clearly described for identification purposes (e.g., annual report to
security holders for fiscal year ended December 24, 1980).








-2-

















TABLE
OF CONTENTS





PART 1
            
            PageITEM
      1.
            Business.
            4ITEM
      1A.
            Risk
      Factors.
            5ITEM
      1B.
            Unresolved
      Staff Comments.
            9ITEM
      2.
            Properties.
            9ITEM
      3.
            Legal
      Proceedings.
            14ITEM
      4.
            Submission
      of Matters to Vote of Securities Holders
            14PART IIITEM
      5.
            Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchase of Equity Securities.
            14ITEM
      6
            Selected
      Financial Information.
            14ITEM
      7.
            Management’s
      Discussion and Analysis of Financial Conditions and Results of
      Operations.
            15ITEM
      7A.
            Quantitative
      and Qualitative Disclosure about Market Risk.
            20ITEM
      8.
            Financial
      Statement and Supplementary Data.
            20ITEM
      9.
            Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure.
            21ITEM
      9A
            Controls
      and Procedures.
            21ITEM
      9A(T)
            Controls
      and Procedures
            22ITEM
      9B
            Other
      information
            22PART IIIITEM
      10.
            Directors,
      Executive Officers and Corporate Governance.
            22ITEM
      11.
            Executive
      Compensation.
            25ITEM
      12.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.
            27ITEM
      13.
            Certain
      Relationships and Related Transactions, and Director
      Independence.
            29ITEM
      14
            Principal
      Accounting Fees and Services.
            30PART IVITEM
      15.
            Exhibits,
      Financial Statement Schedules
            32SIGNATURES
            35









-3-







PART 1





ITEM
      1.  BUSINESS





History
and Organization





Our
Business





The
Company was incorporated under the laws of the State of Nevada on December 11,
2006 under the name of Regency Resources Inc. (“Regency”). Our fiscal year end
is December 31.  Our executive offices are located at 11 Glouchester
Ave, Flat 5, Camden Town, London, NW1 7AU, England.





We do not
have any subsidiaries, affiliated companies or joint venture
partners.





We are a
start-up mineral company in the pre-exploration stage and have not generated any
operating revenues since inception.  We have incurred losses since
inception and our auditors have issued a going concern opinion since we must
raise additional capital, through the sale of our securities, in order to fund
our operations.  There is can be no assurance we will be able to raise
this capital.





On
February 15, 2007 Regency purchased a 100% interest in the Mara Gold Claim (the
“Mara Claim”) from The Mara Group LLC., an unrelated company, for $7,000. The
Mara Claim consists of one – 8 unit claim block containing 122.5 hectares
(approximately 307 acres) located about 20 km North West of the city of Suva, in
the Republic of Fiji.  The Mara Claim is a gold exploration
project.





On July
1st,2008 we acquired a 100% interest in the La Trinidad Gold Claim (the “La
Trinidad Claim”) from an unrelated mineral exploration company, Kalibo Resources
Inc., for the sum of $5,000.  The La Trinidad Claim, a gold
exploration project, covers approximately 94.5 hectares (233.5 acres) located 45
kilometers North East of the city of Lingayen in the Republic of the
Philippines.  The ‘La Trinidad Claim’ and the “Mara Claim” are
sometimes referred to herein collectively as the “Regency Claims”





There can
be no assurance that a commercially viable mineral deposit, an ore reserve,
exists on either of the Regency Claims or can be shown to exist unless and until
sufficient and appropriate exploration work is carried out and a comprehensive
evaluation of such work concludes economic and legal
feasibility.   Such work could take many years of exploration and
would require expenditure of very substantial amounts of capital, capital we do
not presently have and may never be able to raise.  To date, we have
not conducted any exploration work on either of the Regency Claims.





We have
no full-time employees and management of Regency devote a very small percentage
of their time to the affairs of the Company. While neither of our officers and
directors is a director or officer of any other company involved in the mining
industry there can be no assurance such involvement will not occur in the
future.  Such involvement could create a conflict of
interest.











-4-




















ITEM
1A.                      RISK
FACTORS





Risk
      Factors




An
investment in our securities involves an exceptionally high degree of risk and
is extremely speculative. In addition to the other information regarding Regency
contained in this Form 10-K, you should consider many important factors in
determining whether to purchase the shares in our company. The following risk
factors reflect the potential and substantial material risks that could be
involved if you decide to purchase shares in our company.




Risks
Associated with our Company:




1.
            Because our auditors have
      issued a going concern opinion and because our officers and directors may
      not loan any additional money to us, we may not be able to achieve our
      objectives and may have to suspend or cease exploration
      activity.




Our
auditors' report on our December 31, 2009 financial statements expressed an
opinion that substantial doubt exists as to whether we can continue as an
ongoing business for the next twelve months. Because our officers and directors
maybe unwilling to commit to loan or advance additional capital to us, (beyond
the $60,000 already committed to by our President, we believe that if we do not
raise additional capital through the issuance of treasury shares or debt
securities, we will be unable to conduct exploration activity (beyond the
initial work on the Mara Claim budgeted for in this 10-K) and may have to cease
operations and go out of business.




2.
            Because
      the probability of an individual prospect ever having reserves is
      extremely remote, in all probability our property does not contain any
      reserves, and any funds spent on exploration will be
  lost.




Because
the probability of an individual prospect ever having reserves is extremely
remote, in all probability our mineral properties, the Regency Claims, do not
contain any reserves, and any funds spent on exploration will be lost. If we
cannot raise further funds as a result, we may have to suspend or cease
operations entirely which would result in the loss of your
investment.




3.
            We
      lack an operating history and have losses which we expect to continue into
      the future. As a result, we may have to suspend or cease exploration
      activity or cease operations.




We were
incorporated on December 11, 2006, have not yet conducted any exploration
activities and have not generated any revenues. We have no exploration history
upon which to properly evaluate the likelihood of our future success or
failure.  Our net loss from inception to December 31, 2009, the date
of our most recent audited financial statements is $85,129.  Our
ability to achieve and maintain profitability and positive cash flow in the
future is dependent upon




*
            our
      ability to locate a profitable mineral property*
            our
      ability to locate an economic ore reserve*
            our
      ability to generate revenues*
            our
      ability to reduce exploration
costs.




Based
upon current plans, we expect to incur operating losses in future periods. This
will happen because there are expenses associated with the research and
exploration of our mineral property. We cannot guarantee we will be successful
in generating revenues in the future. Failure to generate revenues will cause us
to go out of business.








-5-






4.
            Because
      our officers and directors do not have technical training or experience in
      starting, and operating an exploration company nor in managing a public
      company, we will have to hire qualified personnel to fulfill these
      functions. If we lack funds to retain such personnel, or cannot locate
      qualified personnel, we may have to suspend or cease exploration activity
      or cease operations that will result in the loss of your
      investment.




Because
our officers and directors are inexperienced with exploring for minerals and
starting, and operating a mineral exploration company, we will have to hire
qualified persons to perform surveying, exploration, and excavation of our
property.  Our officers and directors have no direct training or
experience in these areas and as a result may not be fully aware of many of the
specific requirements related to working within the industry. Their decisions
and choices may not take into account standard engineering or managerial
approaches, mineral exploration companies commonly use. Consequently our
exploration, earnings and ultimate financial success could suffer irreparable
harm due to certain of management's lack of experience in this
industry.   Additionally, our officers and directors have no
direct training or experience in managing and fulfilling the regulatory
reporting obligations of a ‘public company’.  Unless our two part time
officers are willing to spend more time addressing these matters, we will have
to hire professionals to undertake these filing requirements for Regency and
this will increase the overall cost of operations. As a result we may have to
suspend or cease exploration activity, or cease operations altogether, which
will result in the loss of your investment.




5.
            We
      have no known ore reserves. Without ore reserves we cannot generate income
      and if we cannot generate income we will have to cease exploration
      activity which will result in the loss your
  investment.




We have
no known ore reserves.   Even if we find
gold  mineralizationwe
cannot guarantee that any gold  mineralizationwill
be of sufficient quantity so as to warrant recovery. Additionally, even if we
find gold mineralizationin
sufficient quantity to warrant recovery, we cannot guarantee that the ore will
be recoverable. Finally, even if any gold  mineralizationis
recoverable, we cannot guarantee that this can be done at a profit. Failure to
locate gold  deposits in economically recoverable quantities will mean
we cannot generate income.  If we cannot generate income we will have
to cease exploration activity, which will result in the loss of your
investment.




6.
            If
      we don't raise enough money for ongoing exploration, we will have to delay
      exploration or go out of business, which will result in the loss of your
      investment.




We are in
the very early pre-exploration stage.  We need to raise additional
capital to undertake exploration activity beyond Phase I work planned for the
Regency Claims .  We do not have sufficient cash on hand to continue
operations for more than twelve months.  Without loan advances from
our officers and directors and/or the issuance of treasury shares, we will not
be able to complete even Phase I of our planned exploration
activity.  You may be investing in a company that will not have the
funds necessary to conduct any meaningful exploration activity due to our
inability to raise additional capital. If that occurs we will have to delay
exploration or cease our exploration activity and go out of business which will
result in the loss of your investment.




7.
            Because we
      are small and do not have much capital, we must limit our exploration and
      as a result may not find an ore body. Without an
      ore body, we cannot generate revenues and you will lose your
      investment.




Provided
we undertake our planned exploration activity, any potential development of and
production from the Regency Claims depends upon the results of exploration
programs and/or feasibility studies and the recommendations of duly qualified
engineers and geologists. Because we are small and do not have much capital, we
must limit our exploration activity unless and until we raise additional
capital.  Any decision to expand our operations on our exploration
property will involve the consideration and evaluation of several significant
factors including, but not limited to:






-6-








●
            Costs
      of bringing the properties into production including
      explorationpreparation
      of production feasibility studies, and construction ofproduction
      facilities;●
            Availability
      and cost of financing;●
            Ongoing
      costs of production;●
            Market
      prices for the minerals to be produced;●
            Environmental
      compliance regulations and restraints; and●
            Political
      climate and/or governmental regulations and
  controls.




Such
programs will require very substantial additional funds. Because we may have to
limit our exploration, we may not find an ore body, even though our properties
may contain mineralized material. Without an ore body, we cannot generate
revenues and you will lose your investment.




8.
            We
      may not have access to all of the supplies and materials we need to begin
      exploration which could cause us to delay or suspend exploration
      activity.




Provided
we have sufficient funds to carry out exploration activity, competition and
unforeseen limited sources of supplies in the industry could result in
occasional spot shortages of supplies, such as dynamite, and certain equipment
such as bulldozers and excavators that we might need to conduct exploration. We
have not attempted to locate or negotiate with any suppliers of products,
equipment or materials. We will attempt to locate products, equipment and
materials as and when we are able to raise the requisite capital.  If
we cannot find the products and equipment we need, we will have to suspend our
exploration plans until we do find the products and equipment we
need.




9.
            Because our
      officers and directors have other outside business activities and may not
      be in a position to devote a majority of their time to our exploration
      activity, our exploration activity may be sporadic which may result in
      periodic interruptions or suspensions of
    exploration.




Our
President and CEO, will be devoting only a small part of her time, approximately
10 hours per month, to our operations our business.  Our CFO and
Secretary-Treasurer will be devoting only approximately 10 hours per month to
our operations.  As a consequence our business may
suffer.  For example, because our officers and directors have other
outside business activities and may not be in a position to devote a majority of
their time to our exploration activity, our exploration activity may be sporadic
or may be periodically interrupted or suspended.   Such
suspensions or interruptions may cause us to cease operations altogether and go
out of business.




10.
      Because mineral exploration and development activities are inherently
      risky, we may be exposed to environmental liabilities. If such an event
      were to occur it may result in a loss of your
  investment.




The
business of mineral exploration and extraction involves a high degree of risk.
Few properties that are explored are ultimately developed into production. At
present, the Regency Claims, our only properties, do not have a known body of
commercial ore. Unusual or unexpected formations, formation pressures, fires,
power outages, labor disruptions, flooding, explosions, cave-ins, landslides and
the inability to obtain suitable or adequate machinery, equipment or labor are
other risks involved in extraction operations and the conduct of exploration
programs. We do not carry liability insurance with respect to our mineral
exploration operations and we may become subject to liability for damage to life
and property, environmental damage, cave-ins or hazards. There are also physical
risks to the exploration personnel working in the rugged terrain of the Regency
Claims, often in poor climatic conditions. Previous mining exploration
activities may have caused environmental damage to the Regency Claims. It may be
difficult or impossible to assess the extent to which such damage was caused by
us or by the activities of previous operators, in which case, any indemnities
and exemptions from liability may be ineffective. If the Regency Claims are
found to have commercial quantities of ore, we would be subject to additional
risks respecting any development and production activities. Most exploration
projects do not result in the discovery of commercially mineable deposits of
ore.






-7-








11.
      No matter how much money is spent on the Regency Claims, the risk is that
      we might never identify a commercially viable ore
  reserve.





No matter
how much money is spent over the years on the Regency Claims, we might never be
able to find a commercially viable ore reserve.  Over the coming
years, we could spend a great deal of money on the Regency Claims without
finding anything of value.  There is a high probability the Regency
Claims do not contain any reserves so any funds spent on exploration will
probably be lost.





12.
      Even with positive results during exploration, the Regency Claims might
      never be put into commercial production due to inadequate tonnage, low
      metal prices or high extraction
costs.





Even if, as a result of future
exploration programs, we are successful in identifying a source of minerals of
good grade we might still fail to find such minerals in the quantity, the
tonnage, required to make commercial production feasible.  If the cost
of extracting any minerals that might be found on the Regency Claims is in
excess of the selling price of such minerals, we would not be able to develop
the Regency Claims.  Accordingly even if ore reserves were found on
the Regency Claims, without sufficient tonnage we would still not be able to
economically extract the minerals from the Regency Claims in which case we would
have to abandon the Regency Claims and seek another mineral property to develop,
or cease operations altogether.




13.
      Because we have not put a mineral deposit into production before, we will
      have to acquire outside expertise. If we are unable to acquire such
      expertise we may be unable to put our properties into production and you
      may lose your investment.




We have
no experience in placing mineral deposit properties into production, and our
ability to do so will be dependent upon using the services of appropriately
experienced personnel or entering into agreements with other major resource
companies that can provide such expertise. There can be no assurance that we
will have available to us the necessary expertise when and if we place a mineral
deposit into production.





14.
      Our directors and officers control a substantial number of our outstanding
      shares and will be able to effect corporate transactions without further
      shareholder approval.





Our
directors and officers own 67.35% of our outstanding shares.  Because
of their control, they will be able to approve certain corporate transactions
without seeking further shareholder approval.  In addition, because of
their control, it will be harder to change the board of directors and
management.






-8-






Risks
Associated with our shares:





15.  Without a
      public market there is no liquidity for our shares and our shareholders
      may never be able to sell their shares that would result in a total loss
      of their investment.





Our
common shares are not listed on any exchange or quotation system and do not have
a market maker which results in no market for our
shares.   Therefore, our shareholders will not be able to sell
their shares in an organized market place unless they sell their shares
privately.  If this happens, our shareholders might not receive a
price per share that they might have received had there been a public market for
our shares.  Now that our registration statement is effective, it is
our intention to apply for a quotation on the OTC Bulletin Board (“OTCBB”)
whereby:





●
            We
      will have to be sponsored by a participating market maker who will
      file
              a
      Form 211 on our behalf since we will not have direct access to the
      FINRA
              personnel;
      and●
            We
      will not be quoted on the OTCBB unless we are current in our
      periodic
              reports;
      being at a minimum Forms 10-K and 10-Q; filed with the
              SEC
      or other regulatory authorities.





Presently,
we estimate the time it will take us to become approved for a quotation on the
OTCBB will be twelve weeks from the date of our filing.  However, we
cannot be sure we will be able to obtain a participating market maker or be
approved for a quotation on the OTCBB.   If this is the case,
there will be no liquidity for the shares of our shareholders.





16.
            Even if a market develops for our shares our
      shares may be thinly traded, with wide share price fluctuations, low share
      prices and minimal
liquidity.





If a
market for our shares develops, the share price may be volatile with wide
fluctuations in response to several factors, including:





●
            Potential
      investors’ anticipated feeling regarding our results of
      operations;●
            Increased
      competition and/or variations in mineral prices;●
            Our
      ability or inability to generate future revenues; and●
            Market
      perception of the future of the mineral exploration
    industry.





In
addition, if our shares are traded on the OTCBB, our share price may be impacted
by factors that are unrelated or disproportionate to our operating
performance.  Our share price might be affected by general economic,
political and market conditions, such as recessions, interest rates or
international currency fluctuations.  In addition, even if our stock
is approved for quotation by a market maker through the OTCBB, stocks traded
over this quotation system are usually thinly traded, highly volatile and not
followed by analysts.  These factors, which are not under our control,
may have a material effect on our share price.





17.
      We anticipate the need to sell additional treasury share in the future
      meaning that there will be a dilution to our existing shareholders
      resulting in their percentage ownership in the Company being reduced
      accordingly.





We expect
that the only way we will be able to acquire additional funds is through the
sale of our common stock.  This will result in a dilution effect to
our shareholders whereby their percentage ownership interest in the Company is
reduced.  The magnitude of this dilution effect will be determined by
the number of shares we will have to issue in the future to obtain the funds
required.






-9-






18.  Because our
      securities are subject to penny stock rules, you may have difficulty
      reselling your shares.




Our
shares are "penny stocks" and are covered by Section 15(g) of the Securities
Exchange Act of 1934 which imposes additional sales practice requirements on
broker/dealers who sell the Company's securities including the delivery of a
standardized disclosure document; disclosure and confirmation of quotation
prices; disclosure of compensation the broker/dealer receives; and, furnishing
monthly account statements. For sales of our securities, the broker/dealer must
make a special suitability determination and receive from its customer a written
agreement prior to making a sale. The imposition of the foregoing additional
sales practices could adversely affect a shareholder's ability to dispose of his
stock.





ITEM
1B.                      UNRESOLVED
STAFF COMMENTS





There are
no unresolved staff comments outstanding at the present time.





ITEM
      2.   PROPERTIES




Our
Business




Provided
we have sufficient funds to do so, we intend to undertake exploration work on
both of the Regency Claims. The Regency Claims were selected for acquisition due
to previously recorded exploration work and because the claims are not located
in an environmentally sensitive region. However, at present do not we have funds
available to undertake Phase I work on the La Trinidad Claim as described
below.




We
are presently in the pre-exploration stage and there is no assurance that
mineralized material with any commercial value exits on either of our
properties.




We do not
have any ore body and have not generated any revenues from our
operations.  Our planned exploration work is exploratory in
nature.  There can be no assurance that a commercially viable mineral
deposit, an ore reserve, exists on either of the Regency Claims or can be shown
to exist unless and until sufficient and appropriate exploration work is carried
out and a comprehensive evaluation of such work concludes economic and legal
feasibility.   Such work could take many years of exploration and
would require expenditure of very substantial amounts of capital, capital we do
not presently have and may never be able to raise.  To date, we have
not conducted any exploration work on either of the Regency Claims.We presently do not have
funds sufficient to complete even Phase 1 of a two-phase exploration program
recommended for the la Trinidad Gold Claim.




Descriptions
of the Regency Claims, our two exploration property interests, are as
follows:





La
Trinidad Claim




Location
and Access




Regency
is the registered and beneficial owner of a 100% interest in the La Trinidad
Claim, located the Republic of Philippines. The La Trinidad Claim covers an area
of approximately 94.5 hectares (approximately 233.5 acres) and is located about
45 km North East of the city of Lingayen and 35 km South West of the city of San
Fernanda. The claim is accessible by all-weather government-maintained roads to
the towns of Lingayen and to San Fernanda. Year-round deep sea port facilities
at Lingayen.  As well, Lingayen has an experienced work force and will
provide all the necessary services needed for an exploration and development
operation, including police, hospitals, groceries, fuel, helicopter services,
hardware and other necessary items. Drilling companies and assay facilities are
also present in Lingayen








-10-







The
topography and relief of the La Trinidad Claim is fairly rugged. The claim falls
within the so-called tropical climate zone, a zone characterized by high
temperatures the whole year round, relatively high rainfall and lush vegetation.
Rainfall can occur in every month, but the wettest months are October, November
and December.  Annual rainfall is approximately 1.5
meters.  Due to the steep, deforested, mountains on average 60 percent
of the rainwater quickly runs off the claim area, with the remaining 40% quickly
evaporating or seeping into underground aquifers.  Exploration work
can be undertaken year round on the La Trinidad Claim.





Property
Geology





The La
Trinidad Claim is underlain by Precambrian rocks, sediments and volcanics,
exposed along a wide axial plain.  The volcanics are hornfelsed and
commonly contain minor pyrite, ­pyrrhotite.  To the east of the
claim are intrusives consisting of rocks such as tonalite, monzonite, and gabbro
while on the western most point of the claim the intrusives also consist of a
large mass of granodiorite.




In
general the intrusive volcanics culminate with effluents of hydrothermal
solutions that carry precious metals in the form of naked elements, oxides or
sulphides.   These hydrothermal solutions intrude into the older
rocks as quartz veins. These rocks may be broken due to mechanical and chemical
weathering into sand size particles and carried by streams and channels. Gold
occurs also in these sands as placers.




Recent
exploration for gold occurrences in the area immediately surrounding the La
Trinidad Claim has been encouraging.  This area is well know for
numerous productive mineral occurrences including the Cabarroguis Gold Mine
located approximately 55 kilometers (34 miles) to the west of our
claim.




Previous
Exploration





The La
Trinidad Claimhas
seen very limited historical exploration.  Several properties to the
west of our claim have ben drilled by junior exploration
companies.  We have not yet undertaken any work on the La Trinidad
Claim and  there is no known mineralization on the La Trinidad
Claim.




Plan of Operation:Proposed Exploration
Work




Mr.
Roberto Cua, P. Geo., authored the "Summary of Exploration On The La Trinidad
Property, La Trinidad, Philippines” dated July 7, 2008 (the “Cua Report”), in
which he recommended a phased exploration program to properly evaluate the
potential of the La Trinidad Claim. We must conduct exploration to determine
what minerals exist on our property and whether they can be economically
extracted and profitably processed. Subject to having funds sufficient to do so,
we plan to proceed with exploration of the La Trinidad Claim, in the manner
recommended in the Cua Report, to determine the potential for discovering
commercially exploitable deposits of gold.




We do not
have any ores or reserves whatsoever at this time on the La Trinidad Claim. Our
planned work is exploratory in nature.




Mr. Cua
is, and has since 1998 been, a registered Professional Geologist in good
standing in the Geological Society of Philippines. He graduated from the
University of far east, Manila, with a degree in geology (B. Sc.,1981) and a
Master’s degree (M. Sc.) in 1986 from the same university.




The Cua
Report concludes that:




-           the
area of the La Trinidad Claim is well known for numerous productive mineral
occurrences;






-11-






-           the
locale of the La Trinidad Gold Claim is underlain by the units of the
Precambrian rocks that are found at those mineral occurrence sites.


-           these
rocks consisting of cherts and argillites (sediments) and andesitic to basaltic
volcanic have been intruded by granodiorite.


-           structures
and mineralization probably related to this intrusion are found throughout the
region and occur on the claim. They are associated with all the major
mineral    occurrences and deposits in the area.


-           mineralization
found on the claim is consistent with that found associated with zones of
extensive mineralization. Past work however has been limited and sporadic and
has not tested the potential of the property.


-           potential
for significant amounts of mineralization to be found exists on the property and
it merits intensive exploration.




The Cua
Report recommends a two-phase exploration program to properly evaluate the
potential of the claims.   We anticipate, based on the budgets
set forth in the Cua Report, that Phase I work will cost $12,700 (PHP
602,000).




Phase I
work will include establishing a grid
and the creation of maps showing the location of all roads in and near the
perimeter of the Regency Claims.  The laying out of a grid and line
cutting involves the physical cutting of the underbrush and overlay to establish
an actual grid on the ground whereby items can be related one to another more
easily and with greater accuracy. When we map, we essentially generate a drawing
of the physical features of the land we are interested in as well as a depiction
of what may have been found in relation to the boundaries of the property. So we
will actually draw a scale map of the area and make notes on it as to the
location where anything was found that was of interest or not.  In the
process we will also identify any showings which appear to warrant sampling,
i.e. any rock formations that appear to warrant our taking soil and rock samples
from the claims to a laboratory where a determination of the elemental make up
of the sample and the exact concentrations of gold and/or uranium and other
indicator minerals can be made.




The work
is phased in such a manner as to allow decision points to ensure that future
work has a value and will provide better or additional information as to the
viability of the claim. By utilizing a multi-phase work program, at the end of
each phase a decision can be made as to whether the phase has provided the
necessary information to increase the viability of the project. If the
information obtained as a result of any phase indicates that there is no
increased probability of finding an economically viable deposit at the end of
the project, a determination would be made that the work should cease at that
point.




Assuming
the results of the Phase I work identify suitable targets, thus indicating
further exploration of the La Trinidad Claim is warranted, we intend, provided
we are able to raise funds to do so, undertake a Phase II geochemical surveying
and surface sampling program at a cost of approximately $25,260 (PHP
1,205,000).    Assuming the results of a Phase II trenching
program identify suitable drill targets a Phase III drilling program could be
undertaken.  Once again, our ability to conduct such Phase III work is
subject to our ability to raise funds to do so.




Mara
Claim




Location
and Access




The Mara
Claim gold exploration project consists of 1 unpatented mineral claim, covering
122.5 hectares (approximately 303 acres) located 20 kilometers (approximately
12.5 miles) North West of the town of Suva, Fiji. The claim was assigned to
Regency by The Mara Group LLC., an unaffiliated seller,  and the said
assignment was filed with the Mineral Resources Department of the Ministry of
Energy and Mineral Resources of the Government of the Republic of
Fiji.  Regency owns a 100% interest in the property.






-12-







The Mara
Claim is accessible from Suva, Fiji by traveling on the country’s only highway
system which for the most part consists of one lane in each direction and by
taking an all weather gravel road. The town of Suva has an experienced work
force and will provide all the necessary services needed for an exploration and
development operation, including police, hospitals, groceries, fuel, helicopter
services, hardware and other necessary items. Drilling companies and assay
facilities are present in Suva.





The Mara
Claim lies at an elevation of 1,650 feet near the northeast end of the Nakanai
Mountain Range. The main mountain ridge has a maximum peak of 2,642 feet with
steep east facing slopes.




Tropical
mountain forests grow at lower elevations in the northwest corner of the claim
and good rock exposure is found along the peaks and ridges in the eastern
portion of the claim. The climate is mild year round with the rainy season
falling from May to October.





There are
no known environmental concerns or parks designated for any area contained
within the claims. The property has no encumbrances.  As and when
advanced exploration is contemplated there may be bonding requirements for
reclamation.





Property
Geology





The
property is underlain by rocks of the Savura Volcanic Group and is derived from
a potassium-rich magma of shoshonite association evolving from an absarokite
parent magma to shoshonite, bankite and monzonite derivates. The Savura Volcanic
Group consists of interlayered chert, argillite and massive andesitic to
basaltic volcanics. The volcanics are hornfelsed, commonly contain minor pyrite,
­pyrrhotite.





Previous
Exploration





Fijian
and British prospectors first reported gold in the area of the Mara Claim over
60 years ago. Mineral lode claims were recorded in 1947 in the surrounding
areas.  Numerous showings of mineralization have been discovered in
the area and six prospects have achieved significant production, with the nearby
Tradewinds Gold Mine (25 kilometers away) producing 155,000 ounces of gold
annually.  During the 1990’s junior mineral exploration companies
drilled several properties west of the Mara Claim.





Past work
on Mara Claim since 2000 has indicated the presence of sulphide mineralization
containing gold and silver values. No mineralization has been reported for the
area of the property but structures and shear zones affiliated with
mineralization on adjacent properties pass through it. Previous exploration work
has not, to the knowledge of Mr. Robards, included any attempt to drill the
structure on Mara Gold Claim. Records indicate that no detailed exploration has
been completed on the property.





Subject
to raising the necessary capital, Regency Resources Inc. is prepared to conduct
preliminary exploration work on the property.




Plan of Operation:Proposed Exploration
Work




A two
phased mineral exploration program, consisting of air photo interpretation,
geological mapping, geochemical soil sampling and geophysical surveying to
identify targets for diamond drilling, has been recommended by Peter Robards, P.
Geol., in his report titled “Summary Of Exploration On The Mara Property,, Suva
Fiji” (the “Robard’s Report”).





In his
report Mr. Robards, who vsited the Mara Claim on February 5th-8th
2008, observed that (i) the area is well known for numerous productive mineral
occurrences (including the Tradewinds Gold Mines some 25 kilometers
(approximately 15.5 miles) to the east) and, (ii) that the locale of the Mara
Claim is underlain by the same rock units of the Savura Volcanic Group that are
found at those mineral occurrence sites.








-13-







Phase I
work would consist of air photo interpretation of the structures, geological
mapping, both regionally and detailed on the area of the main showings,
geophysical survey using both magnetic and electromagnetic instrumentation in
detail over the area of the showings and in a regional reconnaissance survey and
geochemical soil sample surveying regionally to identify other areas on the
claim that are mineralized and in detail on the known areas of mineralization.
The effort of this exploration work is to define and enable interpretation of a
follow-up (i.e. Phase II) diamond drill program, so that the known
mineralization and the whole property can be thoroughly evaluated with the most
up to date exploration techniques.





A phased
exploration program to further delineate the mineralized system currently
recognized on Mara Gold Claim is recommended.





The
proposed budget for Phase I work is as follows:





1.   Geological
Mapping                                                               $   4,000





2.   Geophysical
Surveying                                                         $   3,315





3.   Geochemical
surveying and surface
sampling                   $ 13,100


(includes
sample collection and assaying)


TOTAL
PHASE
I                                   $ 20,415




We
currently have no funds available to undertake any portion of Phase I work on
the Mara Claim. Unless and until we are able to raise additional funds (through
the issuance of additional shares, debt securities or loan advances from our
President in addition to the $60,000 already committed to) we will be unable to
undertake any exploration work on the Mara Gold Claim.




General





Particularly
since we have a limited operating history, no reserves and no revenue, our
ability to raise additional funds might be limited.  If we are unable
to raise the necessary funds, we would be required to suspend Regency’s
operations and liquidate our company.




There are
no permanent facilities, plants, buildings or equipment on the Regency
Claims.




Government
Regulation




Exploration
activities are subject to various national, state, foreign and local laws and
regulations in the Philippines and Fiji, which govern prospecting, development,
mining, production, exports, taxes, labor standards, occupational health, waste
disposal, protection of the environment, mine safety, hazardous substances and
other matters. We believe that we are in compliance in all material respects
with applicable mining, health, safety and environmental statutes and the
regulations passed thereunder in the Philippines and Fiji.




Environmental
Regulation




Our
exploration activities are subject to various federal, state and local laws and
regulations governing protection of the environment. These laws are continually
changing and, as a general matter, are becoming more restrictive. Our policy is
to conduct business in a way that safeguards public health and the environment.
We believe that our exploration activities are conducted in material compliance
with applicable laws and regulations.




Changes
to current local, state or federal laws and regulations in the jurisdictions
where we operate could require additional capital expenditures and increased
operating and/or reclamation costs. Although we are unable to predict what
additional legislation, if any, might be proposed or enacted, additional
regulatory requirements could render certain exploration activities
uneconomic.








-14-






Competition




We
compete with other exploration companies searching for gold and other precious
metals properties. There is competition for the limited number of gold
acquisition opportunities, some of which is with other companies having
substantially greater financial resources than we do. As a result, we may have
difficulty acquiring attractive exploration properties.




We
believe no single company has sufficient market power to affect the price or
supply of gold in the world market.




Employees




We intend
to continue to use the services of consultants for exploration work on our
properties. At present, we have no employees as such although each of our
officers and directors devotes a portion of his time to the affairs of the
Company.  None of our officers and directors has an employment
agreement with us. We presently do not have pension, health, annuity, insurance,
profit sharing or similar benefit plans; however, we may adopt such plans in the
future. There are presently no personal benefits available to any
employee.




As
indicated above we will hire subcontractors on an as needed basis. We have not
entered into negotiations or contracts with any of potential
subcontractors.  We do not intend to initiate negotiations or hire
anyone until we are nearing the time of commencement of our planned exploration
activities.





ITEM
      3.    LEGAL
PROCEEDINGS





There are
no legal proceedings to which Regency is a party or to which the Regency Claims
are subject, nor to the best of management’s knowledge are any material legal
proceedings contemplated.





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





There has
been no Annual General Meeting of Stockholders since Regency’s date of
inception.  Management plans to hold an Annual General Meeting of
Stockholders during 2010.





PART
      II





ITEM
      5.         MARKET FOR
      REGISTRANT’S COMMON EQUITY, RELATED    STOCKHOLDER
      MATTERS AND ISSUER PURCHASE OF EQUITY
SECURITIES





Since
inception, Regency has not paid any dividends on its common stock, and Regency
does not anticipate that it will pay dividends in the foreseeable
future.  As at December 31, 2009, Regency had 45 shareholders; two of
these shareholders are officers and directors of Regency.





Option
Grants and Warrants outstanding since Inception.





No stock
options have been granted since Regency’s inception.





There are
no outstanding warrants or conversion privileges for Regency’s
shares.





ITEM
6.                      SELECTED
FINANCIAL INFORMATION





The
following summary financial data was derived from our financial
statements.   This information is only a summary and does not
provide all the information contained in our financial statements and related
notes thereto.  You should read the “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and our financial
statements and related noted included elsewhere in this Form 10-K.






-15-









Operation
Statement Data


For
      the yearended
              Dec. 31, 2009
            Dec.
      11, 2006
              (date
      of incorporation) to Dec. 31,
      2009Revenue
            $  -
            $   -Exploration
      expenses
            -
            14,646General
      and Administration
            34,895
            69,919Net
      loss
            34,895
            84,565Weighted
      average shares outstanding (basic)
            2,450,000Weighted
      average shares outstanding (diluted)
            2,450,000Net
      loss per share (basic)
            $
      (0.01)Net
      loss per share (diluted)
            $
      (0.01)





Balance
Sheet Data





Cash
      and cash equivalent
            $   424Total
      assets
            424Total
      liabilities
            43,339Total
      Shareholders’ deficiency
            (42,915)





Our
historical results do not necessary indicate results expected for any future
periods.





ITEM
      7.      MANAGEMENT’S DISCUSSION AND ANALYSIS
      OF FINANCIAL CONDITIONS AND RESULTS OF
  OPERATIONS




This
section of the Form 10-K includes a number of forward-looking statements that
reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of this Form 10-K. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions.




We are a
start-up, pre-exploration stage company, have a limited operating history and
have not yet undertaken any exploration activity or generated or realized any
revenues from the Regency Claims.  Our properties are in the
pre-exploration stage and there is no reasonable likelihood that revenue can be
derived from the Regency Claims in the foreseeable future.  There can
be no assurance that a commercially viable mineral deposit, an ore reserve,
exists on either of  the Regency Claims or can be shown to exist
unless and until sufficient and appropriate exploration work is carried out and
a comprehensive evaluation of such work concludes economic and legal
feasibility.   Such work could take many years of exploration and
would require expenditure of very substantial amounts of capital, capital we do
not presently have and may never be able to raise.  We have funds sufficient
to complete only Phase 1 of a phased exploration program recommended for La
Trinidad Claim.




Our auditors have issued a going
concern opinion. This means that our auditors believe there is substantial doubt
that we can continue as an on-going business for the next twelve months unless
we obtain additional capital to pay our bills. This is because we have not
generated any revenues and no revenues are anticipated until we begin removing
and selling minerals. Accordingly, we must raise cash from sources other than
the sale of minerals found on the Regency Claims.  Our only other
source for cash at this time is investments by others in the
Company.  We must raise cash to implement our planned exploration
program and stay in business.






-16-






To meet
our need for cash we must raise additional capital.  We will attempt
to raise additional money through a private placement, public offering or
through additional loans from our directors and officers.  We have
discussed this matter with our officers and directors. However, our officers and
directors are unwilling to make any commitments as to the amount of money they
are prepared to advance in the future beyond those funds committed under the
President’s Loan Agreement.  At the present time, we have not made any
arrangements to raise any additional cash.  We require additional cash
to continue operations.  Such operations could take many years of
exploration and would require expenditure of very substantial amounts of money,
money we do not presently have and may never be able to
raise.   If we cannot raise it we will have to abandon our
planned exploration activities and go out of business.




We
estimate we will require $52,203 in cash during the remainder of 2010, over the
next twelve months, including the cost of planned Phase I exploration work on
the La Trinidad Claim during that period.  We estimate future cash
advances of approximately $28,375 under the President’s Loan Agreement together
with our cash on hand will not enable us to meet our current obligations. For a
detailed breakdown see in “Liquidity and Capital Reserves”.   As
noted above, thereafter we will need additional funds either from further
advances made by our officers or directors, the sale of treasury shares or the
issuance of debt securities.




Despite
cash advances under the President’s Loan Agreement, we will have to raise
additional funds in order to satisfy our expected cash requirements in 2010 and
beyond.  Should our President fail to advance the amounts agreed we
will not have sufficient funds to satisfy our cash requirements and would have
to go out of business.  Furthermore, if our President were to exercise
her right to demand repayment of her loan we would have no funds to satisfy our
cash requirements and would have to go out of business.




We may
attempt to interest other companies to undertake exploration work on the Regency
Claims through joint venture arrangement or even the sale of part of the Regency
Claims.  Neither of these avenues has been pursued as of the date of
this Form 10-K.   If we are unable to finance exploration
activities, we may have no alternative but to go out of business.




We do not
intend to hire any employees at this time. Any work undertaken on the Regency
Claims will be conducted by unaffiliated independent contractors that we will
hire. The independent contractors will be responsible for surveying, geology,
engineering, exploration, and excavation. The geologists will evaluate the
information derived from the exploration and excavation and the engineers will
advise us on the economic feasibility of removing the mineralized
material.




Limited Operating History; Need for
Additional Capital




There is
no historical financial information about us upon which to base an evaluation of
our performance as an exploration corporation. We are a pre-exploration stage
company and have not generated any revenues from our exploration activities.
Further, we have not generated any revenues since our formation on December 11,
2006.  We cannot guarantee we will be successful in our exploration
activities. Our business is subject to risks inherent in the establishment of a
new business enterprise, including limited capital resources, possible delays in
the exploration of our properties, and possible cost overruns due to price and
cost increases in services.




To become
profitable and competitive, we must invest into the exploration of our mineral
properties before we start production of any minerals we may find. We must
obtain equity or debt financing to provide the capital required to fully
implement our phased exploration program.We have no
assurance that financing will be available to us on acceptable terms. If
financing is not available on satisfactory terms, we will be unable to commence,
continue, develop or expand our exploration activities. Even if available,
equity financing could result in additional dilution to existing
shareholders.








-17-






Trends




We are in
the pre-explorations stage, have not generated any revenue and have no prospects
of generating any revenue in the foreseeable future.  We are unaware
of any known trends, events or uncertainties that have had, or are reasonably
likely to have, a material impact on our business or income, either in the long
term of short term, other than as described in this section or in ‘Risk
Factors’.




Critical
Accounting Policies




Our
discussion and analysis of its financial condition and results of operations,
including the discussion on liquidity and capital resources, are based upon our
financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States. The preparation of these
financial statements requires us to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. On an ongoing basis, management
re-evaluates its estimates and judgments.




The going
concern basis of presentation assumes we will continue in operation throughout
the next fiscal year and into the foreseeable future and will be able to realize
our assets and discharge our liabilities and commitments in the normal course of
business. Certain conditions, discussed below, currently exist which raise
substantial doubt upon the validity of this assumption. The financial statements
do not include any adjustments that might result from the outcome of the
uncertainty.




Our intended exploration activities are
dependent upon our ability to obtain third party financing in the form of debt
and equity and ultimately to generate future profitable exploration activity or
income from its investments. As of December 31, 2009, we have not generated
revenues, and have experienced negative cash flow from minimal exploration
activities. We may look to secure additional funds through future debt or equity
financings. Such financings may not be available or may not be available on
reasonable terms.




Overview




Our
financial statements contained herein have been prepared on a going concern
basis, which assumes that we will be able to realize our assets and discharge
our obligations in the normal course of business. We incurred net losses from
operations for the period from inception on December 11, 2006 to December 31,
2009 of $85,129. We did not earn any revenues during the aforementioned
period.




Our
financial statements included in this prospectus have been prepared without any
adjustments that would be necessary if we become unable to continue as a going
concern and are therefore required to realize upon our assets and discharge our
liabilities in other than the normal course of operations.




We are
presently in the pre-exploration stage and there is no assurance that a
commercially viable mineral deposit, a reserve, exits in either of the Regency
Claims until we undertake exploration work and a comprehensive evaluation
concludes economic and legal feasibility.  Such work could take many
years of exploration and would require expenditure of very substantial amounts
of capital, capital we do not presently have and may never be able to
raise.  To date, we have not conducted any exploration work either of
the Regency Claims.We do
not  have funds sufficient to complete only Phase 1 of a two-phase
exploration program recommended for the La Trinidad Claim, only one of the
Regency Claims.






-18-








Our
Planned Exploration Program




We must
conduct exploration to determine what amounts of minerals exist on either of the
Regency Claims and if such minerals can be economically extracted and profitably
processed.




Our
planned exploration program is designed to efficiently explore and evaluate our
properties.




Our
anticipated exploration costs over the next twelve months, for work to be
undertaken on the La Trinidad Claim, are approximately $12,700.  This
figure represents the anticipated cost to us of completing the Phase I of the
Cua Report.  Should the results of the Phase I work be sufficiently
encouraging to justify our undertaking the Phase II program, in order to
undertake Phase II (at an estimated cost of $27,600), we will have to raise
additional investment capital.




Liquidity and Capital
Resources




Since
inception we have raised the capital through private placements of common stock
as follows:




Since
inception, in addition to cash advances aggregating $31,625 made by our
President, on April 15, 2007 the officers and directors of the Company completed
a private placement pursuant to Regulation S of the Securities Act of 1933,
whereby 1,650,000 shares of common stock were sold at the price of $0.001 per
share to raise $1,650.  On October 31, 2008 Regency completed a
further private placement pursuant to Regulation S of the Securities Act of
1933, whereby 800,000 common shares were sold at the price of $0.05 per share to
raise $40,000.




As of
December 31, 2009 our total assets were $424 and our total liabilities were
$43,903 including $31,625 to related parties.




Under the
terms of the President’s Loan Agreement, the Company has access to up to an
additional $28,375 in cash, on an ‘as needed’ basis to meet our anticipated
expenses over the remainder of 2010 as itemized below:


Expense
            Ref.
            Estimated
              AmountAccounting
      and audit
            (i)
            $
      7,500Bank
      charges
            
            300Edgar
      expenses
            (ii)
            1,550Exploration
      costs – La Trinidad Gold Claim
            (iii)
            12,700Filing
      fees – Nevada; Sec of State
            (iv)
            275Management
      fees
            (v)
            12,000Office
      and general expenses
            (vi)
            1,000Rent
            (vii)
            3,600Transfer
      agent fees
            (viii)
            1,000Estimated
      expenses for the nexttwelve
      months
            
            39,925Account
      payable – unrelated parties at December 31, 2009
            (x)
            12,278Estimated
      funds required over the next twelve months
            
            $52,203











-19-







(i)           Accounting
and audit





Relates
      to fees in connection with the preparation of quarterly and annual
      financial statements and filings on Forms 10-K and 10-Q as
      follows:





Period
            Accountant
            Auditor
            AmountMarch
      31, 2010
            $     750
            $     500
            $   1,250June
      30 , 2010
            750
            500
            1,250September
      30, 2010
            750
            500
            1,250December
      31, 2010
            1,250
            2,500
            3,750Estimated total
            $  3,500
            $  4,000
            $   7,500





(ii)           Edgar
expenses





The
      estimated cost of edgarizing the Forms 10-Q and
  10-K.





(iii)           Exploration
costs





The
      projection of cash required over the next twelve months has assumed that
      Phase I of the recommended work program, set out in the Cua Report, will
      be completed at an estimated cost of
$12,700.





(iv)
            Filing
      fees in Nevada





To
      maintain the Company in good standing in the State of Nevada an annual fee
      of approximately $275.





(v)           Management
fees





The
Company has agreed to pay the President’s brother, Gordon Brooke, $1,000 per
month commencing July 1, 2008.





(vi)           Office
and general





We
      have estimated a cost of approximately $1,000 for photocopying, printing,
      fax and delivery.





(vii)           Rent





The
Company has agreed to pay Gordon Brooke, the brother of the President $300 per
month for the use of his residence as an office.





(viii)           Transfer
agent





The annual fee from Action Stock
Transfer Inc. to act as transfer agent for us is $1,000





(ix).           Accounts
payable – unrelated parties





The
amount outstanding as at December 31, 2009 was $11,714 which (i) consists of the
following amounts:





Independent
Accountant
–        $  2,500


In-house
Accountants   -                8,899


Photocopies                                    
    315


Transfer
agent’s
fees                    564


Total                                       -     $12,278




Our
future operations are dependent upon our ability to obtain third party financing
in the form of debt and equity and ultimately to generate future profitable
operations. As of the date of this Form 10-K, we have not generated revenues,
and have experienced negative cash flow from operations. We may look to secure
additional funds through future debt, equity financings or advances from our
officers and directors. These sources of financing may not be available or may
not be available on reasonable terms.




Year
ended December 31, 2009.




We
incurred accumulated net losses since inception of $85,129.






-20-







Balance
Sheet





Total
cash and cash equivalents, as at December 31, 2009 and December 31, 2008 were
respectively $424 and $7,540.  Our working capital deficit as at
December 31, 2009 and December 31, 2008 were respectively, $43,479 and
$8,020.  If amounts owed to related parties are excluded there was a
negative working capital position as at December 31, 2009 of $ 11,854; and as at
December 31, 2008, positive working capital  of $1,323.





Our
working capital is attributable to the completion of an initial capital
contribution on April 15, 2007, which raised $1,650, a private placement on
October 31, 2008, which raised a further $40,000 together with cash advances
from our President aggregating $31,625.    No revenue was
generated during these periods.





Total
shareholders’ deficiency as at December 31, 2009 and December 31, 2008 were
respectively $43,379 and $8,020.





As of
December 31, 2009 shares of common stock outstanding was 2,450,000.





ITEM
      7A.       QUANTITATIVE AND QUALITATIVE
      DISCLOSURE ABOUT
MARKET   RISK





Not
applicable





ITEM
8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA





The
financial statements attached to this Form 10-K for the year ended December 31,
2009 have been examined by our independent accountants, Madsen & Associates
CPA’s Inc. and attached hereto.





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





During
the year ended December 31, 2009, to the best of our knowledge, there have been
no disagreements with Madsen & Associates CPA’s Inc. on any matters of
accounting principles or practices, financial statement disclosure, or audit
scope procedures, which disagreement if not resolved to the satisfaction of
Madsen & Associates CPA’s Inc. would have caused them to make a reference in
connection with its report on the financial statements for the
year.





ITEM
9A – CONTROLS AND PROCEDURES





Our
management, on behalf of the Company, has considered certain internal control
procedures as required by the Sarbanes-Oxley (“SOX”) Section 404 A which
accomplishes the following:




Internal
controls are mechanisms to ensure objectives are achieved and are under the
supervision of the Company’s Chief Executive Officer, being Jane H. C. Brooke,
and Chief Financial Officer, being Dragan Bozanic. Good controls encourage
efficiency, compliance with laws and regulations, sound information, and seek to
eliminate fraud and abuse.




These
control procedures provide reasonable assurance regarding the reliability of
financial reporting and the preparation of the Company’s financial statements
for external purposes in accordance with U.S. generally accepted accounting
principles.




Internal
control is "everything that helps one achieve one's goals - or better still, to
deal with the risks that stop one from achieving one's goals."




Internal
controls are mechanisms that are there to help the Company manage risks to
success.






-21-








Internal
controls is about getting things done (performance) but also about ensuring that
they are done properly (integrity) and that this can be demonstrated and
reviewed (transparency and accountability).




In other
words, control activities are the policies and procedures that help ensure the
Company’s management directives are carried out. They help ensure that necessary
actions are taken to address risks to achievement of the Company’s objectives.
Control activities occur throughout the Company, at all levels and in all
functions. They include a range of activities as diverse as approvals,
authorizations, verifications, reconciliations, reviews of operating
performance, security of assets and segregation of duties.





As of
December 31, 2009, the management of the Company assessed the effectiveness of
the Company’s internal control over financial reporting based on the criteria
for effective internal control over financial reporting established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (“COSO”) and SEC guidance on conducting such
assessments.  Management concluded, during the year ended December 31,
2009, internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules.  Management realized there
are deficiencies in the design or operation of the Company’s internal control
that adversely affected the Company’s internal controls which management
considers to be material weaknesses.





In the
light of management’s review of internal control procedures as they relate to
COSO and the SEC the following were identified:





●              The
Company’s Audit Committee does not function as an Audit Committee should since
there is a lack of independent directors on the Committee and the Board of
Directors has not identified an “expert”, one who is knowledgeable about
reporting and financial statements requirements, to serve on the Audit
Committee.





●              The
Company has limited segregation of duties which is not consistent with good
internal control procedures.





●              The
Company does not have a written internal control procedurals manual which
outlines the duties and reporting requirements of the Directors and any staff to
be hired in the future.  This lack of a written internal control
procedurals manual does not meet the requirements of the SEC or good internal
control.





●              There
are no effective controls instituted over financial disclosure and the reporting
processes.





Management
feels the weaknesses identified above, being the latter three, have not had any
affect on the financial results of the Company. Management will have to address
the lack of independent members on the Audit Committee and identify an “expert”
for the Committee to advise other members as to correct accounting and reporting
procedures.





The
Company and its management will endeavor to correct the above noted weaknesses
in internal control once it has adequate funds to do so.   By
appointing independent members to the Audit Committee and using the services of
an expert on the Committee will greatly improve the overall performance of the
Audit Committee.   With the addition of other Board Members and
staff the segregation of duties issue will be addressed and will no longer be a
concern to management.  By having a written policy manual outlining
the duties of each of the officers and staff of the Company will facilitate
better internal control procedures.





Management
will continue to monitor and evaluate the effectiveness of the Company’s
internal controls and procedures and its internal controls over financial
reporting on an ongoing basis and are committed to taking further action and
implementing additional enhancements or improvements, as necessary and as funds
allow.






-22-







ITEM
9A (T) – CONTROLS AND PROCEDURES





There
were no changes in the Company’s internal controls or in other factors that
could affect its disclosure controls and procedures subsequent to the Evaluation
Date, nor any deficiencies or material weaknesses in such disclosure controls
and procedures requiring corrective actions.





ITEM
9 B – OTHER INFORMATION





There are
no matters required to be reported upon under this Item.





PART
111





ITEM
      10.
            DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE





Officers
and Directors




Each of
our Directors serves until his successor is elected and qualified. Each of our
officers is elected by the Board of Directors to a term of one (1) year and
serves until his or her successor is duly elected and qualified, or until he or
she is removed from office. The Board of Directors has no nominating or
compensation committees.




The name,
address, age and position of our officers and directors is set forth
below:




Name
      andAddress
            Position(s)
            AgeJane
      H. C. Brooke
              London,
      England
            Chief
      Executive
              Officer,
      President And Director (1)
            53Dragan
      Bozanic
              Mississauga,
      Ontario,Canada
            Chief
      Financial Officer,
              Chief
      Accounting Officer, Secretary-Treasurer  and Director
      (2)
            62





(1)
            Jane
      H. C. Brooke was appointed a director and was appointed President and
      Chief Executive Officer on December 11, 2006.(2)
            Dragan
      Bozanic became a director and was appointed
              Secretary
      Treasurer and Chief Financial Officer on December 11,
  2006.





The
percentage of common shares beneficially owned, directly or indirectly, or over
which control or direction are exercised by the directors and officers of our
Company, collectively, is approximately 67% of the total issued and outstanding
shares.




Neither
of our directors or officers has professional or technical accreditation in the
mining business.




Background of
officers and directors




JANE H.
C. BROOKE has been a director and our President and CEO since inception. Since
her graduation, in 1973, from Pitman College, London, England, Jane has been
employed in the secretarial and executive assistant field. From 2002 to 2006 she
served as Administrator/Office Manager for Urban Catalyst Ltd., a London
property development company. From November 2006 to the present she has served
as the Personal Assistant to the Property Director of John Laing Projects &
Developments, another London, England property developer.






-23-







DRAGAN
BOZANIC has been a director and our Secretary Treasurer and Chief Financial
Officer since inception.  Following high school graduation in 1969 Mr.
Bozanic attended, first, the University of Toronto, Toronto, Ontario (1971-72)
and McGill University, Montreal Quebec, leaving in 1973, without
graduating.  Since 1986, Mr. Bozanic has been continuously employed in
the construction business.  He has owned and operated his own company,
Bozanick Development Corp., in Mississauga, Ontario, for more than the last five
(5) years.





Neither
of our officers and directors work full time for our company.  Jane H.
C. Brooke spends approximately 10 hours a month on administrative and accounting
matters. It is anticipated she will spend more time on Regency’s business,
approximately 20 hours a month, during the next year as and when Regency becomes
more active in our exploration activities.  As Secretary Treasurer,
Dragan Bozanic likewise spends approximately 5 hours per month on corporate
matters.





Our
Directors and Officers are not directors of another company registered under the
Securities and Exchange Act of 1934.





Board
of Directors





Since
inception our Board has held no meetings and our Audit Committee held no
meetings.





Below is
a description of the Audit Committee of the Board of Directors.





The
Charter of the Audit Committee of the Board of Directors sets forth the
responsibilities of the Audit Committee. The primary function of the Audit
Committee is to oversee and monitor the Company’s accounting and reporting
processes and the audits of the Company’s financial
statements.





Our audit
committee is comprised of Jane H. C. Brooke, our President, and Dragan Bozanic
our Secretary Treasurer.  Neither Ms. Brooke nor Mr. Bozanic can be
considered an “audit committee financial expert” as defined in Item 401 of
Regulation S-B.





Apart
from the Audit Committee, the Company has no other Board
committees.





Significant
Employees





We have
one paid employee, Gordon Brooke.  Our Officers and Directors fulfill
many of the functions that would otherwise require Regency to hire employees or
outside consultants.TheCompany
pays its office manager, Gordon Brooke, the brother of our President Jane H. C.
Brooke, $1,000 per month in management fees for services including
administrative, bookkeeping, capital raising and other matters.





We will
have to engage the services of certain consultants to assist in the exploration
of the Regency Claims.  In particular we will engage a professional
geologist on a consulting basis, together with an assistant(s) such geologist
will responsible for hiring and supervising, to conduct the exploration work to
undertaken on the Regency Claims.  These individuals will be
responsible for the completion of the geological work on our claims and,
therefore, will be an integral part of our operations although they will not be
considered employees either on a full time or part time basis.  This
is because our exploration programs will not last more than a few weeks and once
completed these individuals will no longer be required.  We have not
identified any individual who would work as a consultant for us.






-24-







Family
Relationships





Our
President and CEO and our Secretary Treasurer and CFO are
unrelated.





Involvement
in Certain Legal Proceedings





To the
knowledge of the Company, during the past five years, none of our directors or
executive officers:





(1)
            has
      filed a petition under the federal bankruptcy laws or any state insolvency
      law, nor had a receiver, fiscal agent or similar officer appointed by the
      court for the business or property of such person, or any partnership in
      which he was a general partner at or within two years before the time of
      such filings;





(2)
            was
      convicted in a criminal proceeding or named subject of a pending criminal
      proceeding (excluding traffic violations and other minor
      offenses);





(3)
            was
      the subject of any order, judgment or decree, not subsequently reversed,
      suspended or vacated, of any court of competent jurisdiction, permanently
      or temporarily enjoining him from or otherwise limiting, the following
      activities:





(i)
acting as a futures commission merchant, introducing broker, commodity trading
advisor, commodity pool operator, floor broker, leverage transaction merchant,
associated person of any of the foregoing, or as an investment advisor,
underwriter, broker or dealer in securities, or as an affiliate person, director
or employee of any investment company, or engaging in or continuing any conduct
or practice in connection with such activity;





(ii)  engaging in any type of
business practice; or





(iii)
engaging in any activities in connection with the purchase or sale of any
security or commodity or in connection with any violation of federal or state
securities laws or federal commodities laws;





(4)
            was
      the subject of any order, judgment, or decree, not subsequently reversed,
      suspended, or vacated, of any federal or state authority barring,
      suspending or otherwise limiting for more than 60 days the right of such
      person to engage in any activity described above under this Item, or to be
      associated with persons engaged in any such
  activities;





(5)
            was
      found by a court of competent jurisdiction in a civil action or by the SEC
      to have violated any federal or state securities law, and the judgment in
      such civil action or finding by the SEC has not been subsequently
      reversed, suspended, or vacated.





(6)
            was
      found by a court of competent jurisdiction in a civil action or by the
      Commodity Futures Trading Commission to have violated any federal
      commodities law, and the judgment in such civil action or finding by the
      Commodity Futures Trading Commission has not been subsequently reversed,
      suspended or vacated.











-25-

















ITEM
11.      EXECUTIVE COMPENSATION





COMPENSATION
DISCUSSION AND ANALYSIS





General Philosophy





The
Company’s Board of Directors is responsible for establishing and administering
the Company’s executive and director compensation.





Compensation
Summary





The
following table summarizes all compensation earned by or paid to our Chief
Executive Officer (Principal Executive Officer) and other executive officers,
during the past three fiscal years.





Summary Compensation
      Table





Name and principal position
            Year
            Salary
            Option Award
            All Other compensation
            TotalJane
      H.C. Brooke
              Chief
      Executive Officer and President
            2009
            -0-
            -0-
            -0-
            -0-2008
              2007
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-Dragan
      Bozanic
              Chief
      Financial Officer, Secretary, Treasurer
            2009
            -0-
            -0-
            -0-
            -0-2008
              2007
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-




Compensation
of Directors




We have
no standard arrangement to compensate directors for their services in their
capacity as directors.  Directors are not paid for meetings
attended.   We reimburse all travel and lodging expenses
associated with corporate matters, if and when incurred.





Activities
since Inception





Our
President, Jane H. C. Brooke, incorporated our company, subscribed for shares to
provide initial working capital, identified the Regency Claims, arranged for
their acquisition, commissioned geological report on each of the Regency Claims
and obtained the assistance of professionals as needed.  She
identified investors to participate in the private placement closed on October
31, 2008, assisted in the preparation of this registration statement and all
other matters normally performed by an executive officer.





Our
Secretary Treasurer Dragan Bozanic has also assisted in identifying investors to
participate in the private placement closed on October 31, 2008.





ITEM
      12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
      RELATED STOCKHOLDER MATTERS.




The
following table sets forth, as at December 31, 2009, the total number of shares
owned beneficially by each of our directors, officers and key employees,
individually and as a group, and the present owners of 5% or more of our total
outstanding shares. The shareholder listed below has direct ownership of his/her
shares and possesses sole voting and dispositive power with respect to the
shares.






-26-














Title
      orClass
            Name
      and Address ofBeneficial Owner (1)
            Amount
      ofBeneficial
              Ownership (2)
            Percent
      ofClassCommon
              Stock
            Jane
      H. C. Brooke
              11
      Glouchester Ave., Flat 5, Camden Town, London, England  NWI
      7AU
            1,000,000
            40.8%Common
              Stock
            Dragan
      Bozanic
              7066
      Danton Promenade, Mississauga, Ontario, Canada, L5N 5E4
            650,000
            26.5%Common
              Stock
            Directors
      and Officers as a Group
            1,650,000
            67.3%





(1)
            Unless
      otherwise noted, the security ownership disclosed in this table is of
      record and beneficial.





(2)
            Under
      Rule 13-d of the Exchange Act, shares not outstanding but subject to
      options, warrants, rights, conversion privileges pursuant to which such
      shares may be acquired in the next 60 days are deemed to be outstanding
      for the purpose of computing the percentage of outstanding shares owned by
      the person having such rights, but are not deemed outstanding for the
      purpose of computing the percentage for such other
      persons.  None of our officers or directors has options,
      warrants, rights or conversion privileges
  outstanding.




Future
Sales by Existing Shareholders




As of
December 31, 2009 there are a total of 2,450,000 shares of our common stock are
issued and outstanding. Of these all 2,450,000, being 100%, are ‘restricted
shares’ as defined in Rule 144 of the Securities Act of 1933.  Under
this our effective registration statement, we  registered 965,000
shares, being 39.39% of our issued shares leaving 1,485,000 shares, being 60.62%
of our shares, as restricted shares, as follows:




Jane
      H. C. Brooke
            900,000
      sharesRussell
      L. James
            585,000 sharesTotal
      restricted shares
            1,485,000
shares





DESCRIPTION
OF SECURITIES





Our
authorized capital consists of 200,000,000 shares of common stock, par value
$0.001 per share, of which 2,450,000 shares are  issued and
outstanding.





The
holders of our common stock are entitled to receive dividends as may be declared
by our Board of Directors; are entitled to share ratably in all of our assets
available for distribution upon winding up of the affairs our Company; and are
entitled to one non-cumulative vote per share on all matters on which
shareholders may vote at all meetings of the shareholders.





The
shareholders are not entitled to preference as to dividends or interest;
preemptive rights to purchase in new issues of shares; preference upon
liquidation; or any other special rights or preferences.





In
addition, the shares of common stock are not convertible into any other
securities.   There are no restrictions on dividends under any
loan or other financing arrangements.






-27-






Dividend
Policy





As of the
date of this Form 10-K we have not paid any cash dividends to
stockholders.  The declaration of any future cash dividends, if any,
will be at the discretion of the Board of Directors and will depend on our
earnings, if any, capital requirements and financial position, general economic
conditions and other pertinent conditions.  It is our present
intention not to pay any cash dividends in the near future.





Change
in Control of Our Company





We do not
know of any arrangements that might result in a change in control.





Transfer
Agent





We have
engaged the services of Action Stock Transfer Inc., 7069 Highland Drive, Suite
300, Salt Lake City, Utah, 84122, to act as transfer and registrar.





Debt
Securities and Other Securities





There is
no debt or other securities outstanding.





Market
Information





Our
shares of common stock are not traded on any public market but it is our
intention to find a market maker who will make an application to the FINRA to
have our shares accepted for trading on the OTCBB once this registration
statement becomes effective.  At the present time, there is no
established market for the shares of Regency and there is no assurance that a
trading market will ever be established.    Further, there
is no assurance an application to the FINRA will be
approved.  Although the OTCBB does not have any listing requirements
per se, to be eligible for quotation on the OTCBB, issuers must remain current
in their filings with the SEC; being as a minimum Forms 10-Q and 10-K and other
filings.   Market makers will not be permitted to begin quotation
of a security whose issuer does not meet these filing
requirements.  Securities already quoted on the OTCBB that become
delinquent in their required filings will be moved following a 30 or 60 day
grace period if they do not make their filing during that
time.   If our common stock is not quoted on the OTCBB, there
will be no market for trading in our common stock.   This would
make it far more difficult for stockholders to dispose of their common
stock.   This could have an adverse effect on the price of the
common stock.





With a
lack of liquidity in our common stock, trading prices might be volatile with
wide fluctuations.  This assumes that there will be a secondary market
at all.   Things that could cause wide fluctuations in our
trading price of our stock could be due to one of the following or a combination
of several of them:





●
            our
      variations in our operations results, either quarterly or
      annually;●
            trading
      patterns and share prices in other exploration companies whichour
      shareholders consider similar to ours;●
            the
      exploration results on the Regency Claims, and●
            other
      events which we have no control
over.





In
addition, the stock market in general, and the market prices for thinly traded
companies in particular, have experienced extreme volatility that often has been
unrelated to the operating performance of such companies.  These wide
fluctuations may adversely affect the trading price of our shares regardless of
our future performance and that of Regency.   In the past,
following periods of volatility in the market price of a security, securities
class action litigation has often been instituted against such
company.  Such litigation, if instituted, whether successful or not,
could result in substantial costs and a diversion of management’s attention and
resources, which would have a material adverse effect on our business, results
of operations and financial conditions.






-28-







“Penny
Stock” Requirements





Our
common shares are not quoted on any stock exchange or quotation system in North
America or elsewhere in the world.  The SEC has adopted a rule that
defines a “penny stock”, for purposes relevant to us, as any equity security
that has a market price of less than $5.00 per share or with an exercise price
of less than $5.00 per share, subject to certain
exceptions.   For any transaction involving a penny stock, unless
exempt, the rules require:





●
            that
      a broker or dealer approve a person’s account for transactionsin
      penny stock; and●
            that
      the broker or dealer receive from the investor a writeragreement
      to the transactions setting forth the identity and
              quantity
      of the penny stock to be purchased.





To
approve a person’s account transactions in penny stock, the broker or dealer
must:





●
            obtain
      financial information and investment experience andobjectives
      of the person; and●
            make
      reasonable determination that the transactions in pennystock
      are suitable for that person and that person has sufficient
              knowledge
      and experience in financial matters to be capable ofevaluating
      the risks of transactions in penny
stocks.





The broker or dealer must also deliver,
prior to any transaction in a penny stock, a disclosure schedule prepared by the
SEC relating to the penny stock market, which, in highlight form:





●
            sets
      forth the basis on which the broker or dealer made thesuitability
      determination; and●
            that
      the broker or dealer received a signed, written agreement from the
      investor prior to the transaction.





Disclosure
also has to be made about the risks of investing in penny stocks and about
commissions payable by both the broker-dealer and the registered representative,
current quotations for the securities and the rights and remedies available to
an investor in cases of fraud in penny stock transactions.  Finally,
monthly statements have to be sent disclosing recent price information for the
penny stock held in the account and information on the limited market in penny
stocks.





Because
of the imposition of the foregoing additional sales practices, it is possible
that brokers will not want to make a market in our shares.   This
could prevent you from reselling shares and may cause the price of our shares to
decline.






-29-








ITEM
      13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
      AND DIRECTOR INDEPENDENCE





Transactions
with Management and Others





Except as
indicated below, there were no material transactions, or series of similar
transactions, since inception of Regency, or any currently proposed
transactions, or series of similar transactions, to which Regency was or is to
be a party, in which the amount involved exceeds $120,000, and in which any
director or executive officer, or any security holder who is known by Regency to
own of record or beneficially more than 5% of any class of Regency’s common
stock, or any member of the immediate family of any of the foregoing persons,
has an interest.





Indebtedness
of Management





There
were no material transactions, or series of similar transactions, since
inception of Regency, or any currently proposed transactions, or series of
similar transactions, to which Regency was or is to be a part, in which the
amount involved exceeded $120,000 and in which any director or executive
officer, or any security holder who is known to Regency to own of record or
beneficially more than 5% of the common shares of Regency’s capital stock, or
any member of the immediate family of any of the foregoing persons, has an
interest.





Conflicts
of Interest





None of
our officers and directors is a director or officer of any other company
involved in the mining industry.  However, there can be no assurance
such involvement in other companies in the mining industry will not occur in the
future.  Such potential future involvement could create a conflict of
interest.





To ensure
that potential conflicts of interest are avoided or declared, the Board of
Directors adopted, on October 26, 2006, a Code of Ethics for the Board of
Directors (the “Code”).  Regency’s Code embodies our commitment to
such ethical principles and sets forth the responsibilities of Regency and its
officers and directors to its shareholders, employees, customers, lenders and
other organizations. Our Code addresses general business ethical principles and
other relevant issues.





Transactions
with Promoters





Regency
does not have promoters and has no transactions with any promoters.





ITEM
14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES





(1)           Audit
Fees





The
aggregate fees billed by the independent registered accountants for the period
ended December 31, 2009 for professional services for the review of the
quarterly financial statements as at March 31, 2009, June 30, 2009 and September
30, 2009, annual financial statements as of December 31, 2009 and services that
are normally provided by the accountants in connection with statutory and
regulatory filings or engagements for those period years were as
follows:  $500 for each of the quarters ended March 31, 2009, June 30,
2009 and September 30, 2009 and $2,500 for the audit of December 31,
2009.





(2)           Audit-Related
Fees





The
aggregate fees billed in each of the two periods mentioned above for assurance
and related services by the principal accountants that are reasonably related to
the performance of the audit or review of Regency’s financial statements and are
not reported under Item 9 (e)(1) of Schedule 14A was NIL.






-30-







(3)           Tax Fees





The
aggregate fees billed in December 31, 2009 for professional services rendered by
the principal accountants for tax compliance, tax advice, and tax planning was
NIL.





(4)           All Other
Fees





During
the period from inceptions to December 31, 2009 there were no other fees charged
by the principal accountants other than those disclosed in (1) and (3)
above.





(5)           Audit Committee’s
Pre-approval Policies





At the
present time, there are not sufficient directors, officers and employees
involved with Regency to make any pre-approval policies
meaningful.  Once Regency has elected more directors and appointed
directors and non-directors to the Audit Committee it will have meetings and
function in a meaningful manner.





(6)           Audit Hours
Incurred





The
principal accountants did not spend greater than 50 percent of the hours spent
on the accounting by Regency’s internal accountant.





PART IV





ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES





Exhibits





The
following exhibits are included as part of this report by
reference:





3.1
            
            Certificate
      of Incorporation (incorporated by reference from Regency’s Registration
      Statement on Form S-1 filed on March 19, 2009 Registration No.
      333-158103)3.2
            
            Articles
      of Incorporation (incorporated by reference from Regency’s Registration
      Statement on Form S-1 filed on March 19, 2009, Registration
      No.333-158103)3.3
            
            Certificate
      of Correction (incorporated by reference from Regency’s Registration
      Statement on Form S-1 filed on March 19, 2009, Registration No.
      333-158103)3.4
            
            By-laws
      (incorporated by reference from Regency’s Registration Statement on Form
      S-1 filed on March 19, 2009, Registration No.
  333-158103)10.1
            
            Transfer
      Agent and Registrar Agreement (incorporated by reference from Regency’s
      Registration Statement on Form S-1 filed on March 31, 2009 Registration
      No. 333-158103)











-31-














Financial
Statements.The following financial statements are included in
this report:





Title of Document
            PageReport
      of Madsen & Associates, CPA’s Inc.
            33Balance
      Sheet as at December 31, 2009 and 2008
            34Statement
      of Operations for years ended December 31, 2009 and 2008 and for the
      period from December 11, 2006 (date of inception) to December 31,
      2009
            35Statement
      of Changes in Shareholders’ Equity for the period from December 11, 2006
      (date of inception) to December 31, 2009
            36Statement
      of Cash Flows for years ended December 31, 2009 and 2008 and for the
      period ended December 11, 2006 (date of inception) to December 31,
      2009
            37Notes
      to the Financial Statements
            38











-32-














SIGNATURES








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





REGENCY RESOURCES, INC.(Registrant)By:
      JANE C. H. BROOKEJane
      C.H. Brooke
              Chief
      Executive Officer, President
              and
      Director
              
              Date:
      February 12, 2010
              
              Pursuant
      to the requirements of the Securities Act of 1934, this report has been
      signed below by the following persons on behalf of the registrant and in
      the capacities and on the dates indicatedBy:  JANE C. H. BROOKE
              Jane
      C.H. Brooke
              Chief
      Executive Officer, President
              and
      Director
              
              Date:
      February 12, 2010
              
              By:
      DRAGAN BOZANIC
              Dragan
      Bozanic
              Chief
      Financial Officer, Chief Accounting
              Officer,
      Secretary and Director
              
              Date:  February
      12, 2010








-33-




















MADSEN & ASSOCIATES CPA’s
      INC.
            684
      East Vine Street, #3Certified
      Public Accountants and Business Consultants
            Murray,
      Utah, 84107Telephone
      801-268-2632Fax
      801-262-3978





Board of
Directors


Regency
Resources, Inc.




REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





We have
audited the accompanying balance sheets of Regency Resources, Inc.
(pre-exploration stage company) at December 31, 2009 and 2008, and the related
statement of operations, changes in stockholders' equity, and cash flows for the
years ended December 31, 2009 and 2008 and the period from December 11, 2006
(date of inception) to December 31, 2009. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  The company is not
required to have nor were we engaged to perform an audit of its internal control
over financial reporting.  Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purposes
of expressing an opinion on the effectiveness for the company’s internal control
over financial reporting.   Accordingly, we express no such
opinion.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosure in the financial statements.  An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Regency Resources, Inc. at December
31, 2009 and 2008, and the results of operations and cash flows for the years
ended December 31, 2009 and 2008 and the period from December 11, 2006 (date of
inception) to December 31, 2009 in conformity with generally accepted accounting
principles.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company will need additional working
capital to service its debt and for its planned activity, which raises
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are described in the notes to the financial
statements. These financial statements do not include any adjustments that might
result from the outcome of this uncertainty.





Murray,
Utah                                                                           MADSEN & ASSOCIATES,
CPA’s INC.


February
12, 2010

















-34-











REGENCY
RESOURCES, INC.


(Pre-exploration
Stage Company)


BALANCE
SHEETS








December
      31,2009
            December
      31,2008ASSETSCURRENT
      ASSETSCash
            $          424
            $    7,540Total Current
    Assets
            $          424
            $    7,540LIABILITIES
      AND STOCKHOLDERS’ DEFICIENCYCURRENT
      LIABILITIESAccounts payable
            $           12,278
            $    6,217Accounts payable – related
      parties
            31,625
            9,343Total Current
      Liabilities
            43,903
            15,560STOCKHOLDERS’
      DEFICIENCYCommon
      stock200,000,000 shares authorized, at
      $0.001 par value;2,450,000 shares issued and
      outstanding
            2,450
            2,450Capital in excess of par
      value
            39,200
            39,200Common shares subscriptions
      received
            
            -Deficit accumulated during the
      pre-exploration stage
            (85,129)
            (49,670)Total Stockholders’
      Deficiency
            (43,479)
            (8,020)$            424
            $  7,540








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










-35-














REGENCY
RESOURCES, INC.


(Pre-exploration
Stage Company)


STATEMENT
OF OPERATIONS





For the
years ended December 31, 2009 and 2008 and for the period from December 11, 2006
(date of inception) to December 31, 2009





For
      the year
      ended
              December31, 2009
            For
      the year
      ended
              December31, 2008
            From
      December 11, 2006 (date of inception) to December 31, 2009REVENUES
            $   -
            $   -
            $   -EXPENSESAccounting
      and audit
            8,462
            4,075
            14,587Bank
      charges
            303
            458
            821Consulting
            5,000
            20,000
            25,000Edgarizing
            1,811
            -
            1,811Exploration
            -
            7,646
            14,646Filing
      fees
            -
            649
            991Incorporation
      costs
            -
            -
            620Legal
      fees
            2,000
            -
            2,000Management
      fees
            12,000
            6,000
            18,000Office
            531
            18
            672Rent
            3,600
            300
            3,900Transfer
      agent’s fees
            1,752
            329
            2,08135,459
            39,475
            85,129NET
      LOSS FROM OPERATIONS
            $    (35,459)
            $  (39,475)
            $   (85,129)NET
      LOSS PER COMMON SHAREBasic
      and diluted
            $     (0.01)
            $    (0.02)AVERAGE
      OUTSTANDING SHARESBasic
            2,450,000
            1,785,519








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











-36-








REGENCY
RESOURCES, INC.


(Pre-Exploration
Stage Company)





STATEMENT
OF CHANGES IN STOCKHOLDERS' EQUITY





Period
December 11, 2006 (date of inception) to December 31, 2009





Common
              Shares
            Stock
              Amount
            Capital
      inExcess
      of
              Par
      Value
            AccumulatedDeficitBalance December 11,
      2006
            -
            $             -
            $                -
            $                -Issuance
      of common shares for cash at$.001
      per share –  April 15, 2007
            1,650,000
            1,650
            -
            -Net
      operating loss for the period December 11, 2006
              (
      date of Inception) to December 31, 2006
            -
            -
            -
            (1,678)Balance
      at December 31, 2007
            1,650,000
            1,650
            -
            (1,678)Net
      operating loss for the year ended December 31,2007
            -
            -
            -
            (8,517)Balance
      at December 31, 2007
            1,650,000
            1,650
            -
            (10,195)Issuance
      of common shares for cash at$0.05
      per share – October 31, 2008
            800,000
            800
            39,200
            -Net
      operating loss for the year ended December 31,2008
            -
            -
            -
            (39,475)Balance
      at December 31, 2008
            2,450,000
            2,450
            39,200
            (49,670)Net
      operating loss for the year ended December 31,2009
            -
            -
            -
            (35,459)Balance
      at December 31, 2009
            2,450,000
            $     2,450
            $   39,200
            $      (85,129)











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











-37-








REGENCY
RESOURCES, INC.


(Pre-exploration
Stage Company)





STATEMENT
OF CASH FLOWS





For the
years ended December 31, 2009 and 2008 and for the period from December 11, 2006
(date of inception) to December 31, 2009





For
      theYearEnded
              Dec.
      31,2009
            For
      theYearEnded
              Dec.
      31,2008
            December11,
      2006
              (date
      ofinception)
              toDec.
      31,2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
            $
      (35,459)
            $  (39,475)
            $(85,129)Adjustments
      to reconcile net loss to net cash provided byoperating
      activities:Changes
      in accounts payable
            6,061
            4,094
            12,278Net
      Cash  Provided (Used) in Operations
            (29,398)
            (35,381)
            (72,851)CASH
      FLOWS FROM INVESTING ACTIVITIES:
            -
            -
            -CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds from loan from related
      party
            22,282
            1,331
            31,625Proceeds from issuance of common
      stock
            -
            35,000
            41,650Net
      cash flows from financing activities
            22,282
            36,331
            73,275Net
      Increase (Decrease) in Cash
            (7,116)
            950
            424Cash
      at Beginning of Period
            7,540
            6,590
            -CASH
      AT END OF PERIOD
            $        424
            $    7,540
            $  424











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








-38-











REGENCY
RESOURCES, INC.


(Pre-exploration
Stage Company)





NOTES
TO FINANCIAL STATEMENTS





December
31, 2009





1.           ORGANIZATION





The
Company, Regency Resources Inc., was incorporated under the laws of the State of
Nevada on December 11, 2006 with the authorized capital stock of 200,000,000
shares at $0.001 par value.





The
Company was organized for the purpose of acquiring and developing mineral
properties.  At the report date mineral claims, with unknown reserves,
had been acquired.  The Company has not established the existence of a
commercially minable ore deposit and therefore has not reached the exploration
stage and is considered to be in the pre-exploration stage.




2.           SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES





Accounting
Methods





The
Company recognizes income and expenses based on the accrual method of
accounting.





Dividend
Policy





The
Company has not yet adopted a policy regarding payment of
dividends.





Basic and Diluted Net
      Income (loss) Per Share





Basic
      net income (loss) per share amounts are computed based on the weighted
      average number of shares actually outstanding.   Diluted
      net income (loss) per share amounts are computed using the weighted
      average number of common and common equivalent shares outstanding as if
      shares had been issued on the exercise of the common share rights unless
      the exercise becomes antidulutive and then only the basic per share
      amounts are shown in the report.





Evaluation of Long-Lived
Assets





The
Company periodically reviews its long term assets and makes adjustments, if the
carrying value exceeds fair value.

















-39-














REGENCY
RESOURCES, INC.


(Pre-exploration
Stage Company)





NOTES
TO FINANCIAL STATEMENTS





December
31, 2009





2.           SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES - Continued





Income
Taxes





The
Company utilizes the liability method of accounting for income
taxes.  Under the liability method deferred tax assets and liabilities
are determined based on differences between financial reporting and the tax
bases of the assets and liabilities and are measured using the enacted tax rates
and laws that will be in effect, when the differences are expected to be
reversed.   An allowance against deferred tax assets is recorded,
when it is more likely than not, that such tax benefits will not be
realized.





On
December 31, 2009 the Company had a net operating loss carry forward of $85,129
for income tax purposes.  The tax benefit of approximately $25,500
from the loss carry


forward
has been fully offset by a valuation reserve because the future tax benefit is
undeterminable since the Company is unable to establish a predictable projection
of operating profits for future years.  Losses will expire on
2030.





Foreign Currency
Translations





Part of
the transactions of the Company were completed in Canadian dollars and have been
translated to US dollars as incurred, at the exchange rate in effect at the
time, and therefore, no gain or loss from the translation is
recognized.  The functional currency is considered to be US
dollars.





Revenue
Recognition





Revenue
is recognized on the sale and delivery of a product or the completion of a
service provided.





Advertising and Market
Development





The company expenses advertising and
market development costs as incurred.





Financial
Instruments





The
      carrying amounts of financial instruments are considered by management to
      be their fair value due to their short term
  maturities.














-40-




















REGENCY
      RESOURCES, INC.


(Pre-exploration
Stage Company)





NOTES
TO FINANCIAL STATEMENTS





December
31, 2009





2.           SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES - Continued





Estimates and
Assumptions





Management
uses estimates and assumptions in preparing financial statements in accordance
with general accepted accounting principles.  Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses.   Actual results could vary from the estimates that
were assumed in preparing these financial statements.





Statement of Cash
      Flows





For
      the purposes of the statement of cash flows, the Company considers all
      highly liquid investments with a maturity of three months or less to be
      cash equivalents.





Unproven Mining Claim
Costs





Cost of
acquisition, exploration, carrying and retaining unproven properties are
expensed as incurred.





Environmental
      Requirements





At
      the report date environmental requirements related to the mineral claim
      acquired are unknown and therefore any estimate of any future cost cannot
      be made.





Recent Accounting
Pronouncements





The
Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial
statements.





3.           AQUISITION
OF MINERAL CLAIM





On
      February 15, 2007, the Company acquired the Mara Gold Claim located in the
      Republic of Fiji from The Mara Group LLC., an unrelated company, for the
      consideration of $7,000.  The Mara Gold Claim is located 20 km
      North West of the city Suva, Fiji.  Under Fijian law, the claim
      remains in good standing as long as the Company has an interest in
      it.   There is no annual maintenance fee or minimum
      exploration work required on the
Claim.





On
      July 1, 2008, the Company acquired the La Trinidad Gold Claim located in
      the Republic of the Philippines from Kalibo Resources Inc., an unrelated
      company, for the consideration of $5,000.  Under Philippine
      mining laws, the claim remains in good standing as long as the Company has
      an interest in it.










-41-










REGENCY
      RESOURCES, INC.


(Pre-exploration
Stage Company)





NOTES
TO FINANCIAL STATEMENTS





December
31, 2009





4.           SIGNIFICANT
TRANSACTIONS WITH RELATED PARTY





Officers-directors
and their families have acquired 67% of the common stock issued and have made no
interest, demand loans to the Company of $31,625.





5.           CAPITAL
STOCK





On April
15, 2007, Company completed a private placement consisting of 1,650,000 common
shares sold to directors and officers at a price of $0.001 per share for a total
consideration of $1,650.  On October 31, 2008, the Company completed a
private placement of 800,000 common shares at $0.05 per share for a total
consideration of $40,000.





6.
            GOING
      CONCERN





The
      Company will need additional working capital to service its debt and to
      develop the mineral claims acquired, which raises substantial doubt about
      its ability to continue as a going concern.   Continuation
      of the Company as a going concern is dependent upon obtaining additional
      working capital and the management of the Company has developed a
      strategy, which it believes will accomplish this objective through
      additional equity funding, and long term financing, which will enable the
      Company to operate for the coming
year.





7.
            SUBSEQUENT
      EVENTS





The
company has evaluated subsequent events from the balance sheet date to February
12, 2010 and has found no material subsequent events to report.








-42-