United States
Securities and Exchange Commission
Washington, D.C. 20549

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Form 10-KSB

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Fiscal Year Ended December 31, 1999

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Transition Period from ___________ to ___________

Commission File Number 0-26687

(Exact Name of Registrant as Specified in its Charter)

Registrant's Telephone Number, Including Area Code: (480) 767-6178

Securities Registered Pursuant to Section 12(b) of the Act: NONE

Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value per share, 20,000,000 shares authorized, 4,618,750 issued and outstanding as of December 31, 1999.

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ]

The approximate aggregate market value of the common stock held by non-affiliates of the registrant, based upon the closing price of the common stock reported on OTCBB, was $15,468,750 as of April 12, 2000. (1) For the purposes of this computation, all executive officers, directors and 5% shareholders of the company have been assumed to be affiliates. Certain of such persons may disclaim that they are affiliates of the company.

The number of shares of common stock outstanding as of December 31, 1999 was 4,618,750.

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DOCUMENTS INCORPORATED BY REFERENCE

Sections of the registrant's definitive Proxy Statement for the registrant's Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission, are incorporated by reference into Part III of this Report to the extent stated herein.

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The following discussion contains, in addition to historical information, forward-looking statements that involve risks and uncertainties. The Company's actual results could differ significantly from the results discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and in Item 7, "Management's Discussion and Analysis of Financial Condition."

The Company presently has two (2) full-time and one (1) part-time employees. The Company's employees are currently not represented by a collective bargaining agreement, and the Company believes that its relations with its employees are good.

The name, age and position of the Company's directors and executive officers are as follows:

A graduate of Brigham Young University with degrees in finance and business, Mr. Moses owned eight different restaurants by the age of 23, including holding the position of CEO and President at M&M Foods and M&M Enterprises. With skills including financial procurement, asset accounting, debt servicing, personnel management, and equity financing, Mr. Moses originated the Jiffy Lube franchise and an investment-banking firm.

In 1980, Mr. Moses created an independent oil company, Intercontinental Oil & Research (ICOR) which operated for ten years. In 1982, Merrill Moses formed Bonafied Financial Management (BFM), a financial planning corporation. BFM was created with the purpose of facilitating the accounting needs of ICOR and its mining subsidiary. Bonafied helped clients with investments dealing with tax advantage vehicles, Research and Development projects, the entertainment industry, a variety of profit partnerships, and oil and gas partnerships and mining production venues. Mr. Moses began mortgage financing with a Real Estate license in Utah in 1983. For the next ten (10) years, he financed construction and commercial projects in three (3) states and two (2) countries with the accompanying secondary financing. Between 1989 and 1993, Mr. Moses created Caribou Mining and Exploration, operating the business as CEO and President. Caribou was a mining company operating a lead, silver, zinc and gold property in Northwest Nevada with ore reserves in the hundred million- dollar range. Cambridge Home Loans (CHL) was created by Mr. Moses in 1994. He is the sole owner and serves as CEO and Senior Loan Officer. CHL was incorporated in 1997 and currently employs over 50 people.

Ms. Hedlund has an extensive background in administrative work. For eighteen years she worked at Continental Lawyers Title, Inc. During that time, Ms. Hedlund served as the assistant to the Secretary of the corporation. During the last five years, Ms. Hedlund has been working at the Mission at San Louis Rey in Oceanside, California, where she has served as Administrative Assistant, Bookkeeper, and Accountant. She is currently the Director of Accounting operating all of the financial management systems for this non-profit corporation. Ms. Hedlund brings to the Company experience and expertise in various computer products such as word-processing, spreadsheet, and database management software.

The Company's corporate headquarters are located at 201 Lomas Santa Fe, Suite 340, Solona Beach, California 92075. The office space is provided by an officer and director of the Company at no cost to the Company. The Company does not have any additional facilities. Additionally, there are currently no proposed programs for the renovation, improvement or development of the property currently being utilized by the Company.

The Company is not subject to any legal proceedings.

Not applicable.

Footnotes to Principal Shareholders:

1. The address of each executive officer and director is c/o 201 Lomas Santa Fe, Suite #340, Solona Beach, CA 92075.

As of April 12, 2000, there were approximately 131 stockholders of record and approximately 6 beneficial owners of the Company's common stock.

FORWARD LOOKING STATEMENTS

The statements contained in this report that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Forward-looking statements are made based upon management's current expectations and beliefs concerning future developments and their potential effects upon the Company. There can be no assurance that future developments affecting the Company will be those anticipated by management. Actual results may differ materially from those included in the forward-looking statements.

Overview

We were organized on February 1, 1999, and are considered to be a developmental stage company engaged in the business of providing online information and marketing services seeking to offer our corporate clients the ability to gain maximum exposure via the Internet. Regency Group was formed to capitalize, acquire and formulate alliances between web-based, Internet and broadband technology companies. Regency will provide a full range of resources to provide companies with the development strategies and financial support needed to rapidly introduce innovative products and services. Resources include office space and the accompanying network infrastructure, consulting and services relating to development and technology, graphic design, marketing, competitive research, legal, accounting and business development support and services. Additionally, Regency will provide consulting resources including development strategies.

Plan of Operation

We have a limited operating history and have generated minimal revenues. As of December 31, 1999, our activities have been limited primarily to organization, initial capitalization, finding and securing an appropriate, experienced management team and board of directors, development of a business plan, purchase and installation of computer servers, initial web site development and initial consulting services. Consequently, we have incurred the expenses of such procedures. Future operating results will depend on many factors, including our ability to raise adequate working capital, demand for our services, the level of competition and our ability to satisfy governmental regulations and deliver company services while maintaining quality and controlling costs.

In our initial approximately eleven (11) month operating period from inception (February 1, 1999) to our fiscal year end (December 31, 1999), we incurred a net loss of $136,168 for selling, general and administrative expenses related to these start-up operations. We expect to derive initial revenues primarily from companies seeking assistance and guidance to gain maximum exposure on the Internet.

Results of Operations

Period from February 1, 1999 (Inception) to December 31, 1999

The operational period from February 1, 1999 (Inception) to December 31, 1999, achieved two main goals for the corporation. Our goals were the formation of the organization to pursue the Regency Group's business objective and to obtain sufficient capital to commence operations.

Expenses. The Company incurred significant expenses for the operating period February 1, 1999 (Inception) to December 31, 1999, totaling $138,278. Expenditures were primarily due to costs incurred for general and administrative expenses.

Net Loss. Due to the significant operating expenses, Regency Group experienced a net loss of $136,168. We anticipated incurring this loss during the initial commencement of operations until such time that we will realize the increase in our clientele base in the fiscal year 2000 for demand in the services that we provide.

Liquidity and Capital Resources

We have generated minimal revenues during this period but it is anticipated that we will realize increased revenues pending the increase in demand for our services during the next 12 months. We have financed our cash flow requirements through issuance of common stock. During the normal course of business, we may experience net negative cash flows from operations, pending receipt of sales revenues. Furthermore, we may be required to obtain additional financing to fund operations through common stock offerings and bank borrowings, to the extent available, or to obtain additional financing to the extent necessary to augment its working capital.

ITEM 7. FINANCIAL STATEMENTS.

330 E. Warm Springs
Las Vegas, NV 89119
702.528.1984

See accompanying notes to financial statements.

-2-

See accompanying notes to financial statements.

-3-

See accompanying notes to financial statements.

-4-

See accompanying notes to financial statements.

-5-

The Company was organized February 1, 1999 (Date of Inception) under the laws of the State of Nevada, as The Regency Group Limited, Inc. The Company has limited operations and in accordance with SFAS #7, the Company is considered a development stage company.

Accounting policies and procedures have not been determined except as follows:

The Company reports income and expenses on the accrual method.

The Company has adopted December 31 as its fiscal year end.

Income taxes are provided for using the liability method of accounting in accordance with Statement of Financial Accounting Standards No. 109 (SFAS #109) "Accounting for Income Taxes". A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. There is no provision for income taxes for the period ended December 31, 1999 due to the net loss and no state income tax in Nevada, the state of the Company's domicile and operations.

The Company is authorized to issue 20,000,000 shares of $0.001 par value common stock and 5,000,000 shares of its $0.001 par value preferred stock.

On February 3, 1999, the Company issued 4,000,000 shares of its $0.001 par value common stock to shareholders in exchange for cash of $4,000 that was deposited into the corporate account in February 1999.

On April 7, 1999, the Company issued 618,750 shares of its $0.001 par value common stock to shareholders in exchange for cash of $96,250 and to extinguish a liability of $27,500 for a total of $123,750. Of the total amount, $619 is considered common stock and $123,131 is additional paid in capital.

There have been no other issuances of common stock or preferred stock.

The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. However, the Company has not commenced its planned principal operations. Additionally the Company does not have significant cash or other material assets nor does it an established source of revenue sufficient to cover its operating costs to allow it to continue as a going concern indefinitely. Until that time, the officers have committed to advance the operating costs the company interest free.

-7-

The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

There are no warrants or options outstanding to acquire any additional shares of common stock.

The Company uses a significant number of computer software programs and operating systems in its internal operations, including applications used in financial business systems and various administrative functions. Although the Company's software applications contain source code that appropriately interpreted the calendar year 2000, failure by the Company to make any future modifications resulting from "Year 2000" could result in systems interruptions or failures that could have a material adverse effect on the Company's business. The Company has not incurred, nor anticipates that it will incur material expenses to make its computer software programs and operating systems "Year 2000" compliant. However, there can be no assurance that unanticipated costs necessary to update software, or potential systems interruptions, will not exceed the Company's expectations and have a material adverse effect on the Company's business, financial condition and results of operations .

Stock split

Private placement offering

Change in management

Acquisition of assets

-8-

The following table sets forth all cash compensation to be paid by the Company to its officers, directors, and significant employees.

1. Executive officers of the company have agreed to defer payment of a salary until such time that it realizes significant working capital and increase revenues.
2. There were no arrangements, pursuant to which any director of the Company was compensated for the period from inception for any service provided as a director. While the Company's only directors are its current executive officers who have deferred drawing a salary for the management of the Company, it may be necessary for the Company to compensate newly appointed Directors in order to attract a quality governance team. At this time, the Company has not identified any specific individuals or candidates nor has it entered into any negotiations or activities in this regard.

The Company does not currently have employment agreements with its executive officers but expects to sign employment agreements with each in the near future. In addition, the Company does not currently have a stock option plan.

The information required by this Item concerning the stock ownership of management and five percent beneficial owners is incorporated herein by reference to ITEM 5 of this document entitled, "MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS".

On February 1, 1999, the Company was incorporated as "The Regency Group Liminted, Inc."

(a) Exhibits:

A list of exhibits required to be filed as part of this Annual Report is set forth in the Index to Exhibits, which immediately precedes such exhibits and is incorporated herein by reference.

(b) Reports on Form 8-K

The Company has not filed any reports on Form 8-K during the last quarter of the period covered by this Report.

SIGNATURES

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

THE REGENCY GROUP LIMITED, INC.

By:

Date: April 13, 2000

/s/H. Steven Bonenberger

President and Chief Executive Officer

INDEX TO EXHIBITS