SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
REGENCY AFFILIATES, INC.
(Name of Issuer)
Common Stock, $.01 par value per share
(CUSIP Number)
758847107
(CUSIP Number)
December 31, 2005
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 758847107 Page 2 of 5 Pages
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
RAFFLES ASSOCIATES, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 5. SOLE VOTING POWER
SHARES 173,067
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BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 0
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EACH 7. SOLE DISPOSITIVE POWER
REPORTING 173,067
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PERSON 8. SHARED DISPOSITIVE POWER
WITH 0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
173,067
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.54%
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12. TYPE OF REPORTING PERSON*
PN
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Item 1(a). Name of Issuer:
Regency Affiliates, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
610 Jensen Beach Boulevard, Jensen Beach, FL 34957
Item 2(a). Name of Person Filing:
Raffles Associates, L.P.
Item 2(b). Address of Principal Business Office or, if None, Residence:
450 Seventh Avenue, Suite 509, New York, NY 10123
Item 2(c). Citizenship:
Not Applicable.
Item 2(d). Title of Class of Securities:
Common Stock, $.01 par value.
Item 2(e). CUSIP Number:
758847107
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), check whether the person filing is a:
(a) |_| Broker or Dealer registered under Section 15 of the Act.
(b) |_| Bank as defined in Section 3(a)(6) of the Act.
(c) |_| Insurance Company as defined in Section 3(a)(19) of the Act.
(d) |_| Investment Company registered under Section 8 of the
Investment Company Act.
(e) |_| Investment Adviser registered under Section 203 of the
Investment Advisors Act of 1940.
(f) |_| Employee Benefit Plan or Endowment Fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
(g) |_| Parent Holding Company in accordance with Rule
13d-1(b)(1)(ii)(G).
(h) |_| A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i) |_| A church plan that is excluded from the definition of an
investment company under Section 3(c) (14) of the Investment
Company Act.
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(j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this Statement is filed pursuant to Rule 13d-1(c), check
this box |X|.
Item 4. Ownership.
(a) Amount beneficially owned: 173,067
(b) Percent of Class: 5.54%
(c) Number of Shares as to which the person has:
(i) Sole power to vote or to direct the vote: 173,067
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition
of: 173,067
(iv) Shared Power to dispose or to direct the
disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following |_|.
Item 6 Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Date: January 25, 2006
RAFFLES ASSOCIATES, L.P.
By: RAFFLES CAPITAL ADVISORS, LLC,
General Partner
By: /s/ Paul H. O'Leary
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Name: Paul H. O'Leary
Title: Managing Member
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