Attached files
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the period ended September 30, 2009
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from______ to _______
Commission File Number 0-27609
REGATTA CAPITAL PARTNERS, INC.
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(Exact name of registrant as specified in its charter)
Maryland 20-4550082
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(State or other jurisdiction of IRS Employer
incorporation or organization) Identification No.)
222 Milwaukee Street, Suite 304, Denver, CO 80206
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(Address of principal executive offices) (Zip Code)
(303) 329 3479
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year,
if changed since last report)
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 whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act:
Large Accelerated Filer |_| Accelerated Filer |_|
Non-accelerated Filer |_| Smaller 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 | |
The number of shares of the registrant's Common Stock, $.001 par value,
outstanding as of October 30, 2009 was 1,330,591 shares.
SECURITIES AND EXCHANGE COMMISSION
ITEM 1. FINANCIAL STATEMENTS
Page
----
Balance Sheets at September 30, 2009 (unaudited) and
December 31, 2008............................................. F-2
Statements of Operations for the three months ended
September 30, 2009 and 2008 (unaudited)....................... F-3
Statements of Operations for the nine months ended
September 30, 2009 and 2008 (unaudited)....................... F-4
Statements of Cash Flows for the nine months ended
September 30, 2009 and 2008 (unaudited)...................... F-5
Notes to Condensed Financial Statements ........................... F-6
F-1
REGATTA CAPITAL PARTNERS, INC.
(A Development Stage Company)
BALANCE SHEETS
Sept 30, December 31,
2009 2008
(Unaudited) (See Note 1)
--------- ---------
ASSETS
Current assets:
Cash and cash equivalents $ 2,356 $ 2,356
--------- ---------
Total assets $ 2,356 $ 2,356
========= =========
LIABILITIES AND SHAREHOLDERS' (DEFICIT)
Current Liabilities
Accrued expenses $ 1,385 $ 5,250
Accounts payable, related parties 52,437 43,972
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Total liabilities (all current) 53,822 49,222
Shareholders' (deficit):
Common stock, $.001 par value; authorized 100,000,000
shares; 1,330,591 shares issued and outstanding. 1,331 1,331
Additional paid-in capital 133,392 133,392
Accumulated deficit during development stage (186,189) (181,589)
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Total shareholders' (deficit) (51,466) (46,866)
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Total liabilities and shareholders' (deficit) $ 2,356 $ 2,356
========= =========
F-2
REGATTA CAPITAL PARTNERS, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
For the three For the three
months ended months ended
Sept 30, Sept 30,
2009 2008
----------- -----------
Operating Expenses:
General and administrative expenses 1,225 1,785
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Total Operating Expenses 1,225 1,785
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Net (loss) $ (1,225) $ (1,785)
=========== ===========
Basic and diluted net (loss) per share $ Nil $ Nil
=========== ===========
Weighted average shares of common
common stock outstanding 1,330,591 1,330,591
=========== ===========
F-3
REGATTA CAPITAL PARTNERS, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
Sept. 20, 1996
For the nine For the nine (Inception)
months ended months ended through
Sept 30, Sept 30, Sept 30,
2009 2008 2009
----------- ----------- -----------
Operating Expenses:
Stock option -- -- 81,063
General and administrative expenses 4,600 5,310 107,338
----------- ----------- -----------
Total Operating Expenses 4,600 5,310 188,401
----------- ----------- -----------
Other Income and (Expense):
Impairment loss (Note 1) -- -- (5,115)
Miscellaneous income -- -- 8,225
Interest income -- -- 309
----------- ----------- -----------
Total Other Income and (Expense) -- -- 3,419
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Net (loss) before income tax provision $ (4,600) $ (5,310) $ (184,982)
Income tax provision -- -- (1,207)
----------- ----------- -----------
$ (4,600) $ (5,310) $ (186,189)
=========== =========== ===========
Basic and diluted net (loss) per share $ Nil $ Nil (.16)
=========== =========== ===========
Weighted average shares of common
common stock outstanding 1,330,591 1,330,591 1,165,406
=========== =========== ===========
F-4
REGATTA CAPITAL PARTNERS, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unadited)
Sept. 20, 1996
For the nine For the nine (Inception)
months ended months ended through
Sept 30, Sept 30, Sept 30,
2009 2008 2009
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Cash flows from operating activities:
Net income (loss) $ (4,600) $ (5,310) $ (186,189)
Adjustments to reconcile net (loss) to
cash used in operating activities:
Stock based compensation - - 3,004
Stock options expense - - 81,063
Impairment loss - - 5,115
Increase (decrease) in accounts payable and
accrued expenses (3,865) (2,775) 1,385
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Cash (used in) operating activities (8,465) (8,085) (95,622)
Cash flows from financing activities:
Contributed capital - - 25,123
Advances from related parties 8,465 8,085 74,691
Repayments to related parties - - (3,636)
Sale of common stock - - 1,800
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Cash provided by financing activities 8,465 8,085 97,978
Increase (decrease) in cash and cash equivalents - - 2,356
Cash at beginning of period 2,356 2,356 -
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Cash at end of period $ 2,356 $ 2,356 $ 2,356
============= ============= ==============
Interest paid $ - $ - $ -
============= ============= ==============
Income taxes paid $ - $ - $ -
============= ============= ==============
Non Cash Transactions:
Acquisition of interest in motion picture $ - $ - $ 5,000
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Investment in common shares of energy Acquisition $ - $ - $ 115
============= ============= ==============
Shares issued in exchange for related party advances $ - $ - $ 18,615
============= ============= ==============
F-5
REGATTA CAPITAL PARTNERS, INC.
Notes to Condensed Financial Statements
September 30, 2009
(Unaudited)
(1) Summary of Significant Accounting Policies:
Basis of presentation
The balance sheet as of September 30, 2009, the statements of operations and the
statements of cash flows for the three months and nine month periods ended
September 30, 2009 and 2008, have been prepared by the Company without audit.
In the opinion of management, all adjustments (which include only normal
recurring adjustments)necessary to present fairly the financial position,
results of operations, and changes in financial position at September 30, 2009,
and for all periods presented, have been made.
It is suggested that these statements be read in conjunction with the Company's
audited financial statements and the accompanying notes for the year ended
December 31, 2008, included in the Company's Form 10-K, filed with the
Securities and Exchange Commission.
Development Stage Company
Based upon the Company's business plan, it is a development stage enterprise
since planned principal operations have not yet commenced. Accordingly, the
Company presents its financial statements in conformity with the accounting
principles generally accepted in the United States of America that apply in
establishing operating enterprises. As a development stage enterprise, the
Company discloses the deficit accumulated during the development stage and the
cumulative statements of operations and cash flows from inception to the current
balance sheet date.
Basis of Presentation - Going Concern
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles in the United States of America, which
contemplates continuation of the Company as a going concern. However, the
Company has sustained losses from operations, has net capital and working
capital deficits and no business operations. These matters raise substantial
doubt about the Company's ability to continue as going concern. In view of these
matters, realization of certain of the assets in the accompanying balance sheet
is dependent upon the Company's ability to meet its financing requirements,
raise additional capital, and the success of its future operations. Management's
plans are to acquire additional operating capital through private equity
offerings to fund its business plan. There is no assurance that the equity
offerings will be successful in raising sufficient funds to commence operations
or to assure the eventual profitability of the Company. Management believes that
actions planned and presently being taken to revise the Company's operating and
financial requirements provide the opportunity for the Company to continue as a
going concern. The financial statements do not include any adjustments that
might result from these uncertainties.
Cash and Cash Equivalents
The Company considers all highly liquid securities with original maturities of
three months or less when acquired to be cash equivalents.
F-6
REGATTA CAPITAL PARTNERS, INC.
Notes to Condensed Financial Statements
September 30, 2009
(Unaudited)
Note 2: Related Party Transactions
During the nine months ended September 30, 2009, Regatta Capital Ltd., a company
owned by the president of the Company, paid for certain expenses on behalf of
the Company totaling $8,465. At September 30, 2009, the Company is indebted in
the amount of $52,437 to related parties.
Note 3: Income taxes
The Company recognizes deferred tax assets and liabilities for temporary
differences between the tax bases of assets and liabilities and the amounts at
which they are carried in the financial statements, the effect of net operating
losses, based upon the enacted tax rates in effect for the year in which the
differences are expected to reverse. A valuation allowance is established when
necessary to reduce deferred tax assets to the amount expected to be realized.
Note 4: Merger
The Company merged with Monet Entertainment Group, Inc. (Monet), a Maryland
corporation, on August 1, 2006, with RCPI the surviving corporation. Under the
merger agreement each ten (10) shares of Monet's common stock were converted
into 2.21833 shares of RCPI common stock, which was accounted for as a reverse
stock split, since that was the substance of the transaction. All references to
common stock in the financial statements have been retroactively given effect
for this split.
The Company filed a Proxy Statement - Form PRE 14C with SEC on May 23, 2006
notifying its shareholders of a special meeting to approve the merger. The
Company's shareholders approved the Merger Agreement on June 30, 2006. Under the
Company's business plan at that time, the Company planned to acquire the
outstanding bonds of Regatta Capital, Ltd., a related party.
On September 21, 2006 the Company decided to abandon its business plan to
acquire the outstanding bonds of Regatta Capital, Ltd., and become a business
development company.
F-7
Item 2. Management's Discussion and Analysis of Financial Condition/Plan
of Operations
Plan of Operation
The Company intends to maintain its corporate existence and continue filing its
required reports pursuant to the Securities Exchange Act and seek out other
business opportunities for the Company, including but not limited to
reorganization with a privately held business seeking to utilize the Company's
status as registered under the Exchange Act.
As of September 30, 2009 the Company had $2,356 in cash and $53,822 in total
liabilities. It has an accumulated deficit of $186,189.
As a shell company as defined by in Rule 12b-2 of the Exchange Act, the Company
must file a Form 8-K Current report containing information similar to that of an
Exchange Act Registration Statement on Form 10 for any reorganization whereby
the Company will commence operations including a description of the transaction,
the new business, its management, its financial statements and other
information.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities
Exchange Act of 1934 and are not required to provide the information under this
item.
Item 4. Controls and procedures
The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's Exchange Act
reports is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is accumulated
and communicated to the Company's management, including its Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure based closely on the definition of "disclosure
controls and procedures" in Rule 13a-15(e). In designing and evaluating the
disclosure controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.
As of the end of the period reported upon, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and the Company's
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures. Based on the foregoing, the
Company's Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures were effective.
There have been no changes in the Company's internal controls or in other
factors that have materially affected or are reasonably likely to materially
affect the internal controls subsequent to the date the Company completed its
evaluation.
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PART II
Item 6.
(A) Exhibits
31.1 Sarbanes Oxley Section 302 Certification
31.2 Sarbanes Oxley Section 302 Certification
32.1 Sarbanes Oxley Section 906 Certification
32.2 Sarbanes Oxley Section 906 Certification
(B) Reports on Form 8-K
The Company filed no reports on Form 8-K during the quarter ended September
30, 2009.
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SIGNATURES
In accordance with Section 13 or 15(a) of the Exchange Act, the Registrant
has caused this Amended Report to be signed on its behalf by the undersigned,
thereunto duly authorized on the 30th day of October 2009.
REGATTA CAPITAL PARTNERS, INC.
Fka MONET ENTERTAINMENT GROUP, LTD.
/s/ Philip D. Miller
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Philip D. Miller, President,
Chief Executive Officer
/s/ Stephen D. Replin
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Principal Financial Officer
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