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EX-32.2 - EXHIBIT 32.2 - Regatta Capital Partners, Inc.ex32x2.htm
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EX-32.1 - EXHIBIT 32.1 - Regatta Capital Partners, Inc.ex32x1.htm
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q/A
 
 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended: June 30, 2010
 
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ________ to _________
 
Commissions file number 0-27609
 
REGATTA CAPITAL PARTNERS, INC.
(Exact name of small business issuer as specified in its charter)
 
MARYLAND
20-4550082
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)
 
 
222 Milwaukee Street, Suite 304 Denver, CO
80206
(Address of principal executive offices)
(Zip Code)
 
Telephone (303) 329-3479
(Issuer's telephone number)
 
NOT APPLICABLE
(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 o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
   Large accelerated filer o
Accelerated filer o
   
Non-accelerated filer o
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 o
 
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
 
Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes o  No o
 
APPLICABLE ONLY TO CORPORATE ISSUERS
 
The number of shares of the registrant's Common Stock, $.001 par value, outstanding as of  August 8, 2011 was 1,330,591 shares.

 
Explanatory Note: This amendment revises Item 1 Financial Statements to reflect that the company is not in development stage; Item 3 Management Discussion and Analysis of Financial Condition and Results of Operations to correct the heading; and Item 4 Controls and Procedures to disclose that disclosure controls are not effective and identify the deficiencies.
 
 
 
 

 

ITEM 1. FINANCIAL STATEMENTS

 
 
 
Page
 
Balance Sheets at June 30, 2011 (unaudited) and December 31, 2010   
 2
   
Statements of Operations for the three months ended June 30, 2011 and  2010 (unaudited)
 3
   
Statements of Operations for the six months ended June 30, 2011 and  2010 (unaudited)
 4
   
Statements of Cash Flows for the six months ended June 30, 2011 and 2010  (unaudited)
 5
   
Notes to Condensed Financial Statements
 6
 
 

 
1
 

 
REGATTA CAPITAL PARTNERS, INC.
BALANCE SHEETS
 
   
June 30,
 2011
 (Unaudited)
   
December 31,
 2010
 (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
 
$
3,745
   
$
5,035
 
    Accounts payable, related parties
   
70,485
     
64,445
 
                 
          Total liabilities (all current)
   
74,230
     
69,480
 
                 
Shareholders'  (deficit):
               
   Common stock, no par value; authorized 25,000,000
               
    shares; 1,330,591 shares issued and outstanding.
   
1,331
     
1,331
 
   Additional paid-in capital
   
133,392
     
133,392
 
   Accumulated deficit
   
(206,597
)
   
(201,847
)
                 
          Total shareholders' (deficit)
   
(71,874
)
   
(67,124
)
                 
          Total liabilities and shareholders' (deficit)
 
$
2,356
   
$
2,356
 
 
The accompanying notes are an integral part of these financial statements.
 
2
 
 
 

 

 
REGATTA CAPITAL PARTNERS, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
             
             
   
For the three
months ended
June 30,
2011
   
For the three
 months ended
June 30,
 2010
 
             
Operating Expenses:
           
    Stock option
           
    General and administrative expenses
   
2,700
     
1,165
 
                 
Total Operating Expenses
   
2,700
     
1,165
 
                 
Other Income and (Expense):
               
   Impairment loss (Note 1)
   
-
     
-
 
   Miscellaneous income
   
-
     
-
 
   Interest income
   
-
     
-
 
                 
Total Other Income and (Expense)
   
-
     
-
 
                 
Net (loss) before income tax provision
 
$
(2,700
)
 
$
(1,165
)
                 
Income tax provision
   
-
     
-
 
                 
Net (loss)
 
$
(2,700
)
 
$
(1,165
)
                 
                 
Basic and diluted net (loss) per share
 
$Nil
   
$Nil
 
                 
Weighted average shares of common
               
   stock outstanding
   
1,330,591
     
1,330,591
 
 
The accompanying notes are an integral part of these financial statements.

3
 
 
 
 

 
    

 
REGATTA CAPITAL PARTNERS, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
 
 
   
For the six
 months ended
 June 30,
 2011
   
For the six
 months ended
June 30,
 2010
 
             
Operating Expenses:
           
    Stock option
 
-
   
-
 
    General and administrative expenses
   
4,750
     
3,250
 
                 
Total Operating Expenses
   
4,750
     
3,250
 
                 
Other Income and (Expense):
               
   Impairment loss (Note 1)
   
-
     
-
 
   Miscellaneous income
   
-
     
-
 
   Interest income
   
-
     
-
 
                 
Total Other Income and (Expense)
   
-
     
-
 
                 
Net (loss) before income tax provision
 
$
(4,750
)
 
$
(3,250
)
                 
Income tax provision
   
-
     
-
 
                 
Net (loss)
 
$
(4,750
)
 
$
(3,250
)
                 
                 
Basic and diluted net (loss) per share
 
$Nil
   
$Nil
 
                 
Weighted average shares of common
               
   stock outstanding
   
1,330,591
     
1,330,591
 
 
 
 
The accompanying notes are an integral part of these financial statements.
 
4

 
 

 


REGATTA CAPITAL PARTNERS, INC.
STATEMENTS  OF CASH FLOWS
 (Unaudited)
 
 
 
 
 
For the six
   
For the six
 
   
months ended
   
months ended
 
   
June 30,
   
June 30,
 
   
2011
   
2010
 
             
             
Cash flows from operating activities:
           
   Net income (loss)
  $ (4,750 )   $ (3,250 )
   Adjustments to reconcile net (loss) to
               
    cash used in operating activities:
               
      Stock based compensation
    -       -  
      Stock options expense
    -       -  
      Impairment loss
    -       -  
      Increase (decrease) in accounts payable and
               
         accrued expenses
    (1,290 )     (4,665 )
                 
Cash (used in) operating activities
    (6,040 )     (7,915 )
                 
Cash flows from financing activities:
               
   Contributed capital
    -       -  
   Advances from related parties
    6,040       7,915  
   Repayments to related parties
    -       -  
   Sale of common stock
    -       -  
                 
Cash provided by financing activities
    6,040       7,915  
                 
Increase (decrease) in cash and cash equivalents
    -       -  
Cash at beginning of period
    2,356       2,356  
                 
Cash at end of period
  $ 2,356     $ 2,356  
                 
Interest paid
  $ -     $ -  
                 
Income taxes paid
  $ -     $ -  
 
 
The accompanying notes are an integral part of these financial statements
 
5
 
 
 

 
Notes to Condensed Financial Statements
June 30, 2011
(Unaudited)


(1)
Summary of Significant Accounting Policies:

Interim Financial Information

The interim financial statements included herein have been prepared by Regatta Capital Partners, Inc. (RCPI) (the Company), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) as promulgated in Item 210 of Regulations S-X.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted pursuant to such SEC rules and regulations.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of financial position as of June 30, 2011, results of operations for the three and six months ended June 30, 2011 and 2010, and cash flows for the six months ended June 30, 2011 and 2010, as applicable, have been made.  The results for these interim periods are not necessarily indicative of the results for the entire year.  The accompanying financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Form 10-K.
 
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.



6

 
 

 
 
 
REGATTA CAPITAL PARTNERS, INC.
Notes to Condensed Financial Statements
June 30, 2011
(Unaudited)
 
Note 2:  Related Party Transactions

During the six months ended June 30, 2011, Regatta Capital Ltd., a company owned by the president of the Company, paid for certain expenses on behalf of the Company totaling $4,750.00. At June 30, 2011, the Company is indebted in the amount of $69,823 to related parties.

Note 3:  Income taxes

The Company has adopted ASC 740 "Accounting for Income Taxes" which requires the use of the asset and liability method of accounting of income taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.


7

 
 

 
 
Item 2. Management's Discussion and Analysis of Financial Condition and Results 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 June 30, 2011 the Company had $2,356 in cash and $74,230 in total liabilities. It has an accumulated deficit of $206,597.

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

(a)  The Company maintains disclosure controls and procedures that are designed to provide reasonable assurance 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 not 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.

Specifically, management identified the following control deficiencies. (1) The Company has not properly segregated duties as one or two individuals initiate, authorize, and complete all transactions. The Company has not implemented measures that would prevent the individuals from overriding the internal control system. The Company does not believe that this control deficiency has resulted in deficient financial reporting because the Chief Financial Officer is aware of his responsibilities under the SEC's reporting requirements and personally certifies the financial reports. (2) The Company has installed accounting software that does not prevent erroneous or unauthorized changes to previous reporting periods and does not provide an adequate audit trail of entries made in the accounting software. The Company does not think that this control deficiency has resulted in deficient financial reporting because the Company has implemented a series of manual checks and balances to verify that previous reporting periods have not been improperly modified and that no unauthorized entries have been made in the current reporting period.

Accordingly, while the Company has identified certain material weaknesses in its system of internal control over financial reporting, it believes that it has taken reasonable steps to ascertain that the financial information contained in this report is in accordance with generally accepted accounting principles.  Management has determined that current resources would be appropriately applied elsewhere and when resources permit, they will alleviate material weaknesses through various steps.  The foregoing notwithstanding, management still concludes that its internal controls over financial reporting are not effective.

(b)  Changes in Internal Controls.  There were no changes in our internal control over financial reporting during the quarter ended June 30, 2011 that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 
 
8
 
 
 

 



 
PART II
 
ITEM 1.  LEGAL PROCEEDINGS:   None
 
 
ITEM 1A. RISK FACTORS:       N/A

 
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS:  None
 
 
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES:       None
 
 
ITEM 4.  REMOVED AND RESERVED.
 
 
ITEM 5.  OTHER INFORMATION:    None.
 
 
ITEM 6.  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

101
Interactive Date Files Pursuant to Rule 405 of Regulation S-T.

                                        
 
9
 
 
 

 
 

 
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 September 13, 2011.
 
 
 
REGATTA CAPITAL PARTNERS, INC
 
       
 
By:
/s/ Philip D. Miller
 
   
Philip D. Miller, President, Chief Executive Officer
 
       
       
     
       
 
By:
/s/ Stephen D. Replin
 
   
Stephen D. Replin, Principal Financial Officer
 
       
       
 
 
 
 
10