Attached files
| file | filename |
|---|---|
| EX-32 - EXHIBIT 32 - Regatta Capital Partners, Inc. | ex32.htm |
| EX-31.1 - EXHIBIT 31.1 - Regatta Capital Partners, Inc. | ex31-1.htm |
| EX-31.2 - EXHIBIT 31.2 - Regatta Capital Partners, Inc. | ex31-2.htm |
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
EXCHANGE ACT OF 1934
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For
the fiscal year ended December 31, 2009
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| o |
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
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For
the transition period from
to
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Commission
file number: 0-27609
REGATTA
CAPITAL PARTNERS, INC.
(Exact
name of registrant as specified in its charter)
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Maryland
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20-4550082
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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222
Milwaukee Street, Suite 304 Denver, CO
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80206
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(Address
of principal executive offices)
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(Zip
Code)
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(303)
329-3479
Registrant's
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act: None
Securities
registered pursuant to Section 12(g) of the Act:
Common
Stock
Title of
Class
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes
o No x
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
o No x
Indicate
by check mark whether the issuer (1) filed all reports required to be filed
by Sections 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.
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 o No o
Indicate
by checkmark 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 or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. x
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.
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
The
aggregate market value of the Common Stock held by non-affiliates as of the last
business day of the registrant's most recently completed second fiscal quarter
was $0 based on the closing price of the common stock of
$0.
As of
March 29, 2010 there were 1,330,591 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY
REFERENCE: None.
TABLE
OF CONTENTS
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Page
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PART I
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ITEM
1:
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BUSINESS
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1
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ITEM
1A:
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RISK
FACTORS
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1
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ITEM
1B:
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UNRESOLVED
STAFF COMMENTS
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2
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ITEM
2:
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PROPERTIES
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2
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ITEM
3:
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LEGAL
PROCEEDINGS
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2
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ITEM
4:
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RESERVED
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2
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PART II
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ITEM
5:
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MARKET
FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND PURCHASES OF EQUITY
SECURITIES
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2
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ITEM
6:
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SELECTED
FINANCIAL DATA
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2
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ITEM
7:
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MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
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2
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ITEM
7A:
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QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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3
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ITEM
8:
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FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
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4
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ITEM
9:
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CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
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5
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ITEM
9A:
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CONTROLS
AND PROCEDURES
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5
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ITEM
9B:
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OTHER
INFORMATION
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5
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PART III
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ITEM
10:
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DIRECTORS,
EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
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6
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ITEM
11:
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EXECUTIVE
AND DIRECTOR COMPENSATION
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8
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ITEM
12:
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SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
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8
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ITEM
13:
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CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
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9
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ITEM
14:
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PRINCIPAL
ACCOUNTING FEES AND SERVICES
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9
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PART IV
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ITEM
15:
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EXHIBITS,
FINANCIAL STATEMENT SCHEDULES
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9
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SIGNATURES
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10
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NOTE
REGARDING FORWARD LOOKING STATEMENTS
Except
for statements of historical fact, certain information contained herein
constitutes "forward-looking statements," including without limitation
statements containing the words "believes," "anticipates," "intends," "expects"
and words of similar import, as well as all projections of future results. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results or achievements of the Company
to be materially different from any future results or achievements of the
Company expressed or implied by such forward-looking statements. Such factors
include, but are not limited to the following: the Company's lack of an
operating history, the Company's minimal level of revenues and unpredictability
of future revenues; the Company's future capital requirements to develop
additional property within the defined claim; the risks associated with rapidly
changing technology; the risks associated with governmental regulations and
legal uncertainties; and the other risks and uncertainties described under
"Description of Business - Risk Factors" in this Form 10-K. Certain of the
Forward-looking statements contained in this annual report are identified with
cross-references to this section and/or to specific risks identified under
"Description of Business - Risk Factors".
Part
I
Item 1.
Description of Business
The
Company's predecessor, Monet Entertainment Group, Ltd., (the "Company") was
formed in 1996 as a Colorado corporation intending to finance the production of
a variety of entertainment projects.
On May
17, 2006, the Company entered into an Agreement and Plan of Merger with Regatta
Capital Partners, Inc., a Maryland corporation. The Agreement and Plan of Merger
was approved by the Company's shareholders on June 30, 2006 and the merger was
completed on August 1, 2006.
The
Company shareholders exchanged the 6,000,000 shares of the Company for
approximately 1,331,000 shares of Regatta Capital Partners, Inc. common
stock. The stockholders of the Company, as of August 3, 2006, the
closing date of the Merger, own approximately 100% of Regatta Capital Partners,
Inc. common stock outstanding as of the closing date and Monet ceased to exist
as a separate corporation. For accounting purposes, this transaction was
accounted for as a merger.
Regatta
Capital Partners, Inc. was incorporated on March 8, 2006 in the state of
Maryland. Regatta Capital Partners, Inc., was initially formed to make financing
available, on a fully collateralized basis to businesses that have achieved
positive cash flow objectives, operating history requirements, management in
place, and other objectives and requirements as were to have been determined by
the Board of Directors and the Management Company from time to time. The initial
business plan and future financing requirements will be modified over time to
reflect the future direction determined in the discretion of the management of
the Company as the purpose originally foreseen has been deemed to be
inappropriate by management. The Company is now re-evaluating the direction that
it wants to take going forward.
The
Company intends to maintain its corporate existence and continue filing its
required reports pursuant to the Securities Exchange Act while it re-evaluates
its motion pictures financing business plan and seeks out other business
opportunities for the Company.
Employees
and Offices
As of
March 20, 2009 the Company did not have any full time employees.
Item 1A
Risk Factors
1. The
Company has no record of earnings. It is also subject to all the risks inherent
in a developing business enterprise including lack of cash flow.
2. The
Company's success and possible growth will depend on its ability to develop or
acquire new business operations.
3.
Liquidity and need for additional financing is a concern for the Company. At the
present time, the Company does not have sufficient cash to finance its
operations. The Company is dependent on the ability of its management team to
obtain the necessary working capital to operate successfully. There is no
assurance that the Company will be able to obtain additional capital as
required, or if the capital is available, to obtain it on terms favorable to the
Company. The Company may suffer from a lack of liquidity in the future that
could impair its production efforts and adversely affect its results of
operations.
4. The
Company is wholly dependent at the present upon the personal efforts and
abilities of its Officers and Directors, who exercise control over the
day-to-day affairs of the Company.
Item 1B
Unresolved Staff Comments
None. As
a smaller business issuer, the Company is not required to include this
Item.
1
Item
2. Description of Properties
The
Company's offices are located at 222 Milwaukee St., Suite 304, Denver, CO 80206
and its telephone number is (303) 329-3479.
Item
3. Legal Proceedings.
The
Company is not party to any pending legal proceeding nor is any of its property
the subject of any pending legal proceeding. The Company is not aware of any
proceeding that a governmental authority is contemplating.
Item
4. Reserved
Part
II
Item 5.
Market For Registrant's Common Equity And Related Stockholder
Matters
As of
March 29, 2010 there were approximately 1,200 beneficial owners of the Company's
common stock. The Company's common stock does not have a trading symbol and is
not listed on any market. There have been no reported bids or offers and no
trades have been made.
Common
Stock
The
Company is authorized to issue 100,000,000 shares of common stock (the "Common
Stock"). Holders of Common Stock are entitled to cast one vote for each share
held of record of all matters presented to shareholders. Cumulative voting is
not allowed, which allows the holders of a majority of the outstanding Common
Stock to elect all directors.
Holders
of Common Stock are entitled to receive such dividends as may be declared by the
Board of Directors out of funds legally available for the payment of dividends
and, in the event of liquidation, to share pro rata in any distribution of the
Company's assets after payment of liabilities. The Company has never declared a
dividend and it is not anticipated that dividends will be paid in the
foreseeable future.
Holders
of Common Stock do not have preemptive rights to subscribe to additional shares
issued by the Company. All of the outstanding shares of Common Stock are fully
paid and non-assessable.
Equity
Compensation Plan Information: The Company does not have any equity compensation
plans in effect.
Item 6
Selected Financial Data
As a
smaller business issuer, the Company is not required to include this
Item.
Item 7.
Management's Discussion and Analysis or 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
December 31, 2009, the Company had $2,356 in cash and $59,072 in total
liabilities. It has an accumulated deficit of $191,439.
2
We will
need additional funding to achieve our plan of operation and to pay for the
costs associated with being a public company, including compliance and audits of
our financial statements. In the past we have relied on loans and advances from
shareholders to fund our operations, however, we have no written or firm
agreement regarding financing.
In
addition, the United States and the global business community is experiencing
severe instability in the commercial and investment banking systems which is
likely to continue to have far-reaching effects on the economic activity in the
country for an indeterminable period. The long-term impact on the United States
economy and the Company’s operating activities and ability to raise capital
cannot be predicted at this time, but may be substantial.
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 7A.
Quantitative and Qualitative Disclosures about Market Risk.
The
Company does not have any market risk sensitive financial instruments for
trading or other purposes. All Company cash is held in insured deposit
accounts.
3
ITEM 8.
FINANCIAL STATEMENTS
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Page
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Report
of Independent Registered Public Accounting Firm
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F-1
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Balance
Sheets
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F-2
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Statements
of Operations
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F-3
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Statement
of Changes in Shareholders' (Deficit)
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F-4
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Statements
of Cash Flows
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F-5
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Notes
to Financial Statements
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F-6
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4
Report of
Independent Registered Public Accounting Firm
Board of
Directors
Regatta
Capital Partners, Inc.
We have
audited the accompanying balance sheets of Regatta Capital Partners, Inc., as of
December 31, 2009 and 2008, and the related statements of operations,
shareholders' (deficit), and cash flows for the two years ended December 31,
2009 and 2008, and for the period from September 20, 1996 (inception) through
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 audits. The financial statements for the
cumulative period from September 20, 1996 to December 31, 2005 were audited by
other auditors whose report dated January 26, 2006 expressed an unqualified
opinion on those statements. Our opinion on the statement of shareholders'
(deficit), operations and cash flows for the period September 20, 1996 through
December 31, 2009, insofar as it relates to amounts for prior periods through
December 31, 2005 is based solely on the reports of other auditors.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audits 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 audits 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 purpose of expressing an
opinion on the effectiveness of 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 disclosures 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 our audits provide 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 Regatta Capital Partners, Inc. as
of December 31, 2009 and 2008, and the results of its operations and cash flows
for the two years ended December 31, 2009 and 2008 and for the period from
September 30, 1996 (inception) through December 31, 2009 in conformity with
accounting principles generally accepted in the United States of
America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As described in Note 2, the Company has
sustained recurring losses, has net capital and working capital deficits and no
business operations, which raise substantial doubt about its ability to continue
as a going concern. Management's plans in regard to this matter are also
discussed in Note 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/ Schumacher &
Associates, Inc.
SCHUMACHER
& ASSOCIATES, INC.
Denver,
Colorado
March 23,
2010
F-1
REGATTA
CAPITAL PARTNERS, INC.
(A
Development Stage Company)
BALANCE
SHEETS
|
December
31,
2009
|
December
31,
2008
|
|||||||
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ASSETS
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||||||||
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Current
assets
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||||||||
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Cash
and cash equivalents
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$ | 2,356 | $ | 2,356 | ||||
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Total
current assets
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2,356 | 2,356 | ||||||
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Total
assets
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$ | 2,356 | $ | 2,356 | ||||
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LIABILITIES
AND SHAREHOLDER’S (DEFICIT)
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||||||||
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Current
Liabilities
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||||||||
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Accrued
expenses
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$ | 6,635 | $ | 5,250 | ||||
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Accounts
payable, related parties
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52,437 | 43,972 | ||||||
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Total
liabilities (all current)
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59,072 | 49,222 | ||||||
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Commitments
and contingencies (Notes 2, 3 and 4
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||||||||
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Shareholders’
(deficit):
|
||||||||
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Common
stock, $.001 par value; authorize 100,000,000
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||||||||
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Shares;
1,330,591 shares issued and outstanding
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1,331 | 1,331 | ||||||
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Additional
paid-in capital
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133,392 | 133,392 | ||||||
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Accumulated
deficit during development stage
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(191,439 | ) | (181,589 | ) | ||||
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Total
shareholders’ (deficit)
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(56,716 | ) | (46,866 | ) | ||||
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Total
liabilities and shareholders’ (deficit)
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$ | 2,356 | $ | 2,356 | ||||
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The
accompanying notes are an integral part of these financial
statements
|
||||||||
| F-2 | ||||||||
REGATTA
CAPITAL PARTNERS, INC.
(A
Development Stage Company)
STATEMENTS
OF OPERATIONS
|
For
the year ended December 31,
2009
|
For
the year ended December 31,
2008
|
Sept.
20, 2006 (Inception) through December 31,
2009
|
||||||||||
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Operating
Expenses:
|
||||||||||||
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Stock
option expense (Note 6)
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$ | -- | $ | -- | $ | 81,063 | ||||||
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General
and administrative expenses
|
9,850 | 10,520 | 112,588 | |||||||||
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Total
Operating Expenses
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9,850 | 10,520 | 193,651 | |||||||||
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Other
Income and (Expense):
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||||||||||||
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Interest
income
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-- | -- | 309 | |||||||||
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Miscellaneous
income
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-- | -- | 8,225 | |||||||||
|
Impairment
loss (Note 1)
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-- | -- | (5,115 | ) | ||||||||
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Total
Other Income and (Expense)
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-- | -- | 3,419 | |||||||||
|
Net
(loss) before income tax provision
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(9,850 | ) | (10,520 | ) | (190,232 | ) | ||||||
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Income
tax provision
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-- | -- | (1,207 | ) | ||||||||
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Net
(loss)
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$ | (9,850 | ) | $ | (10,520 | ) | $ | (191,439 | ) | |||
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Basic
and diluted net (loss) per share
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$ | (0.01 | ) | $ | (0.01 | ) | (0.16 | ) | ||||
|
Weighted
average shares of common stock outstanding
|
1,330,591 | 1,330,591 | 1,168,546 | |||||||||
|
The
accompanying notes are an integral part of these financial
statements
|
||||||||||||
| F-3 | ||||||||||||
REGATTA
CAPITAL PARTNERS, INC.
(A
Development Stage Company)
STATEMENT
OF CHANGES IN SHAREHOLDERS’ (DEFICIT)
FOR THE
PERIOD FROM SEPTEMBER 20, 1996 TO DECEMBER 31, 2009
| Common Stock | ||||||||||||||||||||
| Shares | Amount |
Additional
paid
in
capital
|
Deficit Accumulated during
Development
Stage
|
Total | ||||||||||||||||
|
Balance
at
|
||||||||||||||||||||
| September 20, 2006 (inception) | -- | $ | -- | -- | $ | -- | $ | -- | ||||||||||||
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Shares
issued in exchange for
|
||||||||||||||||||||
| Interest in motion picture at $0.01 per share, September 1996 | 508,944 | 509 | 4,491 | -- | 5,000 | |||||||||||||||
|
Shares
issued in exchange for
|
||||||||||||||||||||
| Common stock of Energy Acquisition at $0.001 per share, October 1996 | 110,881 | 111 | 4 | -- | 115 | |||||||||||||||
|
Shares
issued in exchange for
|
||||||||||||||||||||
| Officer compensation at $0.01 per share. December 1996 | 289,399 | 289 | 2,715 | -- | 3,004 | |||||||||||||||
|
Issuance
of common stock for
|
||||||||||||||||||||
| Cash at $0.009 per share | 199,586 | 200 | 1,600 | -- | 1,800 | |||||||||||||||
|
Net
loss
|
-- | -- | -- | (2,843 | ) | (2,843 | ) | |||||||||||||
|
Balances
at December 31,
|
||||||||||||||||||||
| 1996, 1997, 1998, 1999, 2000 | 1,108,810 | 1,109 | 8,810 | (2,843 | ) | 7,076 | ||||||||||||||
|
Contributed
capital
|
-- | -- | 25,123 | -- | 25,123 | |||||||||||||||
|
Net
loss
|
-- | -- | -- | (25,123 | ) | (25,123 | ) | |||||||||||||
|
Balances
at December 31, 2001
|
1,108,810 | 1,109 | 33,933 | (27,966 | ) | 7,076 | ||||||||||||||
|
Net
loss
|
-- | -- | -- | (1,579 | ) | (1,579 | ) | |||||||||||||
|
Balances
at December 31, 2002
|
1,108,810 | 1,109 | 33,933 | (29,545 | ) | 5,497 | ||||||||||||||
|
Net
loss
|
-- | -- | -- | (1,007 | ) | (1,007 | ) | |||||||||||||
|
Balances
at December 31, 2003
|
1,108,810 | 1,109 | 33,933 | (30,552 | ) | 4,490 | ||||||||||||||
|
Net
loss
|
-- | -- | -- | (4,817 | ) | (4,817 | ) | |||||||||||||
|
Balances
at December 31, 2004
|
1,108,810 | 1,109 | 33,933 | (35,369 | ) | (327 | ) | |||||||||||||
|
Shares
issued in exchange for
|
||||||||||||||||||||
| Payable at $0.085 per share, October 2005 | 221,761 | 222 | 18,393 | -- | 18,615 | |||||||||||||||
|
Stock
options granted at
|
||||||||||||||||||||
| November 15, 2005 | -- | -- | 81,063 | -- | 81,063 | |||||||||||||||
|
Net
loss
|
-- | -- | -- | (96,670 | ) | (96,670 | ) | |||||||||||||
|
Balances
at December 31, 2005
|
1,330,571 | 1,331 | 133,389 | (132,039 | ) | 2,681 | ||||||||||||||
|
Issuance
of share per merger
|
20 | -- | 2 | -- | 2 | |||||||||||||||
|
Net
loss
|
-- | -- | -- | (27,429 | ) | (27,429 | ) | |||||||||||||
|
Balances
at December 31, 2006
|
1,330,591 | 1,331 | 133,392 | (159,468 | ) | (24,745 | ) | |||||||||||||
|
Net
loss
|
-- | -- | -- | (11,601 | ) | (11,601 | ) | |||||||||||||
|
Balances
at December 31, 2007
|
1,330,591 | 1,331 | 133,392 | (171,069 | ) | (36,346 | ) | |||||||||||||
|
Net
loss
|
-- | -- | -- | (10,520 | ) | (10,520 | ) | |||||||||||||
|
Balances
at December 31, 2008
|
1,330,591 | 1,331 | 133,392 | (181,589 | ) | (46,866 | ) | |||||||||||||
|
Net
loss
|
-- | -- | -- | (9,850 | ) | (9,850 | ) | |||||||||||||
|
Balances
at December 31, 2009
|
1,330,591 | 1,331 | 133,392 | (191,439 | ) | (56,716 | ) | |||||||||||||
|
|
||||||||||||||||||||
|
|
||||||||||||||||||||
The
accompanying notes are an integral part of these financial
statements
F-4
REGATTA
CAPITAL PARTNERS, INC.
(A
Development Stage Company)
STATEMENTS
OF CASH FLOWS
|
For
the year ended December 31,
2009
|
For
the year ended December 31,
2008
|
Sept.
20, 2006 (Inception) through December 31,
2009
|
||||||||||||
|
Cash
flows from operating activities:
|
||||||||||||||
|
Net
income (loss)
|
$ | (9,850 | ) | $ | (10,520 | ) | $ | (191,439 | ) | |||||
|
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
|
1,385 | 550 | 6,635 | |||||||||||
|
Cash
(used in) operating activities
|
(8,465 | ) | (9,970 | ) | (95,622 | ) | ||||||||
|
Cash
flows from financing activities
|
||||||||||||||
|
Contributed
capital
|
-- | -- | 25,123 | |||||||||||
|
Advances
from related parties
|
8,465 | 9,970 | 74,691 | |||||||||||
|
Repayments
to related parties
|
-- | -- | (3,636 | ) | ||||||||||
|
Sale
of common stock
|
-- | -- | 1,800 | |||||||||||
|
Cash
provided by financing activities
|
8,465 | 9,970 | 97,978 | |||||||||||
|
Increase
(decrease) in cash and cash equivalents
|
-- | -- | 2,356 | |||||||||||
|
Cash
at beginning of period
|
2,356 | 2,356 | -- | |||||||||||
|
Cash
at end of period
|
$ | 2,356 | $ | 2,356 | $ | 2,356 | ||||||||
|
Interest
paid
|
$ | -- | $ | -- | $ | -- | ||||||||
|
Income
tax paid
|
$ | -- | $ | -- | $ | -- | ||||||||
|
Non
Cash Transactions:
|
||||||||||||||
|
Acquisition
of interest in motion picture
|
$ | -- | $ | -- | $ | 5,000 | ||||||||
|
Investment
in common shares of Energy Acquisition
|
$ | -- | $ | -- | $ | 115 | ||||||||
|
Shares
issued in exchange for related party advances
|
$ | -- | $ | -- | $ | 18,615 | ||||||||
|
The
accompanying notes are an integral part of these financial
statements
|
||||||||||||||
| F-5 | ||||||||||||||
REGATTA
CAPITAL PARTNERS, INC.
Notes to
Financial Statements
December
31, 2009 and 2008
Note 1 –
Nature and Continuance of Operations:
Organization
Regatta
Capital Partners, Inc. (the “Company”)(RCPI) was incorporated in the State of
Maryland, United States of America, on March 8, 2006. The Company merged with
Monet Entertainment Group, Inc. (Monet), a Colorado 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. Since there was no material change in ownership of Monet after the
merger, the accounts of Monet were carried over in the financial statements. The
Company’s fiscal year end is December 31.
Development
Stage Activities
The
Company is in the development stage and has not yet realized any revenues from
its planned operations. The Company was formed for the purpose of effectuating a
merger with Monet Entertainment Group, Ltd., a public reporting company, an
affiliate which is controlled by the Company’s President. The Company was formed
with the objective of commencing operations as a business development
company.
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 statement of operations and cash flows from inception to the current
balance sheet date.
Note 2 –
Significant Accounting Policies:
This
summary of significant accounting policies is presented to assist in
understanding the Company’s financial statements. The financial statements and
notes are representations of the Company’s management who is responsible for
their integrity and objectivity. These accounting policies conform to generally
accepted accounting principles in the United States of America and have been
consistently applied in the preparation of the financial
statements.
Use of
Estimates
The
preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
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
Financial Statements
December
31, 2009 and 2008
Impairment
of Long-Lived Assets
In
accordance with ASC 360, Accounting for the Impairment or Disposal of Long-Lived
Assets, the Company evaluates their long-lived assets (excluding the full cost
pool), including related intangibles of identifiable business activities for
impairment when events or changes in circumstances indicate, in management's
judgment, that the carrying value of such assets may not be recoverable. The
determination of whether impairment has occurred is based on management's
estimate of undiscounted future cash flows attributable to the assets as
compared to the carrying value of the assets. If impairment has occurred,
estimating the fair value for the assets and recording a provision for loss if
the carrying value is greater than fair value determine the amount of the
impairment recognized. For assets identified to be disposed of in the future,
the carrying value of these assets are compared to the estimated fair value less
the cost to sell to determine if impairment is required. Until the assets are
disposed of, an estimate of the fair value is re-determined when related events
or circumstances change.
The
Company has exchanged shares of its common stock for shares of Series C common
stock of Energy Acquisition Companies, Inc. (Energy), a New York Corporation.
The exchange, which was effective on October 7, 1996, (the date the Certificate
of Share Exchange was filed by the Colorado Secretary of State and by New York
Department of State), resulted in the exchange of 115,531 shares of Energy
Acquisition Companies, Inc. Series C, Par Value $0.001 Common Stock for 500,000
shares of Monet Entertainment Group, Ltd. Common Stock. The 115,531 shares of
Energy Acquisition Companies, Inc. common stock received by Monet represented
less than one percent of Energy's outstanding shares. The 500,000 shares of
Monet common stock surrendered to Energy represents eleven percent of the
Company's outstanding common stock, and two percent of its authorized
stock. During the year ended December 31, 2003, management determined
the investment to be impaired, since Energy is no longer in operations. An
impairment loss of $5,115 is reflected in the accompanying financial
statements.
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.
Basic and
Diluted Loss Per Share
In
accordance with ASC 260 - "Earnings Per Share", the basic loss per common share
is computed by dividing net loss available to common stockholders by the
weighted average number of common shares outstanding. Diluted loss per common
share is computed similar to basic loss per common share except that the
denominator is increased to include the number of additional common shares that
would have been outstanding if the potential common shares had been issued and
if the additional common shares were dilutive. Diluted earnings per share is not
shown for periods in which the Company incurs a loss because it would be
anti-dilutive.
At
December 31, 2009 and 2008, the Company had no stock equivalents that were
anti-dilutive and excluded in the earnings per share computation.
F-7
REGATTA
CAPITAL PARTNERS, INC.
Notes to
Financial Statements
December
31, 2009 and 2008
Estimated
Fair Value of Financial Instruments
The
carrying value of the Company's financial instruments, consisting of cash
equivalents, accounts payable and accrued liabilities approximate their fair
value due to the short-term maturity of such instruments. Unless otherwise
noted, it is management's opinion that the Company is not exposed to significant
interest, currency or credit risks arising from these financial
statements.
Revenue
Recognition
The
company has had no revenues to date. It is the Company's policy that revenues
will be recognized in accordance with SEC Staff Accounting Bulletin (SAB) No.
104, "Revenue Recognition." Under SAB 104, product revenues (or service
revenues) are recognized when persuasive evidence of an arrangement exists,
delivery has occurred (or service has been performed), the sales price is fixed
and determinable and collectability is reasonably assured.
Concentrations
Financial
instruments that potentially subject the company to concentrations of credit
risk consist principally of cash and cash equivalents. At December 31, 2009 and
2008, the Company had no amounts of cash or cash equivalents in financial
institutions in excess of amounts insured by agencies of the U.S.
Government.
Recent
Accounting Pronouncements
There
were various accounting standards and interpretations issued during 2009 and
2008, none of which are expected to have a material impact on the Company's
financial position, operations or cash flows.
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 recurring losses, 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.
F-8
REGATTA
CAPITAL PARTNERS, INC.
Notes to
Financial Statements
December
31, 2009 and 2008
Note
3: Related Party Transactions
During
the years ended December 31, 2009 and 2008, Regatta Capital Ltd., a company
owned by a director of the Company, paid for certain expenses on behalf of the
Company totaling $8,465 and $9,970, respectively, resulting in a balance payable
of $51,775 at December 31, 2009. Also during the year ended December 31, 2006,
an officer advanced $662 to the Company. At December 31, 2009, the Company is
indebted in the amount of $52,437 to related parties.
At
October 31, 2005, the Company issued 221,833 shares of restricted common stock
at $0.0839 per share, to its affiliate in consideration of $18,615 repayment for
advances owed.
During
the year ended December 31, 2001, Regatta Capital, Ltd., contributed $25,123 to
pay for certain expenses on behalf of the Company. This amount is included in
the accompanying financial statements as a credit to additional paid-in
capital.
In 1996,
three former officers of the Company each received 96,497 shares of common stock
at $0.0104 per share, for services rendered valued at $3,004. In 1998 and 1999,
all of these shares were purchased by the president of the Company.
In
October 1996, the Company issued 110,917 shares of common stock in exchange for
115,531 common shares of Energy Acquisition Companies, Inc. (Energy), a company
under common control. The shares that the Company owned represented less than
one percent of Energy's issued and outstanding common stock.
In 1996,
the president of the Company purchased a 25% interest in a feature-length motion
picture for $25,000. In September 1996, the president conveyed a 5% interest in
the film to the Company in exchange for 509,107 shares of common
stock.
The
Company uses the offices of its President for its minimal office facility needs
for no consideration. No provision for these costs has been provided since it
has been determined that they are immaterial.
Note
4: Income taxes
Deferred
income taxes arise from temporary timing differences in the recognition of
income and expenses for financial reporting and tax purposes. The Company's
deferred tax assets consist entirely of the benefit from net operating loss
(NOL) carryforwards. The net operating loss carry forwards expire in various
years through 2029. The Company's deferred tax assets are offset by a valuation
allowance due to the uncertainty of the realization of the net operating loss
carryforwards. Net operating loss carryforwards may be further limited by a
change in company ownership and other provisions of the tax laws.
F-9
REGATTA
CAPITAL PARTNERS, INC.
Notes to
Financial Statements
December
31, 2009 and 2008
The
Company’s deferred tax assets, valuation allowance, and change in valuation
allowance are as follows:
|
Period
Ending
December
31
|
Estimated
NOL
|
NOL
Expires
|
Estimated
Tax Benefit from NOL
|
Valuation
Allowance
|
Change
in Valuation Allowance
|
Net
Tax Benefit
|
|
2008
|
181,589
|
Various
|
33,594
|
(33,594)
|
(1,946)
|
--
|
|
2009
|
9,850
|
2029
|
1,822
|
(1,822)
|
(1,822)
|
--
|
Income
taxes at the statutory rate are reconciled to the Company’s actual income taxes
as follows:
|
Income
tax benefit at statutory rate resulting from net
operating
loss carryforward
|
(15.0%)
|
|
State
tax benefit, net of federal benefit
|
(3.5%)
|
|
Deferred
income tax valuation allowance
|
18.5%
|
|
Actual
tax rate
|
0%
|
Note
5: Common Stock
The
Company’s authorized common stock consists of 100,000,000 shares with $.001 par
value per share.
The
shareholders of Monet Entertainment Group, Inc. (Monet) owned 6,000,000 shares
of Monet at December 31, 2005. Under the merger agreement with the Company, each
ten shares of Monet’s common stock were converted into 2.21833 shares of RCPI
common stock. After the merger, 1,330,571 shares were outstanding. On March 31,
2006, the Company issued 20 shares of common stock at a price of $0.10 per share
for cash totaling $2. See Note 6.
Note
6: Stock Options
On
November 15, 2005 the Company granted an unrelated third party options to
purchase 443,666 shares of the Company’s common stock to provide incentive to
involve the Company with real estate opportunities. The options carry an
exercise price of $6.76 per share for and vest immediately. The Company
determined the fair value of the options at $0.18 per share and recorded stock
based compensation of $81,063 in accordance with SFAS 123.
The fair
value for these options was estimated at the date of grant using the
Black-Scholes option-pricing model with the following assumptions:
|
Risk-free
interest rate
|
4.47%
|
|
Dividend
yield
|
0.00%
|
|
Volatility
factor
|
172.00%
|
|
Weighted
average expected life
|
2
years
|
F-10
REGATTA
CAPITAL PARTNERS, INC.
Notes to
Financial Statements
December
31, 2009 and 2008
The
Black-Scholes options valuation model was developed for use in estimating the
fair value of traded options, which have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price
volatility. Because the Company's stock options have characteristics
significantly different from those of traded options, and because changes in the
subjective input assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its stock options.
A summary
of changes in the number of stock options outstanding for the years ended
December 31, 2009 and 2008 is as follows:
|
Number
of
Shares
|
Weighted
Average Exercise Price Per Share
|
||||||
|
Balance
at December 31, 2005
|
443,666 | $6.76 | |||||
|
Balance
at December 31, 2006
|
0 | $0.00 | |||||
|
Balance
at December 31, 2007
|
0 | $0.00 | |||||
|
Balance
at December 31, 2008
|
0 | $0.00 | |||||
|
Balance
at December 31, 2009
|
0 | $0.00 | |||||
|
Options
exercisable at December 31, 2006
|
0 | $0.00 | |||||
|
Options
exercisable at December 31, 2007
|
0 | $0.00 | |||||
|
Options
exercisable at December 31, 2008
|
0 | $0.00 | |||||
|
Options
exercisable at December 31, 2009
|
0 | $0.00 | |||||
No
options were granted during the year ended December 31, 2009 and
2008.
All
outstanding options at December 31, 2005 were canceled during the year
ended
December
31, 2006.
Note
7: 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.
Note
8: Subsequent Events
The
Company has evaluated all subsequent events through the date the financial
statements were available to be issued.
F-11
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure.
None
Item
9A. 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 / 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
December 31, 2009, the end of the period of this report, 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 /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.
Report of
Management on Internal Control Over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting for the company. Internal control over
financial reporting is a process to provide reasonable assurance regarding the
reliability of our financial reporting for external purposes in accordance with
accounting principles generally accepted in the United States of
America. Internal control over financial reporting includes
maintaining records that in reasonable detail accurately and fairly reflect our
transactions; providing reasonable assurance that transactions are recorded as
necessary for preparation of our financial statements; providing reasonable
assurance that receipts and expenditures of company assets are made in
accordance with management authorization; and providing reasonable assurance
that unauthorized acquisition, use or disposition of company assets that could
have a material effect on our financial statements would be prevented or
detected on a timely basis. Because of its inherent limitations, internal
control over financial reporting is not intended to provide absolute assurance
that a misstatement of our financial statements would be prevented or
detected.
In
connection with the preparation of this Annual Report on Form 10-K for the year
ended December 31, 2009, management, with the participation of our Chief
Executive Officer and Chief Financial Officer, evaluated the effectiveness of
our internal controls over financial reporting, pursuant to Rule 13a-15 under
the Exchange Act. Our Chief Executive Officer and Chief Financial Officer
concluded and reported to the Board of Directors that the design and operation
of our internal controls and procedures were not effective as of December 31,
2009 due to material weaknesses in the system of internal control.
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.
5
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.
There
have been no material changes in the Company's internal controls or in other
factors that could significantly affect the internal controls subsequent to the
date the Company completed its evaluation.
Item
9A(T). Controls and Procedures.
This
annual report does not include an attestation report of the Company's registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the company's registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the company to provide only management's report
in this annual report.
Item 9B
Other Information
None
Part
III
Item 10.
Directors, Executive Officers, Promoters and Control Persons, Compliance With
Section 16(A) Of the Exchange Act
|
Name
|
Age
|
Position
|
||
|
Philip
D. Miller
|
29 |
President
|
||
|
Stephen
D. Replin
|
61 |
CFO/Director
|
||
|
Chester
A. Cedars
|
64 |
Director
|
||
|
Daniel
J. Deters
|
52 |
Director
|
||
|
Dr.
Glen Zelkind
|
63 |
Director
|
Directors
are elected at each annual general meeting and serve until their successors have
been elected. Officers are appointed by the board of directors and serve at the
pleasure of the board.
Philip D.
Miller: Philip D. Miller has been involved in his family real estate business
located in South Bend, Indiana since the age of 16. This includes construction,
planning, state approvals, building renovation, sales and financing for
prospective buyers. Currently he is involved in renovation projects and several
development projects. Phil's knowledge of the real estate world has come mostly
from hands on experience.
Stephen
D. Replin: Stephen D. Replin has served as the president, chief executive
officer and director of Del Mar Income Partners, Ltd. since it's inception in
November 2003. He has served as the President, Chief Executive Officer and a
Director of Regatta Capital Limited since its inception in October 1988. Mr.
Replin has served as the President, Chief Executive Officer and a director of
Port Funding, the management company of Del Mar Income Partners, Ltd. since its
inception in March, 2003. Regatta Capital Limited is engaged in the business of
making mortgage loans. From April 1985 to October 1988, he served as President
of Cherry Hill Capital, an asset-based lending and private banking company. Mr.
Replin has been an asset-based lender to operating businesses, real estate
investors, and a wide variety of commercial concerns since 1977. He received a
B.S. degree in accounting from the University of Colorado and an MBA, with
distinction, from the New York University Graduate School of Business with a
double major of corporate finance and investments. He received a JD degree from
the University of Denver College of Law and an LL.M. degree in taxation from the
New York School of Law. Mr. Replin was previously engaged as a certified public
accountant. He has been listed in "Who's Who in American Law" and "Who's Who in
Corporate Finance." Mr. Replin served as Chairman of the Colorado Wyoming
affiliate of the American Heart Association as well as serving as a member of
the Board of Directors of the Desert Mountain affiliate of the American Heart
Association, and currently on the Board of Directors of the Denver Metro
Division of the American Heart Association.
6
Chester
M. Cedars: Mr. Cedars has been on the Board of Directors of Regatta Capital for
over ten years. He has also been the owner and senior partner in a large private
medical practice for 30 years. During that time he also served as President of
Clear Creek Valley Medical Society 1982-1983, President (1984-1995) and later
Board of Directors of Metrowest Medical Practice Association 1984-2006,
President of Superior Independent Physicians Association 1995, Board of
Directors of Primary Physician Partners 1998-2001 and Board of Directors of
Physician Health Partners (1997-2001). He is currently a Delegate to the
Colorado Medical Association and the Managing Partner in a new privately owned
medical practice. Dr. Cedars has a BA from the University of Texas (1965) and an
MD from UT Southwestern Medical School (1969).
Daniel J.
Deters: Mr. Deters is an Attorney with 15 years of practice in a variety of
office environments presently practicing in Denver,
Colorado. Recently returned to full-time solo law practice after
completing a six-year sabbatical exploring food and beverage operations as an
employee in key positions with a variety of operations. From 1995 - 1999, Mr.
Deters was an Assistant City Attorney in Denver, Colorado supervising a staff of
10 attorneys assigned to represent the Department of Human Services in child
protection cases with responsibility for appellate practice and courtroom
practice. Managed high-volume case load and coordinated legal and administrative
staff operations. Assigned to criminal courtroom for first year as
trial attorney, then re-assigned to Human Services. He received his J.D. from
the University of Denver in 1990 and a B.S. in Finance from the University of
Wisconsin – La Crosse in 1981
Dr. Glen
Zelkind: Dr. Zelkind has been engaged in the private practice of dentistry since
1974. He has also been engaged in various business activities, including the
ownership and operation of mobile home parks in Colorado Springs and Pueblo,
Colorado. In addition, he has owned, operated and managed other residential
rental properties. From 1990 to 1993, Dr. Zelkind served on the Board of
Trustees of the Alpha Omega International Dental Fraternity, and in 1993, he
served as its Chairman of the Board. He has also served as Treasurer and
President of both the Metropolitan Denver Society and the Colorado Dental
Association. Dr. Zelkind received a B.S. degree from Colorado State University
and a D.M.D. from the University of Louisville School of Dentistry.
The
Company does not have an audit, compensation or nominating
committee. The Company is not subject to any marketplace rules
regarding director independence. The forgoing notwithstanding,
Dr. Cedars, Mr. Deters and Dr. Zelkind are independent directors as defined by
NASDAQ marketplace rules. The Company held one meeting of the board
of directors during the fiscal year ended December 31, 2009 in person or by
telephone and all directors attended such meeting. The Company has
also not established a code of ethics. Communications from securities
holders to the board of directors may be sent to the offices of the Company and
will be forwarded unopened to a specified director or to all of the independent
directors.
Compliance
with Section 16(a) of Securities Exchange Act of 1934:
During
the fiscal year ended December 31, 2009, our Directors and Officers complied
with applicable Section 16(a) filing requirements. This statement is based
solely on a review of the copies of such reports that reflect all reportable
transactions furnished to us by our Directors and Officers and their written
representations that such reports accurately reflect all reportable
transactions. None of the officers and directors other than Mr. Replin have any
shares of the Company's common stock.
7
Item 11.
Executive Compensation
The
following table discloses all compensation received by the Company's President
(the Company's Chief Executive Officer) during the three years ending December
31, 2009. During this three-year period no executive officer received annual
salary and bonus payments from the Company in excess of $100,000.
Summary
Compensation Table
|
|
|||||||||
|
|
|||||||||
|
Annual
Compensation
|
Long
Term Compensation
|
||||||||
|
|
Awards
|
Payouts
|
|||||||
|
Name
and Principle Position
|
Year
|
Salary
($)
|
Other
Annual Compensation ($)
|
Securities
Underlying Options (#)
|
All
Other
Compensation
($)
|
||||
|
Philip
D. Miller, President
|
2009
|
0
|
0
|
0
|
0
|
||||
|
|
2008
|
0
|
0
|
0
|
0
|
||||
|
|
2007
|
0
|
0
|
0
|
0
|
||||
|
Stephen
D. Replin (former) President
|
2009
|
0
|
0
|
0
|
0 | ||||
|
|
2008
|
0
|
0
|
0
|
0
|
||||
|
|
2007
|
0
|
0
|
0
|
0
|
||||
Compensation
Discussion and Analysis
The board
of directors have not awarded executive compensation to its executive officers
for the past three fiscal years and has no intention of instituting executive
compensation under the Company’s current status as a shell company.
Item 12.
Security Ownership Of Certain Beneficial Owners And Management.
The
following table shows the ownership of the Company's common stock by the
Company's officers and directors and by those persons known by the Company to be
the beneficial owners of more than 5% of the Company's common stock as of March
29, 2010. Unless otherwise indicated all shares are owned of
record.
|
Name
and Address
|
Shares
|
Percentage
of Class
|
||||||
|
Stephen
D. Replin
222
Milwaukee St., Suite 304
Denver,
CO 80206
|
989,375 (1) | 74.4% | ||||||
|
Phillip
D. Miller
222
Milwaukee St., Suite 304
Denver,
CO 80206
|
0 | 0 | ||||||
|
Chester
M. Cedars
222
Milwaukee St., Suite 304
Denver,
CO 80206
|
0 | 0 | ||||||
|
Daniel
J. Deters
222
Milwaukee St., Suite 304
Denver,
CO 80206
|
0 | 0 | ||||||
|
Dr.
Glen Zelkind
222
Milwaukee St., Suite 304
Denver,
CO 80206
|
0 | 0 | ||||||
|
All
Officers and Directors as a Group (5 persons)
|
989,375 | 74.4% | ||||||
(1)
Includes shares owned directly by Mr. Replin, his wife and various business
entities controlled by Mr. Replin.
There are
no arrangements known to the Company which may result in a change in control of
the Company.
8
Item 13.
Certain Relationships And Related Transactions.
Since
September 1996 Regatta Capital, Ltd. has provided office space, furniture, and
office equipment to the Company and its predecessor. Regatta Capital is
controlled by Stephen Replin, an officer and director of the Company. As of
December 31, 2009 and December 31, 2008, the Company was indebted in the amount
of $51,775 and $43,310, respectively, to Regatta Capital Ltd.
Item 14.
Principal Accountant Fees And Services
Audit
Fees
The
aggregate fees billed by our auditors, for professional services rendered for
the audit of our annual financial statements, and for the reviews of the
financial statements included in our Quarterly Reports on Form 10-Q during the
fiscal years ended December 31, 2009 and 2008, were $7,500 and $7,500
respectively.
Audit-Related
Fees
Schumacher
and Associates, Inc., was not paid any additional fees for the fiscal years
ended December 31, 2009 and December 31, 2008 for assurance and related services
reasonably related to the performance of the audit or review of the Company's
financial statements.
Tax
Fees
Schumacher
and Associates, Inc., was not paid any fees for the fiscal years ended December
31, 2009 and December 31, 2008 for professional services rendered for tax
compliance, tax advice and tax planning.
Other
Fees
Schumacher
and Associates, Inc., was paid no other fees for professional services during
the fiscal years ended December 31, 2009 and December 31, 2008.
Part
IV
Item
15. Exhibits, Financial Statements and Schedules
(a) The
following documents are filed with this report
1. Financial
Statements See Item 8 above
2. Financial
Statement Schedules None
3. The
following Exhibits are filed herewith or incorporated by reference.
|
Exhibit
No.
|
Description
|
|
3.1
|
Articles
and Bylaws(1)
|
|
31.1
|
Sarbanes
Oxley Section 302 Certification*
|
|
31.2
|
Sarbanes
Oxley Section 302 Certification*
|
|
32
|
Sarbanes
Oxley Section 906 Certification*
|
(1) Incorporated
by reference, and as same exhibit number, from the Company's Registration
Statement on Form 10-SB (Commission File Number 0-27609).
* Filed
Herewith
9
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
REGATTA
CAPITAL PARTNERS, INC.
|
|
|
/s/
Philip D. Miller
|
|
|
Dated:
March 29, 2010
|
By:
Philip D. Miller, President and Chief Executive Officer
|
In
accordance with the Exchange Act, this Report has been signed below by the
following persons on behalf of the Company and in the capacities and on the
dates indicated.
|
/s/
Philip D. Miller
|
President
and Principal Executive Officer, Director
|
March
29, 2010
|
|||
|
Philip
D. Miller
|
|||||
|
/s/
Stephen D. Replin
|
Principal
Financial Officer and Principal Accounting Officer,
Director
|
March
29, 2010
|
|||
|
Stephen
D. Replin
|
|||||
|
/s/
Chester M. Cedars
|
Director
|
March
29, 2010
|
|||
|
Chester
M. Cedars
|
|||||
|
/s/
Daniel P. Deters
|
Director
|
March
29, 2010
|
|||
|
Daniel
P. Deters
|
|||||
|
/s/
Glen Zelkind
|
Director
|
March
29, 2010
|
|||
|
Glen
Zelkind
|
|||||
10