Attached files
file | filename |
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EX-32.2 - EXHIBIT 32.2 - Regatta Capital Partners, Inc. | ex32x2.htm |
EX-32.1 - EXHIBIT 32.1 - Regatta Capital Partners, Inc. | ex32x1.htm |
EX-31.1 - EXHIBIT 31.1 - Regatta Capital Partners, Inc. | ex31x1.htm |
EX-31.2 - EXHIBIT 31.2 - Regatta Capital Partners, Inc. | ex31x2.htm |
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
x QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
quarterly period ended: March
31, 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 (403)
290-0264
(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 o 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
State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date: As of May 12, 2010, there were
1,330,591 outstanding shares of the Registrant's Common Stock, no par
value.
ITEM
1. FINANCIAL STATEMENTS
Page
|
|
Balance Sheets at March 31, 2010 (unaudited) and December 31, 2009 | 2 |
Statements of Operations for the three months ended March 31, 2010 and 2009 (unaudited) | 3 |
Statements of Cash Flows for the three months ended March 31, 2010 and 2009 (unaudited) | 4 |
Notes to Condensed Financial Statements | 5 |
1
REGATTA
CAPITAL PARTNERS, INC.
(A
Development Stage Company)
BALANCE
SHEETS
|
||||||||
|
||||||||
March
31,
|
December
31,
|
|||||||
2010
|
2009
|
|||||||
(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
|
$ | 7,275 | $ | 6,635 | ||||
Accounts
payable, related parties
|
53,882 | 52,437 | ||||||
Total
liabilities (all current)
|
61,157 | 59,072 | ||||||
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 during development stage
|
(193,524 | ) | (191,439 | ) | ||||
Total
shareholders' (deficit)
|
(58,801 | ) | (56,716 | ) | ||||
Total
liabilities and shareholders' (deficit)
|
$ | 2,356 | $ | 2,356 |
See notes to
financial statements
2
REGATTA
CAPITAL PARTNERS, INC.
(A
Development Stage Company)
STATEMENTS
OF OPERATIONS
(Unaudited)
Sept.
20, 1996
|
||||||||||||
For
the three
|
For
the three
|
(Inception)
|
||||||||||
months
ended
|
months
ended
|
through
|
||||||||||
March
31,
|
March
31,
|
March
31,
|
||||||||||
2010
|
2009
|
2010
|
||||||||||
Operating
Expenses:
|
||||||||||||
Stock
option
|
81,063 | |||||||||||
General
and administrative expenses
|
2,085 | 2,330 | 114,673 | |||||||||
Total
Operating Expenses
|
2,085 | 2,330 | 195,736 | |||||||||
Other
Income and (Expense):
|
||||||||||||
Impairment
loss (Note 1)
|
- | - | (5,115 | ) | ||||||||
Miscellaneous
income
|
- | - | 8,225 | |||||||||
Interest
income
|
- | - | 309 | |||||||||
Total
Other Income and (Expense)
|
- | - | 3,419 | |||||||||
Net
(loss) before income tax provision
|
$ | (2,085 | ) | $ | (2,330 | ) | $ | (192,317 | ) | |||
Income
tax provision
|
- | - | (1,207 | ) | ||||||||
Net (loss) | $ | (2,085 | ) | $ | (2,330 | ) | $ | (193,524 | ) | |||
Basic
and diluted net (loss) per share
|
$Nil | $Nil | $ | (0.17 | ) | |||||||
Weighted
average shares of common
|
||||||||||||
common
stock outstanding
|
1,330,591 | 1,330,591 | 1,171,504 |
See notes to
financial statements
3
REGATTA
CAPITAL PARTNERS, INC.
(A
Development Stage Company)
STATEMENTS OF
CASH FLOWS
(Unadited)
Sept.
20, 1996
|
||||||||||||
|
For
the three
|
For
the three
|
(Inception)
|
|||||||||
months
ended
|
months
ended
|
through
|
||||||||||
March
31,
|
March
31,
|
March
31,
|
||||||||||
2010
|
2009
|
2010
|
||||||||||
Cash
flows from operating activities:
|
||||||||||||
Net
income (loss)
|
$ | (2,085 | ) | $ | (2,330 | ) | $ | (193,524 | ) | |||
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
in accounts payable
|
640 | 1,125 | 7,275 | |||||||||
Cash
(used in) operating activities
|
(1,445 | ) | (1,205 | ) | (97,067 | ) | ||||||
Cash
flows from financing activities:
|
||||||||||||
Contributed
capital
|
- | - | 25,123 | |||||||||
Advances
from related parties
|
1,445 | 1,205 | 76,136 | |||||||||
Repayments
to related parties
|
- | - | (3,636 | ) | ||||||||
Sale
of common stock
|
- | - | 1,800 | |||||||||
Cash
provided by financing activities
|
1,445 | 1,205 | 99,423 | |||||||||
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
taxes 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 |
See notes to
financial statements
4
REGATTA
CAPITAL PARTNERS, INC.
Notes
to Condensed Financial Statements
March
31, 2010
(Unaudited)
(1)
Summary of Significant Accounting Policies:
Basis
of presentation
The
balance sheet as of March 31, 2010, the statements of operations and the
statements
of cash flows for the three month periods ended March 31, 2010 and 2009,
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 March 31, 2010, 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, 2009, 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 tatements 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.
5
REGATTA
CAPITAL PARTNERS, INC.
Notes
to Condensed Financial Statements
March
31, 2010
(Unaudited)
Note
2: Related Party Transactions
During
the three months ended March 31, 2010, Regatta Capital Ltd., a company
owned by
the president of the Company, paid for certain expenses on behalf of
the
Company totaling $1,445. At March 31, 2010, the Company is indebted in the
amount of
$53,882 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.
Note
4: Merger
The
Company merged with Monet Entertainment Group, Inc. (Monet), a Maryland
corporation,
on August 1, 2006, with Regatta Capital Partners, Inc. (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.
6
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
March 31, 2010 the Company had $2,356 in cash and $61,157 in total liabilities.
It has an accumulated deficit of $193,524.
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 over financial reporting or in other factors
that have materially
affected or are reasonably likely to materially affect the internal controls
over financial reporting subsequent to the date the Company completed its
evaluation.
7
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.
(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
|
8
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 12th day of May 2010.
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 | |||
9