Regatta Capital Partners, Inc. - FORM 10-Q

Attached files

file	filename
EX-32.2 - EXHIBIT 32.2 - Regatta Capital Partners, Inc.	ex32x2.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
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

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 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 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

The number of shares of the registrant's Common Stock, $.001 par value, outstanding as of November 8, 2010 was 1,330,591 shares.

ITEM 1. FINANCIAL STATEMENTS

	Page
Balance Sheets at September 30, 2010 (unaudited) and December 31, 2009	2

Statements of Operations for the three months ended September 30, 2010 and 2009 (unaudited)	3

Statements of Operations for the nine months ended September 30, 2010 and 2009 (unaudited)	4

Statements of Cash Flows for the nine months ended September 30, 2010 and 2009 (unaudited)	5

Notes to Condensed Financial Statements	6

REGATTA CAPITAL PARTNERS, INC.

(A Development Stage Company)

BALANCE SHEETS



	Sept 30, 2010 (Unaudited)			December 31, 2009 (See Note 1)
ASSETS
Current assets:
Cash and cash equivalents	$	2,356		$	2,356



Total assets	$	2,356		$	2,356

LIABILITIES AND SHAREHOLDERS' (DEFICIT)

Current Liabilities

Accrued expenses	$	1,825		$	6,635
Accounts payable, related parties		62,527			52,437

Total liabilities (all current)		64,352			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		(196,719	)		(191,439	)

Total shareholders' (deficit)		(61,996	)		(56,716	)

Total liabilities and shareholders' (deficit)	$	2,356		$	2,356

The accompanying notes are an integral part of these financial statements.

REGATTA CAPITAL PARTNERS, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)



	For the three months ended Sept 30, 2010			For the three months ended Sept 30, 2009

Operating Expenses:
Stock option	-			-
General and administrative expenses		2,029			1,225

Total Operating Expenses		2,029			1,225

Other Income and (Expense):
Impairment loss (Note 1)		-			-
Miscellaneous income		-			-
Interest income		-			-

Total Other Income and (Expense)		-			-

Net (loss) before income tax provision	$	(2,029	)	$	(1,225	)

Income tax provision		-			-

Net (loss)	$	(2,029	)	$	(1,225	)


Basic and diluted net (loss) per share	$Nil			$Nil

Weighted average shares of common
common stock outstanding		1,330,591			1,330,591

The accompanying notes are an integral part of these financial statements.

REGATTA CAPITAL PARTNERS, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)



	For the nine months ended Sept 30, 2010			For the nine months ended Sept 30, 2009			Sept. 20, 1996 (Inception) through Sept 30, 2010

Operating Expenses:
Stock option	-			-				81,063
General and administrative expenses		5,280			4,600			117,867

Total Operating Expenses		5,280			4,600			198,931

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	$	(5,280	)	$	(4,600	)	$	(195,512	)

Income tax provision		-			-			(1,207	)

Net (loss)	$	(5,280	)	$	(4,600	)	$	(196,719	)


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			1,177,198

The accompanying notes are an integral part of these financial statements.

REGATTA CAPITAL PARTNERS, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Unadited)


							Sept. 20, 1996
	For the nine			For the nine			(Inception)
	months ended			months ended			through
	Sept 30,			Sept 30,			Sept 30,
	2010			2009			2010


Cash flows from operating activities:
Net income (loss)	$	(5,280	)	$	(4,600	)	$	(196,719	)
Adjustments to reconcile net (loss) to
cash used in operating activities:
Stock based compensation		-			-			3,004
Stock options expense		-			-			81,063
Impairment loss		-			-			5,115
Increase (decrease) in accounts payable and
accrued expenses		(4,810	)		(3,865	)		1,825

Cash (used in) operating activities		(10,090	)		(8,465	)		(105,712	)

Cash flows from financing activities:
Contributed capital		-			-			25,123
Advances from related parties		10,090			8,465			84,781
Repayments to related parties		-			-			(3,636	)
Sale of common stock		-			-			1,800

Cash provided by financing activities		10,090			8,465			108,068

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

The accompanying notes are an integral part of these financial statements

Notes to Condensed Financial Statements

September 30, 2010

(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 September 30, 2010, results of operations for the three and nine months ended September 30, 2010 and 2009, and cash flows for the nine months ended September 30, 2010 and 2009, 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.

Development Stage Company

Based upon the Company's business plan, it is a development stage enterprise since planned principal operations have not yet commenced. Accordingly, the Company presents its financial statements in conformity with the accounting principles generally accepted in the United States of America that apply in establishing operating enterprises. As a development stage enterprise, the Company discloses the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date.

Basis of Presentation - Going Concern

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplates continuation of the Company as a going concern. However, the Company has sustained losses from operations, has net capital and working capital deficits and no business operations. These matters raise substantial doubt about the Company's ability to continue as going concern. In view of these matters, realization of certain of the assets in the accompanying balance sheet is dependent upon the Company's ability to meet its financing requirements, raise additional capital, and the success of its future operations. Management's plans are to acquire additional operating capital through private equity offerings to fund its business plan. There is no assurance that the equity offerings will be successful in raising sufficient funds to commence operations or to assure the eventual profitability of the Company. Management believes that actions planned and presently being taken to revise the Company's operating and financial requirements provide the opportunity for the Company to continue as a going concern. The financial statements do not include any adjustments that might result from these uncertainties.

Cash and Cash Equivalents

The Company considers all highly liquid securities with original maturities of three months or less when acquired to be cash equivalents.

REGATTA CAPITAL PARTNERS, INC.

Notes to Condensed Financial Statements

September 30, 2010

(Unaudited)

Note 2: Related Party Transactions

During the nine months ended September 30, 2010, Regatta Capital Ltd., a company owned by the president of the Company, paid for certain expenses on behalf of the Company totaling $10,090. At September 30, 2010, the Company is indebted in the amount of $62,527 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 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.

Item 2. Management's Discussion and Analysis of Financial Condition/Plan of Operations

Plan of Operation

The Company intends to maintain its corporate existence and continue filing its required reports pursuant to the Securities Exchange Act and seek out other business opportunities for the Company, including but not limited to reorganization with a privately held business seeking to utilize the Company's status as registered under the Exchange Act. As of September 30, 2010 the Company had $2,356 in cash and $64,352 in total liabilities. It has an accumulated deficit of $196,719.

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 ensure that information required to be disclosed in the Company's Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of "disclosure controls and procedures" in Rule 13a-15(e). In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of the end of the period reported upon, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and the Company's Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on the foregoing, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective. There have been no changes in the Company's internal controls or in other factors that have materially affected or are reasonably likely to materially affect the internal controls subsequent to the date the Company completed its evaluation.

(b) Changes in Internal Controls. There were no changes in our internal control over financial reporting during the quarter ended September 30, 2010 that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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

(B) Reports on Form 8-K

The Company filed no reports on Form 8-K during the quarter ended September 30, 2010.

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 8th day of November 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

Regatta Capital Partners, Inc. - FORM 10-Q - November 10, 2010

Attached files

Regatta Capital Partners, Inc. Reports