Attached files
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| EX-32 - EXHIBIT 32 - Regatta Capital Partners, Inc. | ex32.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 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
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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, 2010
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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 of Gold Resource Corporation 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 30, 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".
i
Explanatory Note: This amendment revises Item 7 Financial Statements to reflect that the company is not in development stage; Item 8 Management Discussion and Analysis of Financial Condition and Results of Operations to correct the heading; and Item 9A Management's Annual Report on Internal Control over Financial Reporting to disclose that disclosure controls are not effective and identify the deficiencies.
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, the Company shareholders 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 December 31, 2010, 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.
1
Item 1B Unresolved Staff Comments
None. As a smaller business issuer, the Company is not required to include this Item.
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 December 31, 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 and Results of Operations
Plan of Operation
The Company intends to maintain its corporate existence and continue filing its required reports pursuant to the Securities Exchange Act of 1934 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, 2010, the Company had $2,356 in cash and $69,480 in total liabilities. It has an accumulated deficit of $201,847.
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.
During the years ended December 31, 2010 and 2009, Regatta Capital Ltd., a company owned by the president of the Company, paid for certain expenses on behalf of the Company totaling $10,408 and $8,465, respectively, resulting in a balance payable of $63,783 at December 31, 2010 and $51,775 at December 31, 2009. Also during the year ended December 31, 2006, an officer advanced $662 to the Company. At December 31, 2010, the Company is indebted in the amount of $64,445 and $ 52,437 at December 31, 2009 to related parties.
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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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, 2010 and 2009, and the related statements of operations, shareholders' (deficit), and cash flows for the two years ended December 31, 2010 and 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. .
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, 2010 and 2009, and the results of its operations and cash flows for the two years ended December 31, 2010 and 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 21, 2011
F-1
REGATTA CAPITAL PARTNERS, INC.
BALANCE SHEETS
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December 31
2010
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December 31,
2009
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ASSETS
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Current assets
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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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Current Liabilities
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Accrued expenses
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$ | 5,035 | $ | 6,635 | ||||
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Accounts payable, related parties
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64,445 | 52,437 | ||||||
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Total liabilities (all current)
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69,480 | 59,072 | ||||||
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Commitments and contingencies (Notes 2, 3 and 4)
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Shareholders’ (deficit):
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Common stock, $.001 par value; authorize 100,000,000
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Shares; 1,330,591 shares issued and outstanding
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1,331 | 1,331 | ||||||
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Additional paid-in capital
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133,392 | 133,392 | ||||||
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Accumulated deficit
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(201,847 | ) | (191,439 | ) | ||||
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Total shareholders’ (deficit)
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(67,124 | ) | (56,716 | ) | ||||
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Total liabilities and shareholders’ (deficit)
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$ | 2,356 | $ | 2,356 | ||||
The accompanying notes are an integral part of these financial statements
F-2
REGATTA CAPITAL PARTNERS, INC.
STATEMENT OF OPERATIONS
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For the year ended December 31, 2010
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For the year ended December 31, 2009
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Operating Expenses:
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Stock option expense (Note 6)
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-- | -- | ||||||
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General and administrative expenses
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10,408 | 9,850 | ||||||
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Total Operating Expenses
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10,408 | 9,850 | ||||||
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Other Income and (Expense):
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Interest income
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-- | -- | ||||||
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Miscellaneous income
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-- | -- | ||||||
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Impairment loss (Note 1)
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-- | -- | ||||||
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Total Other Income and (Expense)
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-- | -- | ||||||
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Net (loss) before income tax provision
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(10,408 | ) | (9,850 | ) | ||||
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Income tax provision
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-- | -- | ||||||
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Net (loss)
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$ | (10,408 | ) | $ | (9,850 | ) | ||
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Basic and diluted net (loss) per share
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$ | (0.01 | ) | $ | (0.01 | ) | ||
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Weighted average shares of common stock outstanding
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1,330,591 | 1,330,591 | ||||||
The accompanying notes are an integral part of these financial statements
F-3
REGATTA CAPITAL PARTNERS, INC.
STATEMENT OF CHANGES IN SHAREHOLDERS’ (DEFICIT)
FOR THE TWO YEAR PERIOD ENDING DECEMBER 31, 2010
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Common Stock
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Shares
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Amount
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Additional paid in capital
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Deficit Accumulated
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Total
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Balances at December 31, 2008
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1,330,591 | 1,331 | 133,392 | (181,589 | ) | (46,866 | ) | |||||||||||||
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Net loss
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-- | -- | -- | (9,850 | ) | (9,850 | ) | |||||||||||||
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Balances at December 31, 2009
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1,330,591 | 1,331 | 133,392 | (191,439 | ) | (56,716 | ) | |||||||||||||
| Net loss | -- | -- | -- | (10,408 | ) | (10,408 | ) | |||||||||||||
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Balance at December 31, 2010
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1,330,591 | 1,331 | 133,392 | (201,847 | ) | (67,124 | ) | |||||||||||||
The accompanying notes are an integral part of these financial statements
F-4
REGATTA CAPITAL PARTNERS, INC.
STATEMENT OF CASH FLOWS
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For the year ended December 31, 2010
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For the year ended December 31, 2009
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Cash flows from operating activities:
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Net income (loss)
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$ | (10,408 | ) | $ | (9,850 | ) | ||
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Adjustments to reconcile net (loss) to
Cash used in operating activities
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Stock based compensation
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-- | -- | ||||||
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Stock options expense
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-- | -- | ||||||
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Impairment loss
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-- | -- | ||||||
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Increase (decrease) in accounts payable
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(1,600 | ) | 1,386 | |||||
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Cash (used in) operating activities
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(12,008 | ) | (8,464 | ) | ||||
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Cash flows from financing activities
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Contributed capital
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-- | -- | ||||||
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Advances from related parties
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12,008 | 8,465 | ||||||
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Repayments to related parties
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-- | -- | ||||||
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Sale of common stock
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-- | -- | ||||||
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Cash provided by financing activities
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12,008 | 8,465 | ||||||
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Increase (decrease) in cash and cash equivalents
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-- | -- | ||||||
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Cash at beginning of period
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2,356 | 2,356 | ||||||
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Cash at end of period
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$ | 2,356 | $ | 2,356 | ||||
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Interest paid
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$ | -- | $ | -- | ||||
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Income tax paid
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$ | -- | $ | -- | ||||
The accompanying notes are an integral part of these financial statements
F-5
REGATTA CAPITAL PARTNERS, INC.
Notes to Financial Statements
December 31, 2010 and 2009
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.
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, 2010 and 2009
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.if the additional common shares were dilutive.
At December 31, 2010 and 2009, 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, 2010 and 2009
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, 2010 and 2009, 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 2010 and 2009, 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, 2010 and 2009
Note 3: Related Party Transactions
During the years ended December 31, 2010 and 2009, Regatta Capital Ltd., a company owned by the president of the Company, paid for certain expenses on behalf of the Company totaling $10,408 and $8,465, respectively, resulting in a balance payable of $63,783 at December 31, 2010 and $51,775 at December 31, 2009. Also during the year ended December 31, 2006, an officer advanced $662 to the Company. At December 31, 2010, the Company is indebted in the amount of $64,445 and $ 52,437 at December 31, 2009 to related parties.
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, 2010 and 2009
The Company’s deferred tax assets, valuation allowance, and change in valuation allowance are as follows:
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Period Ending
December 31
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Estimated NOL
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NOL
Expires
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Estimated Tax Benefit from NOL
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Valuation
Allowance
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Change in Valuation Allowance
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Net Tax Benefit
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2008
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181,589
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2028
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33,594
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(33,594)
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(1,946)
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--
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2009
|
9,850
|
2029
|
1,822
|
(1,822)
|
(1,822)
|
--
|
|
2010
|
10,408
|
2030
|
1,925
|
(1,925)
|
(1,925)
|
--
|
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.
Note 6: Subsequent Events
The Company has evaluated all subsequent events from December 2010 through the date of issuance of the financial statements and found no items requiring disclosure.
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 provide reasonable assurance that information required to be disclosed in the Company's Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer / 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).
As of December 31, 2010, 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 not 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, 2010, 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, 2010 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.
Accordingly, while the Company has identified certain material weaknesses in its system of internal control over financial reporting, it believes that it has taken reasonable steps to ascertain that the financial information contained in this report is in accordance with generally accepted accounting principles. Management has determined that current resources would be appropriately applied elsewhere and when resources permit, they will alleviate material weaknesses through various steps. The foregoing notwithstanding, management still concludes that its internal controls over financial reporting are not effective.
5
There have been no material changes in the Company's internal controls or in other factors during the fourth quarter of the fiscal year ended December 31, 2010 that has materially affected, or is reasonably likely to materially affect our internal controls over financial reporting.
Item 9A(T). Controls and Procedures.
This annual report does not include an attestation report by 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
|
32
|
President
|
|
Stephen D. Replin
|
63
|
CFO/Director
|
|
Chester A. Cedars
|
66
|
Director
|
|
Daniel J. Deters
|
54
|
Director
|
|
Dr. Glen Zelkind
|
64
|
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, 2010 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, 2010, 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, 2010. 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
|
2010
|
0
|
0
|
0
|
0
|
||||
|
|
2009
|
0
|
0
|
0
|
0
|
||||
|
|
2008
|
0
|
0
|
0
|
0
|
||||
|
Stephen D. Replin (former) President
|
2010
|
0
|
0
|
0
|
0 | ||||
|
|
2009
|
0
|
0
|
0
|
0
|
||||
|
|
2008
|
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 12, 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, 2010 and December 31, 2009, the Company was indebted in the amount of $63,783 and $51,775, 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, 2010 and 2009, were $8,100 and $7,500 respectively.
Audit-Related Fees
Schumacher and Associates, Inc., was not paid any additional fees for the fiscal years ended December 31, 2010 and December 31, 2009 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, 2010 and December 31, 2009 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, 2010 and December 31, 2009.
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: September 13, 2011
|
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
|
September 13, 2011
|
|||
|
Philip D. Miller
|
|||||
|
/s/ Stephen D. Replin
|
Principal Financial Officer and Principal Accounting Officer, Director
|
September 13, 2011
|
|||
|
Stephen D. Replin
|
|||||
|
/s/ Chester M. Cedars
|
Director
|
September 13, 2011
|
|||
|
Chester M. Cedars
|
|||||
|
/s/ Daniel P. Deters
|
Director
|
September 13, 2011
|
|||
|
Daniel P. Deters
|
|||||
|
/s/ Glen Zelkind
|
Director
|
September 13, 2011
|
|||
|
Glen Zelkind
|
|||||
9