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)
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | 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)
| | | | | | | | | | |
| | | | | | | | | 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)
| | | | | | | | | | |
| | | | | | | | | 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
