Index to Pro Forma Financial Statements
REGATTA CAPITAL PARTNERS, INC. (REGATTA)
MONET ENTERTAINMENT GROUP, LTD. (MONET)
Pro Forma Combined Financial Statements (Unaudited)
Pro Forma Financial Statements:
Balance Sheets F-2
Statements of Operations F-3
Notes to Pro Forma Financial Statements F-4
F-1
REGATTA CAPITAL PARTNERS, INC. (REGATTA)
MONET ENTERTAINMENT GROUP, LTD. (MONET)
PROFORMA BALANCE SHEET
(Unaudited)
REGATTA MONET
March 31, March 31, Adjustments
2006 2006 DR CR Combined
--------- --------- ---------- ----------- --------
ASSETS
CURRENT ASSETS
Cash $ 3 $ 2,302 $ 2,305
--------- --------- ---------- ----------- --------
Total current assets 3 2,302 -- -- 2,305
--------- --------- ---------- ----------- --------
Total assets $ 3 $ 2,302 $ -- $ -- $ 2,305
========== ========= ========== =========== ========
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES
Accrued expenses $ -- $ 2,215 $ 2,215
Due to Regatta Capital, Inc. -- 2,440 2,440
Accounts Payable, related party 312 312
--------- --------- ---------- ----------- --------
Total current liabilities 312 4,655 -- -- 4,967
--------- --------- ---------- ----------- --------
Total liabilities 312 4,655 -- -- 4,967
--------- --------- ---------- ----------- --------
STOCKHOLDERS' (DEFICIT)
Common stock
shares authorized;
issued and outstanding -- 28,534 (1) 28,534 (1) 1,331 1,331
Additional paid in capital 2 106,186 (1) 106,186 (1) 133,389 133,391
Deficit accumulated during the development stage (311) (137,073) (137,384)
--------- --------- ---------- ----------- --------
Total stockholders' (deficit) (309) (2,353) 134,720 134,720 (2,662)
--------- --------- ---------- ----------- --------
Total liabilities and stockholders' (deficit) $ 3 $ 2,302 $ 134,720 $ 134,720 $ 2,305
========== ========= ========== =========== ========
The accompanying notes are an integral part of the financial statements.
F-2
REGATTA CAPITAL PARTNERS, INC. (REGATTA)
MONET ENTERTAINMENT GROUP, LTD. (MONET)
PROFORMA STATEMENTS OF OPERATIONS
Three Months Ended March 31, 2006
(Unaudited)
REGATTA MONET
March 31, March 31, Adjustments
2006 2006 DR CR Combined
--------- --------- ---------- ----------- --------
Operating expenses
Professional fees $ -- $ 4,695 $ 4,695
Organization costs 309 -- 309
Bank charges 2 -- 2
--------- --------- ---------- ----------- --------
Total operating expenses 311 4,695 -- -- 5,006
--------- --------- ---------- ----------- --------
Net Operating Loss (311) (4,695) -- -- (5,006)
Other Income and Expenses:
Interest income -- 10
--------- --------- ---------- ----------- --------
-- 10 -- -- --
NET LOSS $ (311) $ (4,685) $ -- $ -- $ (5,006)
========== ========= ========== =========== ========
Loss per share Nil
=========
Shares outstanding after business
combination 1,331,020
=========
The accompanying notes are an integral part of the financial statements.
F-3
REGATTA CAPITAL PARTNERS, INC. (REGATTA)
MONET ENTERTAINMENT GROUP, LTD (MONET)
NOTES TO PRO FORMA FINANCIAL STATEMENTS
(Unaudited)
(1) General
REGATTA and MONET have proposed an agreement that MONET would merge its assets
into REGATTA. The shareholders of MONET would receive approximately 1,331,000
shares of REGATTA in exchange for their shares in MONET. Subsequent to the
proposed merger, the bondholders of Regatta Capital, Ltd. will be offered the
opportunity to exchange their bonds of Regatta Capital, Ltd. for shares in
REGATTA on the basis of approximately 1.44 shares in REGATTA for each $1 of bond
principal and interest that they hold. If all bondholders convert their bonds to
shares, of which there can be no assurance, there will be a total of
approximately 10,000,000 shares outstanding in REGATTA. Of this amount, the
bondholders will own approximately 8,700,000 shares, or approximately 87% of the
issued and outstanding shares, and the existing MONET shareholders will own
approximately 13% of REGATTA. It is estimated that Regatta Capital, Ltd., upon
liquidation of its existing notes, real estate owned, and miscellaneous other
assets, will be able to make payments on the bonds in the approximate amount of
$3,880,000, or approximately 65 cents on the dollar. The business combination
has not yet been completed and there can be no assurance that the bondholders
will exchange their bonds for shares of stock of REGATTA. The unaudited pro
forma condensed financial statements reflect the merger, but do not reflect the
effect of the exchange of bonds for stock. Should the bondholders in fact
exchange their bonds for stock, the pro forma affect would be to increase the
current and non current assets and stockholders' equity of REGATTA by an amount
estimated to be approximately $3,880,000, which would also thereby increase the
outstanding common stock from approximately 1,331,000 shares to approximately
10,000,000 shares.
(2) Pro Forma Information
The pro forma financial statements give effect to the acquisition of MONET by
REGATTA as if the acquisition had taken place at the beginning of the respective
periods. The pro forma information is presented for illustrative purposes only
and is not necessarily indicative of the operating results that would have
occurred if the transaction had been consummated at the beginning of the
respective periods, or the financial position if the transaction had been
consummated on March 31, 2006, nor is it necessarily indicative of future
operating results or financial position.
F-4
The unaudited pro forma condensed financial statements do not reflect synergies
expected from the combination of the two entities. The unaudited pro forma
condensed financial statements and the accompanying notes thereto should be read
in conjunction with and are qualified by the historical financial statements and
notes thereto of MONET and REGATTA included herewith.
We cannot assure you that REGATTA will not incur charges in excess of those
included in the pro forma total consideration related to the transactions, or
that management will be successful in its efforts to integrate the operations of
the companies.
(3) Pro Forma Adjustments
The pro forma adjustments are based upon information and assumptions available
at the time of the filing of this Schedule 14C and result in a preliminary
adjustment of the equity accounts. The unaudited pro forma condensed financial
statements and the accompanying notes thereto should be read in conjunction with
and are qualified by the historical financial statements and notes thereto of
REGATTA and MONET. We cannot assure you that REGATTA will not incur charges in
excess of those included in the pro forma total consideration related to the
transactions, or that management will be successful in its efforts to integrate
the operations of the companies.
(1) This entry gives effect to the elimination of intercompany equity accounts
and the issuance of approximately 1,331,000 shares of common stock.
F-5