SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 2006
Commission File Number 0-27609
REGATTA CAPITAL PARTNERS, INC.
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(Exact name of registrant as specified in its charter)
Maryland 20-4550082
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(State or other jurisdiction of IRS Employer
incorporation or organization) Identification No.)
1331 17th Street, Suite 1060, Denver, CO 80202
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(Address of principal executive offices) (Zip Code)
(303) 292-9122
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(Registrant's telephone number, including area code)
MONET ENTERTAINMENT GROUP, LTD.
222 Milwaukee Street, Suite 304, Denver, CO 80206
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(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) or 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. [X] Yes [ ] No
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). [X] Yes [ ] No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check whether the issuer has 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 [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
As of November 10, 2006 the Company had 1,330,591 shares of Common Stock issued
and outstanding.
ITEM 1. FINANCIAL STATEMENTS
Page
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Balance Sheet at September 30, 2006 (unaudited) and
December 31, 2005 .................................. F-2
Statements of Operations for the three and nine months ended
September 30, 2006 and 2005 (unaudited).............................. F-3
Statements of Cash Flows for the nine months ended
September 30, 2006 and 2005 (unaudited).............................. F-5
Notes to Condensed Financial Statements .................................. F-6
F-1
Regatta Capital Partners, Inc.
(A Development Stage Company)
Balance Sheet
September 30, 2006
(Unaudited)
Assets
Sept 30, December 31,
2006 2005
(unaudited) (See Note 1)
---------- -----------
Current assets:
Cash and cash equivalents $ 2,347 $ 3,001
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Total assets $ 2,347 $ 3,001
=========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable $ 2,680 $ 320
Accounts payable, related parties 14,985 --
----------- -----------
Total liabilities 17,665 320
Shareholders' equity (deficit):
Common stock, no par value, authorized 25,000,000
Shares; 1,330,571 shares at 12/31/05 and 1,330,591
Shares at 9/30/06 issued and outstanding 1,331 1,331
Additional paid-in capital 133,392 133,389
Accumulated deficit during development stage (150,041) (132,039)
----------- ----------
Total shareholders' equity (deficit) (15,318) 2,681
----------- ----------
Total liabilities and shareholders'
Equity (deficit) $ 2,347 $ 3,001
========== =========
See accompanying notes to financial statements
F-2
Regatta Capital Partners, Inc.
(A Development Stage Company)
Statements of Operations
(Unaudited)
Three months ended
Sept 30,
---------------------------
2006 2005
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Costs and expenses:
General and administrative expenses $ 3,128 $ 1,455
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Total expenses (3,128) (1,455)
Other income:
Interest income 7 16
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Total Other income and (Expenses) 7 16
Income tax provision -- --
----------- -----------
Net loss $ (3,121) $ (1,439)
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Basic and diluted (loss) income per share $ (0.00) $ (0.00)
=========== ===========
Weighted average common shares outstanding 1,330,584 1,330,571
=========== ===========
See accompanying notes to financial statements
F-3
Regatta Capital Partners, Inc.
(A Development Stage Company)
Statements of Operations
(Unaudited)
Sept 20, 1996
(Inception)
Nine months ended through
Sept 30, Sept 30,
-------------------------- ---------------
2006 2005 2006
----------- ----------- ------------
Costs and expenses:
Stock option expense $ -- $ -- $ 81,063
General and administrative expenses 18,026 13,616 71,163
----------- ----------- -----------
Total expenses 18,026 13,616 152,226
Other income and (Expense):
Interest income 24 48 282
Miscellaneous income -- -- 8,225
Impairment loss -- -- (5,115)
----------- ----------- -----------
Total Other Income and (Expense) 24 48 3,392
----------- ----------- -----------
Net (loss) before income tax provision (18,002) (13,568) (148,834)
Income tax provision -- -- (1,207)
----------- ----------- -----------
Net (loss) $ (18,002) $ (13,568) $ (150,041)
=========== =========== ===========
Basic and diluted (loss) income per share $ (0.01) $ (0.01) $ (0.11)
=========== =========== ===========
Weighted average common shares outstanding 1,330,575 1,330,571 1,330,571
=========== =========== ===========
See accompanying notes to financial statements
F-4
Regatta Capital Partners, Inc.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
Sept 20, 1996
(Inception)
Nine months ended through
Sept 30, Sept 30,
---------------------- ---------
2006 2005 2006
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Cash flows from operating activities:
Net income (loss) $ (18,002) $ (13,568) $(150,041)
Adjustments to reconcile net (loss) to
Cash used in operating activities:
Stock based compensation -- -- 3,004
Stock options expense -- -- 81,065
Impairment loss -- -- 5,115
Increase in accounts payable 2,360 -- 2,680
--------- --------- ---------
Cash (used in) operating activities (15,642) (13,568) (58,177)
Cash flows from financing activities:
Contributed capital -- -- 25,123
Advances from related party 14,988 11,116 37,237
Repayments to related parties -- -- (3,636)
Sale of common stock -- -- 1,800
--------- --------- ---------
Cash provided by financing activities 14,988 11,116 60,524
--------- --------- ---------
Increase (decrease) in cash (654) (2,452) 2,347
Cash, beginning of period 3,001 7,112 --
--------- --------- ---------
Cash, end of period $ 2,347 $ 4,660 $ 2,347
========= ========= =========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Income taxes $ -- $ -- $ --
========= ========= =========
Interest paid $ -- $ -- $ --
========= ========= =========
Non-Cash Transactions
Acquisition of interest in motion picture $ -- $ -- $ 5,000
Invest in common shares of Energy Acquisition $ -- $ -- $ 115
Shares issued in exchange for related party debt $ -- $ -- $ 18,615
See accompanying notes to financial statements
F-5
Regatta Capital Partners, Inc.
Notes to Financial Statements
(Unaudited)
(1) Summary of Significant Accounting Policies:
Basis of presentation
The balance sheet as of September 30, 2006, the statements of operations and the
statements of cash flows for the three month and nine month periods ended
September 30, 2006 and 2005, 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 September 30, 2006, 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, 2005, included in the Company's Form 10-KSB, filed with the
Securities and Exchange Commission.
As a result of a routine regulatory review of its financial statements by the
Securities and Exchange Commission, management has determined that the Company
is in the development stage. The accompanying financial statements were prepared
in accordance with Statement No. 7.
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 a 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 is seeking business opportunities. There is no assurance
that management's plans with respect to raising capital will be successful to
commence operations or to assure the eventual profitability of the Company.
Management believes that actions planned and presently being taken provide the
opportunity for the Company to continue as a going concern.
F-6
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.
Note 2: Related Party Transactions
During the nine months ended September 30, 2006, Regatta Capital Ltd., a company
principally owned by the president of the Company, paid for certain expenses on
behalf of the Company totaling $14,323. Also during the nine months ended
September 30, 2006, the president advanced $662 to the Company. At September 30,
2006, the Company is indebted in the amount of $14,985 to related parties.
Note 3: Income taxes
The Company records deferred taxes in accordance with Statement of Financial
Accounting Standards (SFAS) 109, "Accounting for Income Taxes." The statement
requires recognition of deferred tax assets and liabilities for temporary
differences between the tax bases of assets and liabilities and the amounts at
which they are carried in the financial statements, the effect of net operating
losses, based upon the enacted tax rates in effect for the year in which the
differences are expected to reverse. 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, Ltd. (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.
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.
On September 21, 2006 the Company decided to terminate the business plan to
acquire the outstanding bonds of Regatta Capital, Ltd., and become a business
development company. These business plans had been disclosed in the Company's
definitive Information Statement filed on June 7, 2006. The Company is
re-evaluating its business plans for the future and plans to disclose such
plans when finalized. Form 8-K was filed with the SEC on September 22, 2006.
Note 5: Subsequent Events
As of November 14, 2006, James Gregory will resign as president of Regatta
Capital Partners, Inc. Philip D. Miller will replace Mr. Gregory as president.
F-7
Item 2. Management's Discussion and Analysis of Financial Condition
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.
Liquidity and Capital Resources
As of September 30, 2006, the Company had total assets of $2,347 in cash and
total liabilities of $17,665. The Company incurred $3,128 and $18,026 in general
and administrative expenses during the three and nine month periods ended
September 30, 2006, respectively, primarily in legal and accounting professional
fees in connection with its SEC filings.
The Business of Regatta Capital Partners, Inc.
Regatta Capital Partners, Inc. was incorporated on March 8, 2006 in the state of
Maryland. It has five directors, James P. Gregory, Stephen D. Replin, Chester
Cedars, Daniel Deters and Glen Zelkind. Its authorized capital is 100,000,000
shares of common stock, par value $.001 per share of which 20 shares were held
by James P. Gregory - 10 shares, and Stephen D. Replin - 10 shares immediately
prior to the merger referred to above.
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.
2
Item 3. 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-14(c). 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.
3
There have been no significant changes in the Company's internal controls or in
other factors that could significantly affect the internal controls subsequent
to the date the Company completed its evaluation.
PART II
Item 6.
(A) Exhibits
3 Articles and Bylaws(1)
10.1. Agreement and Plan of Merger dated May 17th, 2006 (2)
10.2 Form of Fairness Opinion of Tannenbaum & Co. P.C. regarding Regatta
Capital Ltd. bonds (2)
10.3 Investment Advisory Agreement dated May 17, 2006 (2)
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
99.1 Pro-Forma Financial Statements showing the effect of the merger (2)
99.2 Financial Statements of Regatta Capital Partners, Inc. as of March 31,
2006 (2)
(1) Incorporated by reference, and as same exhibit number, from the Company's
Registration Statement on Form 10-SB (Commission File Number 0-27609).
(2) Incorporated by reference, and as same exhibit number, from the Company's
Definitive Information Statement filed on June 7, 2006 (Commission File
Number 0-27609).
(B) Reports on Form 8-K
The Company filed two reports on Form 8-K during the quarter ended
September 30, 2006 on August 14, 2006 and on September 22, 2006. Another 8-K was
filed on October 6, 2006.
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 13th day of November 2006.
REGATTA CAPITAL PARTNERS, INC.
Fka MONET ENTERTAINMENT GROUP, LTD.
/s/ James P. Gregory
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James P. Gregory, President,
Chief Executive Officer
/s/ Stephen D. Replin
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Principal Financial Officer
4