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, 2007
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.)
222 Milwaukee Street, Suite 304, Denver, CO 80206
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(Address of principal executive offices) (Zip Code)
(303) 329 3479
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(Registrant's telephone number, including area code)
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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 9, 2007 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, 2007 (unaudited) and
December 31, 2006 .................................. F-2
Statements of Operations for the nine months ended
September 30, 2007 and 2006 (unaudited).............................. F-3
Statements of Cash Flows for the Three months ended
September 30, 2007 and 2006 (unaudited).............................. F-4
Statements of Cash Flows for the nine months ended
September 30, 2007 and 2006 (unaudited).............................. F-5
Notes to Condensed Financial Statements .................................. F-6
F-1
REGATTA CAPITAL PARTNERS, INC.
(A Development Stage Company)
BALANCE SHEETS
ASSETS
Sept 30, December 31,
2007 2006
(Unaudited) (See Note 1)
--------- ---------
Current assets:
Cash and cash equivalents $ 2,356 $ 2,354
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Total assets $ 2,356 $ 2,354
========= =========
LIABILITIES AND SHAREHOLDERS' (DEFICIT)
Current Liabilities
Accounts payable $ 355 $ 1,655
Accrued expenses 1,000 4,000
Accounts payable, related parties 32,058 21,444
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Total liabilities (all current) 33,413 27,099
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 (165,780) (159,468)
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Total shareholders' deficit (31,057) (24,745)
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Total liabilities and shareholders' deficit $ 2,356 $ 2,354
========= =========
See notes to financial statements
2
REGATTA CAPITAL PARTNERS, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
Sept 20,
1996
For the nine For the nine (Inception)
months ended months ended through
Sept 30, Sept 30, Sept 30,
2007 2006 2007
------------ ------------ -----------
Operating Expenses:
Stock option expense (Note5) - - 81,063
General and administrative expenses 6,331 18,026 86,928
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Total Operating Expenses 6,331 18,026 167,991
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Other Income and (Expense):
Interest income 20 24 309
Miscellaneous income (Note 3) - - 8,225
Impairment loss (Note 1) - - (5,115)
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Total Other Income and (Expense) 20 24 3,419
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Net (loss) before income tax provision (6,311) (18,002) (164,573)
Income tax provision (1,207)
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Net (loss) $ (6,311) $ (18,002) (165,780)
============= ============ ===========
Basic and diluted net (loss) per share $ (0.00) $ (0.01) (0.12)
============= ============ ===========
Weighted average shares of common
common stock outstanding 1,330,591 1,330,575 1,330,571
============ ============ ===========
See notes to financial statements
3
REGATTA CAPITAL PARTNERS, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
For the three For the three
months ended months ended
Sept 30, Sept 30,
2007 2006
----------- -----------
Operating Expenses:
General and administrative expenses 1,248 3,128
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Total Operating Expenses 1,248 3,128
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Other Income and (Expense):
Interest income 6 7
Total Other Income and (Expense) 6 7
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Net (loss) $ (1,242) $ (3,121)
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Basic and diluted net (loss) per share $ (0.00) $ (0.00)
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Weighted average shares of common
common stock outstanding 1,330,591 1,330,584
=========== ===========
See notes to financial statements
4
REGATTA CAPITAL PARTNERS, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
Sept. 20, 1996
For the nine For the nine (Inception)
months ended months ended through
Sept 30, Sept 30, Sept 30,
2007 2006 2007
------------ ------------ ------------
Cash flows from operating activities:
Net income (loss) $ (6,311) $ (18,002) $ (165,780)
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 (decrease) in accounts payable
and accrued expenses (4,300) 2,360 1,358
------------ ------------ ------------
Cash (used in) operating activities (10,611) (15,642) (75,238)
Cash flows from financing activities:
Contributed capital -- -- 25,123
Advances from related parties 10,613 14,988 54,307
Repayments to related parties -- -- (3,636)
Sale of common stock -- -- 1,800
------------ ------------ ------------
Cash provided by financing activities 10,613 14,988 77,594
Increase (decrease) in cash and cash equivalents 2 (654) 2,356
Cash at beginning of period 2,354 3,001 --
------------ ------------ ------------
Cash at end of period $ 2,356 $ 2,347 $ 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
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REGATTA CAPITAL PARTNERS, INC.
Notes to Condensed Financial Statements
September 30, 2007
(Unaudited)
(1) Summary of Significant Accounting Policies:
Basis of presentation
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The balance sheet as of September 30, 2007, the statements of operations and the
statements of cash flows for the three month and nine month periods ended
September 30, 2007 and 2006, 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, 2007, 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, 2006, included in the Company's Form 10-KSB, filed with the
Securities and Exchange Commission.
Development Stage Company
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Based upon the Company's business plan, it is a development stage enterprise
since planned principal operations have not yet commenced. Accordingly, the
Company presents its financial statements in conformity with the accounting
principles generally accepted in the United States of America that apply in
establishing operating enterprises. As a development stage enterprise, the
Company discloses the deficit accumulated during the development stage and the
cumulative statements of operations and cash flows from inception to the current
balance sheet date.
Basis of Presentation - Going Concern
- -------------------------------------
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles in the United States of America, which
contemplates continuation of the Company as a going concern. However, the
Company has sustained losses from operations, has net capital and working
capital deficits and no business operations. These matters raise substantial
doubt about the Company's ability to continue as going concern. In view of these
matters, realization of certain of the assets in the accompanying balance sheet
is dependent upon the Company's ability to meet its financing requirements,
raise additional capital, and the success of its future operations. Management's
plans are to acquire additional operating capital through private equity
offerings to fund its business plan. There is no assurance that the equity
offerings will be successful in raising sufficient funds to commence operations
or to assure the eventual profitability of the Company. Management believes that
actions planned and presently being taken to revise the Company's operating and
financial requirements provide the opportunity for the Company to continue as a
going concern. The financial statements do not include any adjustments that
might result from these uncertainties.
Cash and Cash Equivalents
- -------------------------
The Company considers all highly liquid securities with original maturities of
three months or less when acquired to be cash equivalents.
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REGATTA CAPITAL PARTNERS, INC.
Notes to Condensed Financial Statements
September 30, 2007
(Unaudited)
Note 2: Related Party Transactions
During the nine months ended September 30, 2007, Regatta Capital Ltd., a company
owned by the president of the Company, paid for certain expenses on behalf of
the Company totaling $10,614. At September 30, 2007, the Company is indebted in
the amount of $32,058 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, Inc. (Monet), a Maryland
corporation, on August 1, 2006, with RCPI the surviving corporation. Under the
merger agreement each ten (10) shares of Monet's common stock were converted
into 2.21833 shares of RCPI common stock, which was accounted for as a reverse
stock split, since that was the substance of the transaction. All references to
common stock in the financial statements have been retroactively given effect
for this split.
The Company filed a Proxy Statement - Form PRE 14C with SEC on May 23, 2006
notifying its shareholders of a special meeting to approve the merger. The
Company's shareholders approved the Merger Agreement on June 30, 2006. Under the
Company's business plan at that time, the Company planned to acquire the
outstanding bonds of Regatta Capital, Ltd. a related party.
On September 21, 2006 the Company decided to abandon its business plan to
acquire the outstanding bonds of Regatta Capital, Ltd., and become a business
development company.
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Item 2. Management's Discussion and Analysis of Financial Condition/Plan
of Operations
Plan of Operation
The Company intends to maintain its corporate existence and continue filing its
required reports pursuant to the Securities Exchange Act and seek out other
business opportunities for the Company, including but not limited to
reorganization with a privately held business seeking to utilize the Company's
status as registered under the Exchange Act.
As of September 30, 2007 the Company had $2,356 in cash and $33,413 in total
liabilities. It has an accumulated deficit of $165,780.
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-SB 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. 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 or in other factors that have
materially affected or are reasonably likely to materially affect the internal
controls subsequent to the date the Company completed its evaluation.
PART II
Item 6.
(A) Exhibits
31.1 Sarbanes Oxley Section 302 Certification
31.2 Sarbanes Oxley Section 302 Certification
32.1 Sarbanes Oxley Section 906 Certification
32.2 Sarbanes Oxley Section 906 Certification
(B) Reports on Form 8-K
The Company filed no reports on Form 8-K during the quarter ended September
30, 2007.
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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 9th day of November 2007.
REGATTA CAPITAL PARTNERS, INC.
/s/ Philip D. Miller
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Philip D. Miller, President,
Chief Executive Officer
/s/ Stephen D. Replin
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Principal Financial Officer
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