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 March 20, 2008 the Company did not have any full time employees.
Item 1A
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, and no assurance of recovery of precious metals.
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 form 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.
Item 2.
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.
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.
Item 4. Submission Of Matters To A Vote Of Security Holders. - ------------------------------------------------------------
Not Applicable
Part II
Item 5.
Item 5. Market For Registrant's Common Equity And Related Stockholder Matters - -----------------------------------------------------------------------------
As of March 20, 2009, 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
Item 6 Selected Financial Data - ------------------------------
As a smaller business issuer, the Company is not required to include this Item.
Item 7.
Item 7. Management's Discussion And Analysis Or 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 December 31, 2008, the Company had $2,356 in cash and $49,222 in total liabilities. It has an accumulated deficit of $181,589.
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-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 7A.
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.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS - ----------------------------
Page
Report of Independent Registered Public Accounting Firm
Balance Sheets
Statements of Operations
Statement of Changes in Shareholders' (Deficit)
Statements of Cash Flows
Notes to Financial Statements
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, 2008 and 2007, and the related statements of operations, shareholders' (deficit), and cash flows for the two years ended December 31, 2008 and 2007, and for the period from September 20, 1996 (inception) through December 31, 2008. 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. The financial statements for the cumulative period from September 20, 1996 to December 31, 2005 were audited by other auditors whose report dated January 26, 2006 expressed an unqualified opinion on those statements. Our opinion on the statement of shareholders' (deficit), operations and cash flows for the period September 20, 1996 through December 31, 2008, insofar as it relates to amounts for prior periods through December 31, 2005 is based solely on the reports of other auditors.
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, 2008 and 2007, and the results of its operations and cash flows for the two years ended December 31, 2008 and 2007, 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 February 27, 2009
The accompanying notes are an integral part of these financial statements
The accompanying notes are an integral part of these financial statements
The accompanying notes are an integral part of these financial statements
The accompanying notes are an integral part of these financial statements
REGATTA CAPITAL PARTNERS, INC. Notes to Financial Statements December 31, 2008 and 2007
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 year end is December 31.
Development Stage Activities
The Company is in the development stage and has not yet realized any revenues from its planned operations. The Company was formed for the purpose of effectuating a merger with Monet Entertainment Group, Ltd., a public reporting company, an affiliate which is controlled by the Company's President. The Company was formed with the objective of commencing operations as a business development company.
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 statement of operations and cash flows from inception to the current balance sheet date.
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.
REGATTA CAPITAL PARTNERS, INC. Notes to Financial Statements December 31, 2008 and 2007
Impairment of Long-Lived Assets
In accordance with Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the Company evaluates their long-lived assets (excluding the full cost pool), including related intangibles of identifiable business activities for impairment when events or changes in circumstances indicate, in management's judgment, that the carrying value of such assets may not be recoverable. The determination of whether impairment has occurred is based on management's estimate of undiscounted future cash flows attributable to the assets as compared to the carrying value of the assets. If impairment has occurred, estimating the fair value for the assets and recording a provision for loss if the carrying value is greater than fair value determine the amount of the impairment recognized. For assets identified to be disposed of in the future, the carrying value of these assets are compared to the estimated fair value less the cost to sell to determine if impairment is required. Until the assets are disposed of, an estimate of the fair value is re-determined when related events or circumstances change.
The Company has exchanged shares of its common stock for shares of Series C common stock of Energy Acquisition Companies, Inc. (Energy), a New York Corporation. The exchange, which was effective on October 7, 1996, (the date the Certificate of Share Exchange was filed by the Colorado Secretary of State and by New York Department of State), resulted in the exchange of 115,531 shares of Energy Acquisition Companies, Inc. Series C, Par Value $0.001 Common Stock for 500,000 shares of Monet Entertainment Group, Ltd. Common Stock. The 115,531 shares of Energy Acquisition Companies, Inc. common stock received by Monet represented less than one percent of Energy's outstanding shares. The 500,000 shares of Monet common stock surrendered to Energy represents eleven percent of the Company's outstanding common stock, and two percent of its authorized stock. During the year ended December 31, 2003, management determined the investment to be impaired, since Energy is no longer in operations. An impairment loss of $5,115 is reflected in the accompanying financial statements.
Income Taxes
The Company has adopted the Statement of Financial Accounting Standards No. 109 - - "Accounting for Income Taxes" (SFAS 109). SFAS 109 requires the use of the asset and liability method of accounting of income taxes. Under the asset and liability method of FAS 109, 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 SFAS No. 128 - "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, 2008 and 2007, the Company had no stock equivalents that were anti-dilutive and excluded in the earnings per share computation.
REGATTA CAPITAL PARTNERS, INC. Notes to Financial Statements December 31, 2008 and 2007
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, 2008 and 2007, 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 2008 and 2007, none of which are expected to have a material impact on the Company's consolidated 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.
REGATTA CAPITAL PARTNERS, INC. Notes to Financial Statements December 31, 2008 and 2007
Note 3: Related Party Transactions
During the years ended December 31, 2008 and 2007, Regatta Capital Ltd., a company owned by the president of the Company, paid for certain expenses on behalf of the Company totaling $9,970 and $12,558, respectively, resulting in a balance payable of $43,310 at December 31, 2008. Also during the year ended December 31, 2006, an officer advanced $662 to the Company. At December 31, 2008, the Company is indebted in the amount of $43,972 to related parties.
At October 31, 2005, the Company issued 221,833 shares of restricted common stock at $0.0839 per share, to its affiliate in consideration of $18,615 repayment for advances owed.
During the year ended December 31, 2001, Regatta Capital, Ltd., contributed $25,123 to pay for certain expenses on behalf of the Company. This amount is included in the accompanying financial statements as a credit to additional paid-in capital.
In 1996, three former officers of the Company each received 96,497 shares of common stock at $0.0104 per share, for services rendered valued at $3,004. In 1998 and 1999, all of these shares were purchased by the president of the Company.
In October 1996, the Company issued 110,917 shares of common stock in exchange for 115,531 common shares of Energy Acquisition Companies, Inc. (EAC), a company under common control. The shares that the Company owns represent less than one percent of EAC's issued and outstanding common stock.
In 1996, the president of the Company purchased a 25% interest in a feature-length motion picture for $25,000. In September 1996, the president conveyed a 5% interest in the film to the Company in exchange for 509,107 shares of common stock.
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 2027. 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.
REGATTA CAPITAL PARTNERS, INC. Notes to Financial Statements December 31, 2008 and 2007
The Company's deferred tax assets, valuation allowance, and change in valuation allowance are as follows:
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.
The shareholders of Monet Entertainment Group, Inc. (Monet) owned 6,000,000 shares of Monet at December 31, 2005. Under the merger agreement with the Company, each ten shares of Monet's common stock were converted into 2.21833 shares of RCPI common stock. After the merger, 1,330,571 shares were outstanding. On March 31, 2006, the Company issued 20 shares of common stock at a price of $0.10 per share for cash totaling $2. See Note 6.
In 1996, the Company sold 199,650 shares of its common stock for $1,800 cash to unrelated third parties. The shares were valued at $0.009 per share.
Note 6: Stock Options
On November 15, 2005 the Company granted an unrelated third party options to purchase 443,666 shares of the Company's common stock to provide incentive to involve the Company with real estate opportunities. The options carry an exercise price of $6.76 per share for and vest immediately. The Company determined the fair value of the options at $0.18 per share and recorded stock based compensation of $81,063 in accordance with SFAS 123.
The fair value for these options was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:
Risk-free interest rate..................................... 4.47% Dividend yield.............................................. 0.00% Volatility factor........................................... 172.00% Weighted average expected life.............................. 2 years
REGATTA CAPITAL PARTNERS, INC. Notes to Financial Statements December 31, 2008 and 2007
The Black-Scholes options valuation model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company's stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its stock options.
A summary of changes in the number of stock options outstanding for the years ended December 31, 2008 and 2007 is as follows: Weighted Average Exercise Number of Price Shares Per Share --------- ----------
Balance at December 31, 2005 443,666 $ 6.76 Balance at December 31, 2006 -- $ -- Balance at December 31, 2007 -- $ -- Balance at December 31, 2008 -- $ --
Options exercisable at December 31, 2006 -- $ -- Options exercisable at December 31, 2007 -- $ -- Options exercisable at December 31, 2008 -- $ --
No options were granted during the year ended December 31, 2008 and 2007.
All outstanding options at December 31, 2005 were canceled during the year ended December 31, 2006.
Note 7: 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.
ITEM 9.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
NONE
ITEM 9A.
ITEM 9A. 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 / 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 December 31, 2008, 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 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, 2008, 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, 2008 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.
There have been no material 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.
ITEM 9A(T). Controls and Procedures.
This annual report does not include an attestation report of 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.
Part III
Item 10.
Item 10. Directors, Executive Officers, Promoters and Control Persons, Compliance With Section 16(A) Of the Exchange Act
Name Age Position ----- --- -------- Philip D. Miller 28 President Stephen D. Replin 59 CFO/Director Chester A. Cedars 62 Director Daniel J. Deters 50 Director Dr. Glen Zelkind 61 Director
Directors are elected at each annual general meeting and serve until their successors have been elected. Officers are appointed by the board of directorsand 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.
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 has also not established a code of ethics.
Compliance with Section 16(a) of Securities Exchange Act of 1934:
During the fiscal year ended December 31, 2008, 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.
Item 11.
Item 11. Executive Compensation
The following table on discloses all compensation received by the Company's President (the Company's Chief Executive Officer) during the three years ending December 31, 2008. During this three-year period no executive officer received annual salary and bonus payments from the Company in excess of $100,000.
Item 12.
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 20, 2009. Unless otherwise indicated all shares are owned of record.
Percent of Name and Address Shares Owned Class - - --------------- ------------ ------- Stephen D. Replin 989,375(1) 74.4% 222 Milwaukee St. Suite 304 Denver, CO 80206
Phillip D. Miller 0 0 222 Milwaukee St. Suite 304 Denver, CO 80206
Chester M. Cedars 0 0 222 Milwaukee St. Suite 304 Denver, CO 80206
Daniel J. Deters 0 0 222 Milwaukee St. Suite 304 Denver, CO 80206
Dr. Glen Zelkind 0 0 222 Milwaukee St. Suite 304 Denver, CO 80206
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.
Item 13.
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, 2008 and December 31, 2007, the Company was indebted in the amount of $43,310 and $33,340, respectively, to Regatta Capital Ltd. of $33,340 and $20,782, respectively, to Regatta Capital Ltd.
Item 14.
Item 14. Exhibits
(a) Exhibits
3.1 Articles and Bylaws(1)
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
(1) Incorporated by reference, and as same exhibit number, from the Company's Registration Statement on Form 10-SB (Commission File Number 0-27609).
Item 15.
Item 15. 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, 2008 and 2007, were $7,500 and $7,000 respectively.
Audit-Related Fees
Schumacher and Associates, Inc., was not paid any additional fees for the fiscal years ended December 31, 2008 and December 31, 2007 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, 2008 and December 31, 2007 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, 2008 and December 31, 2007.
SIGNATURES
In accordance with Section 13 or 15(a) of the Exchange Act, the Registrant has caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on the 12th day of March, 2009.
REGATTA CAPITAL PARTNERS, INC.
/s/ Philip D. Miller -------------------- Philip D. Miller, President
/s/ Stephen D. Replin --------------------- Stephen D. Replin, Principal Financial Officer
In accordance with the Exchange Act, this Report has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
Signature Title Date - --------- ----- ----
/s/ Stephen D Replin - ----------------------- Stephen Replin Director March 12, 2009
/s/ Chester M. Cedars - ----------------------- Chester M. Cedars Director March 12, 2009
/s/ Daniel P. Deters - ----------------------- Daniel P. Deters Director March 12, 2009
/s/ Glen Zelkind - ----------------------- Glen Zelkind Director March 12, 2009
Exhibit Index
3.1 Articles and Bylaws(1)
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*
(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