UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2008
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ____ to ________
RETROSPETTIVA, INC.
-------------------
(Exact Name of Registrant as Specified in its Charter)
CALIFORNIA 333-29295 95-4298051
- --------------------------------- ----------- ----------------
(State or other jurisdiction (Commission I.R.S. Employer
of incorporation or organization) File No.) Identification
Number
112 West 9th Street, Suite 518, Los Angeles, CA 90015
-----------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number including area code: (213) 623-9216
---------------------------------------------------
Former name, former address, and former fiscal year,
if changed since last report
Check whether the Registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceeding
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 [_]
Indicate by checkmark whether the registrant is a large 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 [_] Accelerated filer [_]
Non-accelerated filer [_] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [_]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 14,425,903 shares of common stock
outstanding as of November 17, 2008.
RETROSPETTIVA, INC.
Index
Page
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets as of September 30, 2008 (unaudited) and
December 31, 2007 3
Statements of Operations (unaudited) for the
three months ended September 30, 2008 and 2007 4
Statements of Operations (unaudited) for the
nine months ended September 30, 2008 and 2007, and for the
Development Period from October 11, 2006 to September 30, 2008 5
Statements of Cash Flows (unaudited) for the
nine months ended September 30, 2008 and 2007, and for the
Development Period from October 11, 2006 to September 30, 2008 6
Notes to Financial Statements (unaudited) 7
Item 2. Management's Discussion and Analysis or Plan of Operation 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk 13
Item 4T. Controls and Procedures 13
Part II - OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 1A. Risk Factors 14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 14
Item 3. Defaults Upon Senior Securities 14
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 5. Other Information 14
Item 6. Exhibits 14
SIGNATURES 15
RETROSPETTIVA, INC.
(A Development Stage Company)
BALANCE SHEETS
September 30, December 31,
2008 2007
------------ ------------
(Unaudited) (See Note 1)
ASSETS
Current assets:
Cash and cash equivalents $ -- $ 500
------------ ------------
Total current assets $ -- $ 500
============ ============
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current liabilities:
Accounts payable $ 9,855 $ 2,418
Accrued expenses 600 1,600
Advances payable - officer 5,334 5,613
Notes payable - stockholders 114,285 92,923
Accrued interest - stockholders 7,272 966
------------ ------------
Total current liabilities 137,346 103,520
------------ ------------
Stockholders' (deficit):
Preferred stock - authorized 1,000,000 shares:
No shares issued or outstanding -- --
Common stock - no par value, 100,000,000 shares authorized:
14,425,903 shares issued and outstanding 6,903,766 6,903,766
Additional paid-in capital 230,000 230,000
Accumulated deficit through October 11, 2006 (7,302,235) (7,302,235)
Retained earnings (accumulated deficit) during development period 31,123 65,449
------------ ------------
Total stockholders' (deficit) (137,346) (103,020)
------------ ------------
Total liabilities and stockholders' (deficit) $ -- $ 500
============ ============
The accompanying notes are an integral part of these financial statements.
3
RETROSPETTIVA, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
for the three months ended September 30, 2008 and 2007
(Unaudited)
2008 2007
------------ ------------
Revenues $ -- $ --
------------ ------------
Expenses:
General and administrative:
Financing costs -- 946
Accounting and legal 2,710 1,082
Investor relations 887 8,777
------------ ------------
Total expenses 3,597 10,805
------------ ------------
Operating (loss) (3,597) (10,805)
Interest (expense) (2,274) (47)
------------ ------------
Income before taxes (5,871) (10,852)
Provision for income taxes 200 --
------------ ------------
Net (loss) $ (6,071) $ (10,852)
============ ============
Net (loss) per common share:
Basic and Diluted $ (0.00) $ (0.00)
============ ============
Weighted average shares outstanding:
Basic and Diluted 14,425,903 4,405,338
============ ============
The accompanying notes are an integral part of these financial statements.
4
RETROSPETTIVA, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
for the nine months ended September 30, 2008 and 2007
and for the Development Period from October 11, 2006 to September 30, 2008
(Unaudited)
Development
Period
October 11,
2006 to
September 30,
2008 2007 2008
----------- ----------- -----------
Revenues $ -- $ -- $ --
----------- ----------- -----------
Expenses:
General and administrative:
Financing costs -- 946 2,917
Consulting fees -- -- 8,029
Accounting and legal 24,550 31,378 72,201
Investor relations 3,080 8,777 13,778
----------- ----------- -----------
Total expenses 27,630 41,101 96,925
----------- ----------- -----------
Operating (loss) (27,630) (41,101) (96,925)
----------- ----------- -----------
Other income (expense):
Gain from litigation settlement -- -- 137,310
Interest (expense) (6,306) (47) (7,272)
----------- ----------- -----------
(6,306) (47) 130,038
----------- ----------- -----------
Income (loss) before income taxes (33,936) (41,148) 33,113
Provision for income taxes 390 -- 1,990
----------- ----------- -----------
Net income (loss) $ (34,326) $ (41,148) $ 31,123
=========== =========== ===========
Net (loss) per common share:
Basic and Diluted $ (0.00) $ (0.01) $ 0.00
=========== =========== ===========
Weighted average shares outstanding:
Basic and Diluted 14,425,903 3,791,780 8,537,374
=========== =========== ===========
The accompanying notes are an integral part of these financial statements.
5
RETROSPETTIVA, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
for the nine months ended September 30, 2008 and 2007
and for the Development Period from October 11, 2006 to September 30, 2008
(Unaudited)
Development
Period
October 11,
2006 to
September 30,
2008 2007 2008
----------- ----------- -----------
Cash flows from operating activities:
Net cash (used in) operating activities $ (21,583) $ (13,452) $ (119,619)
----------- ----------- -----------
Cash flows from investing activities:
----------- ----------- -----------
Net cash (used in) investing activities -- -- --
----------- ----------- -----------
Cash flows from financing activities:
Proceeds from notes payable - stockholders 21,362 -- 114,285
Advances from officer, net (279) 13,452 5,334
----------- ----------- -----------
Net cash provided by financing activities 21,083 13,452 119,619
----------- ----------- -----------
Net increase (decrease) in cash and equivalents (500) -- --
Cash and equivalents at beginning of year 500 -- --
----------- ----------- -----------
Cash and equivalents at end of period $ -- $ -- $ --
=========== =========== ===========
Supplemental Cash Flow Information
Interest paid $ -- $ -- $ --
=========== =========== ===========
Income taxes paid $ 1,390 $ 5,952 $ 7,342
=========== =========== ===========
The accompanying notes are an integral part of these financial statements.
6
RETROSPETTIVA, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
September 30, 2008
(Unaudited)
1. Summary of Significant Accounting Policies
Interim Financial Information: The interim financial statements included
herein have been prepared by the Company, without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission ("SEC") as promulgated
in Item 210 of Regulation S-X. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America ("US GAAP") have
been condensed or omitted pursuant to such SEC rules and regulations. In the
opinion of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation of financial position as of
September 30, 2008, results of operations for the three months and nine months
ended September 30, 2008 and 2007, and cash flows for the nine months ended
September 30, 2008 and 2007, as applicable, have been made. The results for
these interim periods are not necessarily indicative of the results for the
entire year. The accompanying financial statements should be read in conjunction
with the financial statements and the notes thereto included in the Company's
Form 10-KSB.
Basis of Presentation: Retrospettiva, Inc. (the "Company") was organized
under the laws of the State of California in November, 1990 to manufacture and
import textile products, including finished garments and fabrics. The Company's
manufacturing facilities and warehouses were located primarily in Europe. The
Company ceased operations in 2001 and has been inactive since 2002. On August 2,
2004, the Company was terminated, by administrative action of the State of
California as a result of non-filing of required documents with the State of
California. Effective February 15, 2007, the Company reinstated its charter.
Effective October 11, 2006 (date of entering the development stage),
efforts commenced to revive the Company. Legal counsel was hired to address
litigation involving the Company and activities were undertaken to prepare and
file delinquent tax and financial reports. Furthermore, a financial judgment
against the Company dating back to 2002 was addressed and a final settlement was
reached in October 2007.
The Company intends to evaluate, structure and complete a merger with, or
acquisition of, prospects consisting of private companies, partnerships or sole
proprietorships. The Company may seek to acquire a controlling interest in such
entities in contemplation of later completing an acquisition.
Development Stage Company: Based on the Company's business plan, it is a
development stage company since planned principle 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 to developing enterprises. As a development stage
enterprise, the Company discloses its retained earnings (or deficit accumulated)
during the development stage and the cumulative statements of operations and
cash flows from commencement of development stage to the current balance sheet
date. The development stage began on October 11, 2006, when the Company
commenced its efforts to revive its business.
7
Per Share Amounts: SFAS 128, "Earnings Per Share," provides for the
calculation of "Basic" and "Diluted" earnings per share. Basic earnings per
share includes no dilution and is computed by dividing net income (or loss) by
the weighted-average number of shares outstanding during the period. Diluted
earnings per share reflect the potential dilution of securities that could share
in the earnings of the Company, similar to fully diluted earnings per share.
During 2008 and 2007, the Company has not issued any potentially dilutive
securities.
Use of Estimates: The preparation of the Company's financial statements
in conformity with generally accepted accounting principles requires the
Company's management to make estimates and assumptions that affect the amounts
of assets and liabilities, the disclosure of contingent assets and liabilities
at the date of the financial statements, and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from those
estimates.
Recent Accounting Pronouncements: There were various accounting
standards and interpretations issued during 2008, none of which are expected to
a have a material impact on the Company's financial position, operations or cash
flows.
2. Going Concern
The Company's financial statements are prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of obligations
in the normal course of business. However, the Company has no business
operations and has negative working capital and has a total stockholders'
deficit. These conditions raise substantial doubt about the ability of the
Company to continue as a going concern.
In view of these matters, continuation as a going concern is dependent upon
continued operations of the Company, which in turn is dependent upon the
Company's ability to meet its financial requirements, raise additional capital,
and the success of its future operations. The financial statements do not
include any adjustments to the amount and classification of assets and
liabilities that may be necessary should the Company not continue as a going
concern.
Management has opted to file the Company's periodic financial reports with
the SEC and then to raise funds through a private placement. Management believes
that this plan provides an opportunity for the Company to continue as a going
concern.
3. Related Party Transactions:
Effective July 2, 2007, the Company entered into a note payable agreement
with a stockholder that provides for borrowings up to the principal amount of
$64,871. The note is uncollateralized and bears interest at an annual rate of
8%. The Company issued 945,987 shares of its common stock as additional
consideration for the note payable. During 2007, the Company received proceeds
of $64,871 under this borrowing arrangement. The stockholder has agreed to
extend the due date of the note from June 30, 2008 to June 30, 2009.
Effective November 14, 2007, the Company entered into a revolving
convertible loan agreement with the President and a stockholder. The agreement
provides for borrowings up to the principal amount of $133,333. As of September
30, 2008, outstanding borrowings under the agreement totaled $49,414, including
$21,362 borrowed during 2008. The note is due on demand, is uncollateralized,
bears interest at an annual rate of 8%, and is convertible into restricted
common stock at $0.10 per share. The Company issued 10,000,000 shares of its
common stock as additional consideration for the note payable. The stock was
valued at $10,000 and the Company recorded the $10,000 expense as financing
costs of $1,971 and consulting fees of $8,029.
8
The Company accrued interest expense of $6,306 on the two notes payable
during the nine months ended September 30, 2008.
The Company's President periodically advances funds to the Company so that
it can meet its financial obligations. During 2008, the President advanced an
additional $232 to the Company and the Company repaid $511 to the President. As
of September 30, 2008, the aggregate amounts advanced, including amounts
advanced during previous periods, were $5,334. These advances are due on demand,
uncollateralized and bear no interest.
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.
4. Capital Stock
On September 22, 2008, the Company's shareholders approved an increase in
the authorized common shares of no par value common stock from 15,000,000 to
100,000,000 shares.
5. 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) carry forwards. The net operating loss carry forward, if not used,
will expire in various years through 2028, and is severely restricted as per the
Internal Revenue code if there is a change in ownership. The Company's deferred
tax assets are offset by a valuation allowance due to the uncertainty of the
realization of the net operating loss carry forwards. Net operating loss
carryforwards may be further limited by other provisions of the tax laws.
The Company's deferred tax assets, valuation allowance, and change in
valuation allowance are as follows:
Estimated NOL Expires Estimated Tax Change in
NOL Benefit from Valuation Valuation Net Tax
Period Ending Carry-forward NOL Allowance Allowance Benefit
- ------------------ ------------- ----------- ------------- ---------- --------- -------
September 30, 2008 $528,000 Various $120,000 $(120,000) (6,750) --
Income taxes at the statutory rate are reconciled to the Company's reported
income tax expense (benefit) as follows:
Federal tax expense (benefit) at statutory rate (15.00%)
State tax expense (benefit), net of federal tax (7.65%)
Deferred income tax valuation allowance 22.65%
--------
Reported tax rate 0%
========
9
Item 2. Management's Discussion and Analysis or Plan of Operation
Overview
The following discussion updates our plan of operation for the next twelve
months. It also analyzes our financial condition at September 30, 2008 and
compares it to our financial condition at December 31, 2007. Finally, the
discussion summarizes the results of our operations for the three months and
nine months ended September 30, 2008 and compares those results to the
corresponding periods ended September 30, 2007. This discussion and analysis
should be read in conjunction with our audited financial statements for the two
years ended December 31, 2007, including footnotes, and the discussion and
analysis included in our Form 10-KSB.
Plan of Operation
Retrospettiva, Inc. (the "Company") was organized under the laws of the State of
California in November, 1990. Prior to 2002, our business was to manufacture and
import textile products from Europe, including finished goods. Our European
operations were based in and around Macedonia. On July 2, 2001, we announced
that the civil war in Macedonia rendered it impossible to continue operations.
We ceased operating and liquidated all of our assets.
On August 2, 2004, the Company was terminated, by administrative action of the
State of California as a result of non-filing of required documents with the
State of California. Effective February 15, 2007, the Company reinstated its
charter.
On October 11, 2006, the Board of Directors decided to revive the Company. Since
that date, we have undertaken various steps required to develop the Company. We
updated our tax filings with the various taxing authorities and our financial
statement filings with the Securities and Exchange Commission. During 2007, we
negotiated a settlement with Emeryworld, a company which, on May 20, 2002,
obtained a judgment against us in the amount of $165,060. On October 26, 2007,
we reached a settlement agreement with them under which they agreed to accept a
cash payment of $27,750.
We have updated our affairs and become current in our various reporting
obligations. We intend to combine the Company with another entity in a merger,
acquisition, or similar transaction and are seeking potential candidates. Our
plan is to evaluate prospects, structure a transaction, and ultimately combine
with another entity. We are unable, at this time, to predict when, if ever, our
objectives will be achieved.
Liquidity and Capital Resources
As of September 30, 2008, we had a working capital deficit of $(137,346). We had
no current assets and current liabilities of $137,346. This represents a $34,326
increase in the deficit from the working capital deficit of $(103,020) at
December 31, 2007. During the nine months ended September 30, 2008, our working
capital deficit increased because of costs incurred to revive our business.
To fund our operations, we entered into a loan agreement with one of our
shareholders on July 2, 2007. The principal maximum amount of the loan that can
be drawn is $64,871 bearing interest at 8% per annum. We borrowed $64,871 under
the loan. We negotiated an extension of the due date from June 30, 2008 to June
30, 2009. We also issued 945,987 shares of our common stock as additional
consideration for the loan agreement.
10
On November 14, 2007, we entered into a loan agreement with our President and a
shareholder. The principal maximum amount that can be borrowed is $133,333. The
note is due on demand, is uncollateralized, bears interest at an annual rate of
8%, and is convertible into restricted common stock at $0.10 per share. We
issued 10,000,000 shares of common stock as additional consideration for the
note payable. As of September 30, 2008, we had borrowed $49,414 under this
arrangement and the amount available for future borrowings was $83,919.
In addition, our President has periodically advanced funds to us to meet our
working capital needs. As of September 30, 2008, we owe our President $5,334 for
advances which are uncollateralized, non-interest bearing and due on demand.
During the nine months ended September 30, 2008, we incurred other obligations
and liabilities which are reflected in the accompanying balance sheet as
accounts payable and accrued expenses.
We will need additional funding to achieve our ultimate goals. In the past we
have relied on loans and advances from shareholders to fund our operations,
however we have no guarantee that our shareholders will be willing and able to
fund all of our future financing needs.
We used cash of $21,583 in operating activities during the first nine months of
2008 compared to cash used of $13,452 during the first nine months of 2007. Our
cash flow tends to fluctuate as we engage in various development stage
activities. There was no cash provided by or used in investing activities for
the nine months ended September 30, 2008 or 2007. Net cash provided by financing
activities was $21,083 for the three months ended September 30, 2008 and $13,452
for the corresponding period of 2007. All of our cash needs are currently being
funded by related parties.
Results of Operations - Three Months Ended September 30, 2008 Compared to the
Three Months Ended September 30, 2007
We are considered a development stage company for accounting purposes, since we
are working to revive the Company and to implement our plan of operations. We
are unable to predict with any degree of accuracy when this classification will
change. We expect to incur losses until such time, if ever, we begin generating
revenue from operations.
For the three months ended September 30, 2008, we recorded a net loss of
$(6,071), or $ (0.00) per share, compared to a loss for the corresponding period
of 2007 of $(10,852) or $(0.00) per share. In neither period did we report any
revenue.
Operating expenses consist of costs associated with being a public company
including accounting and audit fees, investor relations costs, taxes and
governmental fees. Operating expenses decreased to $3,597 for the three months
ended September 30, 2008 compared to $10,805 during the comparable period of
2007. The decrease of $7,208 was primarily due to the decreased investor
relations expense which was $8,777 for the three months ended September 30,
2007, compared to $887 for the comparable period in 2008. During 2007 we
incurred additional start-up fees to engage our stock transfer agent. Accounting
and audit expense increased from $1,082 in 2007 to $2,710 in 2008 due to
compliance with reporting requirements for public companies.
11
During the three months ended September 30, 2008, we incurred interest expense
of $2,274 related to the notes payable to stockholders. We incurred interest
expense of $47 during the comparable period of 2007. Interest expense increased
as the note balances increased from $2,500 reported at September 30, 2007 to
$114,285 at September 30, 2008.
Results of Operations - Nine Months Ended September 30, 2008 Compared to the
Nine Months Ended September 30, 2007
We are considered a development stage company for accounting purposes, since we
are working to revive the Company and to implement our plan of operations. We
are unable to predict with any degree of accuracy when this classification will
change. We expect to incur losses until such time, if ever, we begin generating
revenue from operations.
For the nine months ended September 30, 2008, we recorded a net loss of
$(34,326), or $ (0.00) per share, compared to a loss for the corresponding
period of 2007 of $(41,148) or $(0.01) per share. In neither period did we
report any revenue.
Operating expenses decreased to $27,630 for the nine months ended September 30,
2008 compared to $41,101 during the comparable period of 2007. Legal fees
decreased by $28,916 due to civil litigation during 2007 that was then
dismissed. Investor relations expense decreased from $8,777 for 2007 to $3,080
for 2008 due to start-up fees incurred to engage our stock transfer agent in
2007. The decreases were offset by an increase in accounting fees of $22,089
incurred to meet reporting requirements for a public company.
During the nine months ended September 30, 2008, we incurred interest expense of
$6,306 related to the notes payable to stockholders, compared to $47 for the
nine months ended September 30, 2007. Interest expense increased as the note
balances increased from $2,500 reported at September 30, 2007 to $114,285 at
September 30, 2008.
Forward-Looking Statements
This Form 10-Q contains or incorporates by reference "forward-looking
statements," as that term is used in federal securities laws, about our
financial condition, results of operations and business. These statements
include, among others:
- statements concerning the benefits that we expect will result from
our business activities and results of business development that we
contemplate or have completed, such as increased revenues; and
- statements of our expectations, beliefs, future plans and strategies,
anticipated developments and other matters that are not historical
facts.
These statements may be made expressly in this document or may be incorporated
by reference to other documents that we will file with the SEC. You can find
many of these statements by looking for words such as "believes," "expects,"
"anticipates," "estimates" or similar expressions used in this report or
incorporated by reference in this report.
12
These forward-looking statements are subject to numerous assumptions, risks and
uncertainties that may cause our actual results to be materially different from
any future results expressed or implied in those statements. Because the
statements are subject to risks and uncertainties, actual results may differ
materially from those expressed or implied. We caution you not to put undue
reliance on these statements, which speak only as of the date of this report.
Further, the information contained in this document or incorporated herein by
reference is a statement of our present intention and is based on present facts
and assumptions, and may change at any time and without notice, based on changes
in such facts or assumptions.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The important factors that could prevent us from achieving our stated goals and
objectives include, but are not limited to, those set forth in our annual report
on Form 10-KSB, other reports filed with the SEC and the following:
o The worldwide economic situation;
o Any change in interest rates or inflation;
o The willingness and ability of third parties to honor their
contractual commitments;
o Our ability to raise additional capital, as it may be affected by
current conditions in the stock market and competition for risk
capital;
o Environmental and other regulations, as the same presently exist and
may hereafter be amended.
We undertake no responsibility or obligation to update publicly these
forward-looking statements, but may do so in the future in written or oral
statements. Investors should take note of any future statements made by or on
our behalf.
Item 4T. Controls and Procedures
(a) We maintain a system of controls and procedures designed to ensure that
information required to be disclosed by us in reports that we file or submit
under the Securities Exchange Act of 1934, as amended, is recorded, processed,
summarized and reported, within time periods specified in the SEC's rules and
forms and to ensure that information required to be disclosed by us in the
reports that we file or submit under the Securities Exchange Act of 1934, as
amended, is accumulated and communicated to our management, including our
Principal Executive Officer and Principal Financial Officer, as appropriate to
allow timely decisions regarding required disclosure. As of September 30, 2008,
under the supervision and with the participation of our Principal Executive
Officer and Principal Financial Officer, management has evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on that evaluation, the Principal Executive Officer and
Principal Financial Officer concluded that our disclosure controls and
procedures were effective.
(b) Changes in Internal Controls. There were no changes in our internal control
over financial reporting during the quarter ended September 30, 2008 that
materially affected, or are reasonably likely to materially affect, our internal
controls over financial reporting.
13
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 1A. Risk Factors.
Not required for smaller reporting companies.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
At a meeting held on September 22, 2008, the Registrant's
shareholders approved an increase in the Registrant's authorized shares of no
par value common stock from 15,000,000 to 100,000,000.
Item 5. Other Information.
None
Item 6. Exhibits.
a. Exhibits
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 for Borivoje Vukadinovic.
32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 for Borivoje Vukadinovic.
14
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the Company
caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
RETROSPETTIVA, INC.
Dated: November 18, 2008 By: Borivoje Vukadinovic,
--------------------
President and Principal Executive Officer
Dated: November 18, 2008 By: Borivoje Vukadinovic,
--------------------
Principal Financial Officer
15