UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2008
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from ____ to ____
Commission file number 333-29295
RETROSPETTIVA, INC.
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(Exact name of registrant as specified in its charter)
California 95-4298051
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
112 West 9th Street, Suite 518, Los Angeles, CA 90015
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(Address of principal executive offices) (Zip Code)
(213) 623-9216
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None N/A
Title of each class Name of each exchange on which registered
Securities registered pursuant to Section 12(g) of the Act:
No Par Value Common Stock
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(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes |_| No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [X] No |_|
Indicate by check mark whether the issuer (1) filed all reports required to be
filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 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 if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KS
or any amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer, an
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]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |X| No [_]
The aggregate market value of the Common Stock of Retrospettiva, Inc. by
non-affiliates as of the last business day of the registrant's most recently
completed second fiscal quarter was $152,000.
As of April 13, 2009, there were 14,425,903 shares of Common Stock outstanding.
This Amended Form 10 K relates to revisions to Item 9A (T) as set forth
below.
ITEM 9A(T). CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures. Our management, with the
participation of our President, evaluated the effectiveness of our disclosure
controls and procedures as of the end of the period covered by this report.
Based on that evaluation, our President concluded that our disclosure controls
and procedures as of the end of the period covered by this report were effective
such that the information required to be disclosed by us in reports filed under
the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms and (ii)
accumulated and communicated to our management, including our President, as
appropriate to allow timely decisions regarding disclosure. A controls system
cannot provide absolute assurance, however, that the objectives of the controls
system are met, and no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, within a company have
been detected.
Management's Annual Report on Internal Control over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Exchange Act). Our internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with accounting principles generally accepted in the United States.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Therefore, even those systems
determined to be effective can provide only reasonable assurance of achieving
their control objectives. Furthermore, smaller reporting companies face
additional limitations. Smaller reporting companies employ fewer individuals and
find it difficult to properly segregate duties. Often, one or two individuals
control every aspect of the Company's operation and are in a position to
override any system of internal control. Additionally, smaller reporting
companies tend to utilize general accounting software packages that lack a
rigorous set of software controls.
Our management, with the participation of the President, evaluated the
effectiveness of the Company's internal control over financial reporting as of
December 31, 2008. In making this assessment, our management used the criteria
set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control -- Integrated Framework. Based on this
evaluation, our management, with the participation of the President, concluded
that, as of December 31, 2008, our internal control over financial reporting was
not effective due to material weaknesses in the system of internal control.
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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
Executive Officer and 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.
(b) Changes in Internal Control over Financial Reporting. During 2008,
there were no changes in the Company's internal controls over financial
reporting, known to the Chief Executive Officer and the Chief Financial Officer,
that have materially affected, or are reasonably likely to materially affect,
the Company's internal control over financial reporting.
Based upon the foregoing, management does not believe that the Company's
disclosure controls and procedures were effective at the end of the period
covered by his report.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
RETROSPETTIVA, INC.
/s/ Borivoje Vukadinovic
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Dated: Juy 29, 2009 By: Borivoje Vukadinovic, Director,
Chief Executive Officer, and
Chief Financial Officer
In accordance with the Exchange Act, this Report has been signed below by
the following persons on behalf of the Company and in the capacities and on the
dates indicated.
RETROSPETTIVA, INC.
/s/ Borivoje Vukadinovic
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Dated: July 29, 2009 By: Borivoje Vukadinovic, Director,
Chief Executive Officer, and
Chief Financial Officer
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