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: June 30, 2009
[_] 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
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of 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. Yes [X] No [_]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). 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 August 6, 2009.
RETROSPETTIVA, INC.
Index
Page
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets as of June 30, 2009 (unaudited) and
December 31, 2008 3
Statements of Operations (unaudited) for the
three months ended June 30, 2009 and 2008 4
Statements of Operations (unaudited) for the
six months ended June 30, 2009 and 2008, and for the
Development Period from October 11, 2006 to June 30, 2009 5
Statements of Cash Flows (unaudited) for the
six months ended June 30, 2009 and 2008, and for the
Development Period from October 11, 2006 to June 30, 2009 6
Notes to Financial Statements (unaudited) 7
Item 2. Management's Discussion and Analysis or Plan of Operation 11
Item 3. Quantitative and Qualitative Disclosures About Market Risk 13
Item 4. Controls and Procedures 14
Part II - OTHER INFORMATION
Item 1. Legal Proceedings 15
Item 1A. Risk Factors 15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 15
Item 3. Defaults Upon Senior Securities 15
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 5. Other Information 15
Item 6. Exhibits 15
SIGNATURES 16
RETROSPETTIVA, INC.
(A Development Stage Company)
BALANCE SHEETS
June 30, December 31,
2009 2008
----------- -----------
(Unaudited) (See Note 1)
ASSETS
Current assets:
Cash and cash equivalents $ -- $ --
----------- -----------
Total current assets $ -- $ --
=========== ===========
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current liabilities:
Accounts payable $ 6,870 $ 6,395
Accrued expenses 1,200 800
Advances payable - officer 5,334 5,334
Notes payable - stockholders 126,274 117,159
Accrued interest - stockholders 14,445 9,609
----------- -----------
Total current liabilities 154,123 139,297
----------- -----------
Commitments and contingencies (Notes 1, 2, and 3)
Stockholders' (deficit):
Preferred stock - no par value, 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 during development period 14,346 29,172
----------- -----------
Total stockholders' (deficit) (154,123) (139,297)
----------- -----------
Total liabilities and stockholders' (deficit) $ -- $ --
=========== ===========
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 June 30, 2009 and 2008,
(Unaudited)
2009 2008
------------ ------------
Revenues $ -- $ --
------------ ------------
Expenses:
General and administrative:
Accounting and legal 1,450 2,330
Investor relations 238 1,754
------------ ------------
Total expenses 1,688 4,084
------------ ------------
Operating (loss) (1,688) (4,084)
------------ ------------
Other income (expense):
Interest (expense) (2,517) (2,125)
------------ ------------
(2,517) (2,125)
------------ ------------
Income (loss) before income taxes (4,205) (6,209)
Provision for income taxes 200 190
------------ ------------
Net (loss) $ (4,405) $ (6,399)
============ ============
Net (loss) per common share:
Basic and Diluted $ Nil $ Nil
============ ============
Weighted average shares outstanding:
Basic and Diluted 14,425,903 14,425,903
============ ============
The accompanying notes are an integral part of these financial statements.
4
RETROSPETTIVA, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
for the six months ended June 30, 2009 and 2008
and for the Development Period from October 11, 2006 to June 30, 2009
(Unaudited)
Development
Period
October 11,
2006
to
June 30,
2009 2008 2009
----------- ------------ ------------
Revenues $ -- $ -- $ --
----------- ------------ ------------
Expenses:
General and administrative:
Financing costs -- -- 2,917
Consulting fees -- -- 8,029
Accounting and legal 9,188 21,840 79,059
Investor relations 402 2,193 15,924
----------- ------------ ------------
Total expenses 9,590 24,033 105,929
----------- ------------ ------------
Operating (loss) (9,590) (24,033) (105,929)
----------- ------------ ------------
Other income (expense):
Gain from litigation settlement -- -- 137,310
Interest (expense) (4,836) (4,032) (14,445)
----------- ------------ ------------
(4,836) (4,032) 122,865
----------- ------------ ------------
Income (loss) before income taxes (14,426) (28,065) 16,936
Provision for income taxes 400 190 2,590
----------- ------------ ------------
Net income (loss) $ (14,826) $ (28,255) $ 14,346
============ ============ ============
Net (loss) per common share:
Basic and Diluted $ Nil $ Nil $ Nil
============ ============ ============
Weighted average shares outstanding:
Basic and Diluted 14,425,903 14,425,903 9,725,525
============ ============ ============
The accompanying notes are an integral part of these financial statements.
5
RETROSPETTIVA, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
for the six months ended June 30, 2009 and 2008, and for the Development
Period from October 11, 2006 to June 30, 2009
(Unaudited)
Development
Period
October 11,
2006
to
June 30,
2009 2008 2009
--------- --------- ---------
Cash flows from operating activities:
Net cash (used in) operating activities (9,115) (19,011) (131,608)
--------- --------- ---------
Cash flows from investing activities:
Net cash (used in) investing activities -- -- --
--------- --------- ---------
Cash flows from financing activities:
Proceeds from notes payable - stockholders 9,115 18,880 126,274
Advances from related party -- (360) 5,334
--------- --------- ---------
Net cash provided by financing activities 9,115 18,520 131,608
--------- --------- ---------
Net increase in cash and equivalents -- (491) --
Cash and equivalents at beginning of year -- 500 --
--------- --------- ---------
Cash and equivalents at end of year $ -- $ 9 $ --
========= ========= =========
Supplemental Cash Flow Information
Interest paid $ -- $ -- $ --
========= ========= =========
Income taxes paid $ -- $ 1,390 $ 7,342
========= ========= =========
The accompanying notes are an integral part of these financial statements.
6
RETROSPETTIVA, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
June 30, 2009
(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 June
30, 2009, results of operations for the three months and six months ended June
30, 2009 and 2008, and cash flows for the six months ended June 30, 2009 and
2008, 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-K.
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 both 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 (commencement of 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 filed various delinquent reports to become current
in its reporting obligations to the Securities and Exchange Commission ("SEC")
and various taxing authorities.
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 management commenced
its efforts to revive the Company.
7
<page>
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 2009 and 2008, the Company has not issued any potentially dilutive
securities.
Use of Estimates: The preparation of financial statements in conformity
with US GAAP requires management to make estimates and assumptions that affect
the reported amount of assets and liabilities and 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. Management
routinely makes judgments and estimates about the effects of matters that are
inherently uncertain. Estimates that are critical to the accompanying financial
statements include the identification and valuation of assets and liabilities,
valuation of deferred tax assets, and the likelihood of loss contingencies.
Management bases its estimates and judgments on historical experience and on
various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Estimates and assumptions are revised periodically and the
effects of revisions are reflected in the financial statements in the period it
is determined to be necessary. Actual results could differ from these estimates.
Recent Accounting Pronouncements: In June 2009, the FASB issued Statement
No. 168, "The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles - a replacement of FASB Statement No.
162" ("SFAS 168"). SFAS 168 will become the source of authoritative U.S. GAAP to
be applied by nongovernmental entities. Rules and interpretive releases of the
Securities and Exchange Commission ("SEC") under authority of federal securities
laws are also sources of authoritative GAAP for SEC registrants. The
Codification will supersede all non-SEC accounting and reporting standards. All
other non-grandfathered non-SEC accounting literature not included in the
Codification will become non-authoritative. The Codification is effective for
interim and annual periods ending on or after September 15, 2009. Management is
currently evaluating the impact of adopting this statement.
In May 2009, the FASB issued SFAS No. 165, Subsequent Events ("SFAS 165"),
which provides general standards of accounting for and disclosure of events that
occur after the balance sheet date but before financial statements are issued or
are available to be issued. This topic was previously addressed only in auditing
literature. SFAS 165 is similar to the existing auditing guidance with some
exceptions that are not intended to result in significant changes to practice.
Entities are now required to disclose the date through which subsequent events
have been evaluated, with such date being the date the financial statements were
issued or available to be issued. SFAS 165 is effective on a prospective basis
for interim or annual reporting periods ending after June 15, 2009. Management
is currently evaluating the impact of adopting this statement.
There were no other accounting standards and interpretations issued
recently which are expected to 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.
8
<page>
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. As of June 30, 2009, the outstanding balance
of the note payable was $64,871. The original due date of June 30, 2008 was
extended to June 30, 2009, and effective June 30, 2009, the stockholder agreed
to modify the terms of the note to make it due on demand.
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. 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. As of June 30, 2009, outstanding borrowings under the agreement totaled
$61,347, including $9,115 borrowed during 2009.
The Company accrued interest expense of $4,836 on the two notes payable
during the six months ended June 30, 2009.
The Company's President periodically advances funds to the Company so that
it can meet its financial obligations. During 2009, the President advanced no
additional funds to the Company. As of June 30, 2009, the aggregate amounts
advanced, including amounts advanced and repayments 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. 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 carryforwards, if not used,
will expire in various years through 2029, and are 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 carryforwards. 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 Estimated Tax Change in
NOL Benefit from Valuation Valuation
Period Ending Carry-forward NOL Expires NOL Allowance Allowance Net Tax Asset
- ----------------- ------------- ----------- ------------- --------- --------- -------------
December 31, 2008 $500,000 Various $113,250 $(113,250) $ -- $ --
June 30, 2009 $9,990 2029 $2,250 $(2,250) $(2,250) $ --
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%
===========
The Company also paid franchise taxes and related fees totaling $nil in
2009 and $1,310 in 2008 to the State of California. At June 30, 2009 and
December 31, 2008, the Company had accrued franchise taxes and related fees
payable to the State of California totaling $1,200 and $800, respectively.
10
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 June 30, 2009 and compares
it to our financial condition at December 31, 2008. Finally, the discussion
summarizes the results of our operations for the six months ended June 30, 2009
and compares those results to the corresponding periods ended June 30, 2008.
This discussion and analysis should be read in conjunction with our audited
financial statements for the two years ended December 31, 2008, including
footnotes, and the discussion and analysis included in our Form 10-K.
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, including both finished garments and fabrics. Our
manufacturing facilities and inventories were primarily located in Europe. 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.
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 June 30, 2009, we had a working capital deficit of $154,123. We had no
current assets and current liabilities of $154,123. This represents a $14,826
increase in the deficit from the working capital deficit of $139,297 at December
31, 2008. During the six months ended June 30, 2009, our working capital deficit
increased because of costs incurred to revive our business and to meet the
ongoing reporting requirements for a public company. These costs were funded by
an increase in current liabilities.
We will need additional funding to achieve our ultimate goals. We do not believe
we are a candidate for conventional debt financing and in the past we have
relied on loans and advances from stockholders to fund our operations; however
we have no guarantee that our stockholders will be willing and able to fund all
of our future financing needs.
We entered into a note payable agreement with one of our stockholders effective
July 2, 2007. The note provides for borrowings up to the principal amount of
$64,871, is uncollateralized, and bears interest at an annual rate of 8%. We
issued 945,987 shares of our common stock as additional consideration for the
loan agreement. The original due date of June 30, 2008 was extended to June 30,
2009, and effective June 30, 2009, the stockholder agreed to modify the terms of
the note to make it due on demand.
On November 14, 2007, we entered into a loan agreement with our President and a
stockholder. The principal maximum amount that can be borrowed is $133,333. The
note is due on demand, is uncollateralized, bears interest at 8% per annum, 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 June 30, 2009, we had borrowed $61,403 under this arrangement and
the amount available for future borrowings was $71,930.
11
Our President has periodically advanced funds to us to meet our working capital
needs. As of June 30, 2009, we owe our President $5,334 for advances which are
uncollateralized, non-interest bearing and due on demand. During the six months
ended June 30, 2009, we incurred other obligations and liabilities which are
reflected in the accompanying balance sheet as accounts payable and accrued
expenses.
Net cash used in operating activities was $9,115 during the first six months of
2009 compared to cash used of $19,011 during the first six months of 2008. For
both periods, all of our cash needs were funded by related parties.
Results of Operations - Three Months Ended June 30, 2009 Compared to the Three
Months Ended June 30, 2008
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 June 30, 2009, we recorded a net loss of $4,405, or
$Nil per share, compared to a loss for the corresponding period of 2008 of
$6,399 or $Nil per share. In neither period did we report any revenue.
Operating expenses decreased to $1,688 for the three months ended June 30, 2009
compared to $4,084 during the comparable period of 2008. Operating expenses
decreased slightly for the three months ended June 30, 2009 because of the
relatively low level of activities undertaken in the current year.
During the three months ended June 30, 2009, we incurred interest expense of
$2,517 related to the notes payable to stockholders, compared to $2,125 for the
three months ended June 30, 2008. Interest expense increased as the note
balances increased from $117,159 reported at December 31, 2008 to $126,274 at
June 30, 2009.
Results of Operations - Six Months Ended June 30, 2009 Compared to the Six
Months Ended June 30, 2008
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 six months ended June 30, 2009, we recorded a net loss of $14,826, or
$Nil per share, compared to a loss for the corresponding period of 2008 of
$28,255 or $Nil per share. In neither period did we report any revenue.
Operating expenses decreased to $9,590 for the six months ended June 30, 2009
compared to $24,033 during the comparable period of 2008. Accounting and legal
fees decreased by $12,652 and investor relations expenses decreased by $1,791
because the process of updating our affairs and becoming current in our
reporting obligations was completed during 2008, and the costs incurred during
2009 are for meeting current reporting requirements for a public company.
12
During the six months ended June 30, 2009, we incurred interest expense of
$4,836 related to the notes payable to stockholders, compared to $4,032 for the
six months ended June 30, 2008. Interest expense increased as the note balances
increased from $117,159 reported at December 31, 2008 to $126,274 at June 30,
2009.
Off-Balance Sheet Arrangements
As of and subsequent to June 30, 2009, we have no off-balance sheet
arrangements.
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.
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-K, 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.
13
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 4. 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 June 30, 2009, 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 June 30, 2009 that
materially affected, or are reasonably likely to materially affect, our internal
controls over financial reporting.
14
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.
None
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.
15
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
--------------------------------------------------
Dated: August 18, 2009 By: Borivoje Vukadinovic, President, 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: August 18, 2009 By: Borivoje Vukadinovic, President, Director,
Chief Executive Officer and Chief Financial Officer
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