-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KuGUr4IQvxcSlc8CgM9kNjTyZsmGyb9wPvwEnkR3RNAvFcp9MB+SJ7Rd2n+lqc9x Zj7mqQxMNcxEBob/QhVThA== 0001079973-09-000726.txt : 20091113 0001079973-09-000726.hdr.sgml : 20091113 20090729163609 ACCESSION NUMBER: 0001079973-09-000726 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081231 FILED AS OF DATE: 20090729 DATE AS OF CHANGE: 20090930 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RETROSPETTIVA INC CENTRAL INDEX KEY: 0001015383 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', AND JUNIORS OUTERWEAR [2330] IRS NUMBER: 954298051 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-13101 FILM NUMBER: 09970608 BUSINESS ADDRESS: STREET 1: 112 WEST 9TH STREET, SUITE 518 CITY: LOS ANGELES STATE: CA ZIP: 90015 BUSINESS PHONE: 213-623-9216 MAIL ADDRESS: STREET 1: 112 WEST 9TH STREET, SUITE 518 CITY: LOS ANGELES STATE: CA ZIP: 90015 10-K/A 1 retro_10ka-123108.txt FORM 10-K AMENDMENT NO 1 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. ------------------- (Exact name of registrant as specified in its charter) California 95-4298051 ---------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 112 West 9th Street, Suite 518, Los Angeles, CA 90015 - ----------------------------------------------- ----- (Address of principal executive offices) (Zip Code) (213) 623-9216 -------------- (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 ------------------------- (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. 3 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. 4 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: 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 ----------------------------------- Dated: July 29, 2009 By: Borivoje Vukadinovic, Director, Chief Executive Officer, and Chief Financial Officer 5 CORRESP 2 filename2.txt Correspondence LAW OFFICE OF GARY A. AGRON 5445 DTC Parkway, Suite 520 Greenwood Village, Colorado 80111 Telephone: (303) 770-7254 Facsimile: (303) 770-7257 gaa@agronlaw.com July 27, 2009 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 RE: Retrospettiva, Inc. Form 10-K for Fiscal Year Ended December 31, 2008 Filed April 15, 2009 File Number 001-13101 Attn: Raquel Howard Dear Ms. Howard: In response to the Staff's comment letter dated May 8, 2009 in connection with Retrospettiva, Inc. (the "Company"), please be advised as follows: 1. We will amend our Form 10-K to indicate that in Management's opinion, our disclosure and controls were not effective as of the end of the period covered by the report (December 31, 2008). 2. We will include a statement in all future filings in substantially the form set forth in the Staff's comment 2 to us. 3. We will file a Form 8-K changing our accountants from AJ Robbins, PC to Schumacher & Associates, Inc.. Our amended Form 10-K and our Form 8-K will be filed over Edgar within ten (10) business days from the date of this letter. Very truly yours, /s/ Gary A. Agron ----------------- Gary A. Agron -----END PRIVACY-ENHANCED MESSAGE-----