-----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, ME5WKMp2l4rHYW9DDWaKzjo4e56Bq1vIEDFzJGSxQZ2gNxuOuWNttJKF2/J3qbfY +QJdT/TLxzIbHIzqnOdtCA== 0001104659-08-010566.txt : 20080214 0001104659-08-010566.hdr.sgml : 20080214 20080214134218 ACCESSION NUMBER: 0001104659-08-010566 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070930 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 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: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 001-13101 FILM NUMBER: 08612530 BUSINESS ADDRESS: STREET 1: 8825 WEST OLYMPIC BLVD CITY: BEVERLY HILLS STATE: CA ZIP: 90211 MAIL ADDRESS: STREET 2: 8825 WEST OLYMPIC BLVD STATE: CA ZIP: 90211 10QSB 1 a08-4550_410qsb.htm 10QSB

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-QSB

 

(Mark One)

 

x

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the quarterly period ended: September 30, 2007

 

 

o

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

 

For the transition period from         to

 

RETROSPETTIVA, INC.

(Exact Name of Small Business Issuer 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

 

8825 West Olympic Boulevard, Beverly Hills, CA  90211

Former name, former address, and former fiscal year, if changed since last report

 

Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the last 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 o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  x   Noo

 

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 January 15, 2008.

 

Transitional Small Business Disclosure Format:  Yes  o  No   x

 

 

 


 


RETROSPETTIVA, INC.

 

Index

 

 

 

 

Page

 

 

 

 

Part I - FINANCIAL INFORMATION

 

 

 

 

 

 

 

Item 1.

Balance Sheets at September 30, 2007 (unaudited) And December 31, 2006

3

 

 

 

 

 

Statements of Operations (unaudited) for the three months ended September 30, 2007 and 2006

4

 

 

 

 

 

Statements of Operations (unaudited) for the nine months ended September 30, 2007 and 2006, and for the Development Period from October 11, 2006 to September 30, 2007

5

 

 

 

 

 

Statements of Cash Flows (unaudited) for the nine months ended September 30, 2007 and 2006, and for the Development Period from October 11, 2006 to September 30, 2007

6

 

 

 

 

 

Notes to Financial Statements (unaudited)

 

7

 

 

 

 

Item 2.

Management’s Discussion and Analysis or Plan of Operation

11

 

 

 

 

Item 3.

Controls and Procedures

14

 

 

 

 

Part II - OTHER INFORMATION

 

 

 

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

15

 

 

 

 

Item 6.

Exhibits

 

15

 

 

 

 

SIGNATURES

 

 

16

 

 

2


 


RETROSPETTIVA, INC.

(A Development Stage Company)

BALANCE SHEETS

 

 

 

September 30, 2007

 

December 31, 2006

 

 

 

(Unaudited)

 

(See Note 1)

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

 

$

 

Prepaid expenses

 

2,500

 

2,461

 

 

 

$

2,500

 

$

2,461

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

51,941

 

$

27,699

 

Judgment payable

 

165,060

 

165,060

 

Advances payable - related party

 

29,009

 

15,557

 

Note payable - related party

 

2,500

 

 

Accrued interest

 

47

 

 

Total current liabilities

 

248,557

 

208,316

 

 

 

 

 

 

 

 

 

Stockholders’ (deficit):

 

 

 

 

 

Preferred stock - authorized 1,000,000 shares:

 

 

 

 

 

No shares issued or outstanding

 

 

 

 

Common stock - no par value, 15,000,000 shares authorized:

 

 

 

 

 

4,425,903 shares issued and outstanding

 

6,893,766

 

6,892,820

 

Additional paid-in capital

 

230,000

 

230,000

 

Accumulated deficit through October 11, 2006

 

(7,302,235

)

(7,302,235

)

Accumulated deficit during the development stage

 

(67,588

)

(26,440

)

Total stockholders’ (deficit)

 

(246,057

)

(205,855

)

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ (deficit)

 

$

2,500

 

$

2,461

 

 

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, 2007 and 2006

(Unaudited)

 

 

 

2007

 

2006

 

 

 

 

 

 

 

Revenues

 

$

 

$

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

General and administrative:

 

 

 

 

 

Professional fees

 

1,082

 

 

Investor relations

 

8,777

 

 

Financing costs

 

946

 

 

Total expenses

 

10,805

 

 

 

 

 

 

 

Operating (loss)

 

(10,805

)

 

 

 

 

 

 

 

Interest (expense)

 

(47

)

 

 

 

 

 

 

 

Net (loss)

 

$

(10,852

)

$

 

 

 

 

 

 

 

Net (loss) per common share:

 

 

 

 

 

Basic and Diluted

 

$

(0.00

)

$

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

Basic and Diluted

 

4,405,338

 

3,479,916

 

 

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, 2007 and 2006

and for the Development Period from October 11, 2006 to September 30, 2007

(Unaudited)

 

 

2007

 

2006

 

Development Stage October 11, 2006 to September 30, 2007

 

 

 

 

 

 

 

 

 

Revenues

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

General and administrative:

 

 

 

 

 

 

 

Professional fees

 

31,378

 

 

56,393

 

Investor relations

 

8,777

 

 

9,402

 

Financing costs

 

946

 

 

946

 

Total expenses

 

41,101

 

 

66,741

 

 

 

 

 

 

 

 

Operating (loss)

 

(41,101

)

 

(66,741

)

 

 

 

 

 

 

 

 

Interest (expense)

 

(47

)

 

(47

)

 

 

 

 

 

 

 

 

Income before taxes

 

(41,148

)

 

(66,788

)

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

 

800

 

 

 

 

 

 

 

 

 

Net (loss)

 

$

(41,148

)

$

 

$

(67,588

)

 

 

 

 

 

 

 

 

Net (loss) per common share:

 

 

 

 

 

 

 

Basic and Diluted

 

$

(0.01

)

$

 

$

(0.02

)

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

Basic and Diluted

 

3,791,780

 

3,479,916

 

3,711,271

 

 

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, 2007 and 2006

and for the Development Period from October 11, 2006 to September 30, 2007

(Unaudited)

 

 

 

2007

 

2006

 

Development Stage October 11, 2006 to September 30, 2007

 

 

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net cash (used in) operating activities

 

$

(13,452

)

$

 

$

(29,009

)

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Net cash (used in) investing activities

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

Advances from related party

 

13,452

 

 

29,009

 

Net cash provided by financing activities

 

13,452

 

 

29,009

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and equivalents

 

 

 

 

 

 

 

 

 

 

 

 

Cash and equivalents at beginning of year

 

 

 

 

 

 

 

 

 

 

 

 

Cash and equivalents at end of year

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Information

 

 

 

 

 

 

 

Interest paid

 

$

 

$

 

$

 

Income taxes paid

 

$

5,952

 

$

 

$

6,752

 

 

 

 

 

 

 

 

 

Schedule of Non-cash Transactions:

 

 

 

 

 

 

 

Stock issued in exchange for financing fee

 

$

946

 

$

 

$

946

 

 

The accompanying notes are an integral part of these financial statements.

 

6


 


RETROSPETTIVA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

September 30, 2007

(Unaudited)

 

1.     Summary of Significant Accounting Policies

 

        Basis of Presentation:  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 310 of Regulation S-B.  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, 2007, results of operations for the three months and nine months ended September 30, 2007 and 2006, and cash flows for the nine months ended September 30, 2007 and 2006, 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 inventories 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 become current in its reporting obligations to the 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 established operating enterprises.  In addition, as a development stage enterprise, the Company discloses the deficit accumulated during the

 

 

7



 

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.

 

        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 2007 and 2006, 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  2007,  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 stockholders’ (deficits). 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 meets 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 delinquent financial reports with the Securities and Exchange Commission (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:

 

         During 2007, a related party advanced $13,452 to the Company so that it could meet its financial obligations.  As of September 30, 2007, the aggregate amounts advanced, including amounts advanced during previous periods, were $29,009.  These advances are due on demand, uncollateralized and bear no interest.

 

8



 

         Effective July 2, 2007, the Company entered into a note payable agreement with a related party that provides for borrowings up to the principal amount of $64,871.  The note is due June 30, 2008, 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 September 30, 2007, the Company received proceeds of $2,500 under this borrowing arrangement.  Proceeds from the note payable are being used to satisfy the Company’s working capital obligations.

 

        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.     Commitments and Contingencies

 

         Effective May 20, 2002, Emeryworld obtained a judgment against the Company in the amount of $165,060.  Effective October 26, 2007, the Company negotiated a settlement with Emeryworld that required a cash payment of $27,750.

 

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 2027, 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:

 

Period Ending

 

Estimated
NOL Carry
forward

 

NOL
Expires

 

Estimated Tax
Benefit from
NOL

 

Valuation
Allowance

 

Change in
Valuation
Allowance

 

Net Tax
Benefit

 

September 30, 2007

 

$

500,000

 

2027

 

$

113,250

 

$

(113,250

)

$

 

 

 

        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

 

(15.00

)%

State tax (benefit) net of federal benefit

 

(7.65

)%

Deferred income tax valuation allowance

 

22.65

%

Actual tax rate

 

0

%

 

 

9



 

6.     Subsequent Events

 

         Subsequent to September 30, 2007, the Company settled its dispute with Emeryworld and agreed to pay $27,750 in settlement of a judgment in the amount of $165,060.  A gain on settlement of $137,310 will be recorded in the quarter ended December 31, 2007.

 

         Subsequent to September 30, 2007, the Company received an additional $62,371 in proceeds from the note payable to a related party.  Effective November 14, 2007, the Company entered into a loan agreement with the President and a shareholder, that provides for borrowings up to the principal amount of $133,333.  The note is due on demand, is uncollateralized, and bears interest at an annual rate of 8%.  The Company issued 10,000,000 shares of its common stock as additional consideration for the note payable.  Subsequent to September 30, 2007, the Company received proceeds of $28,052 under this borrowing arrangement.

 

        Proceeds from the note payable are being used to satisfy the Company’s working capital obligations.

 

 

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 September 30, 2007 and compares it to our financial condition at December 31, 2006. Finally, the discussion summarizes the results of our operations for the three months and nine months ended September 30, 2007 and compares those results to the corresponding periods ended September 30, 2006.  This discussion and analysis should be read in conjunction with our audited financial statements for the two years ended December 31, 2006, 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 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 and began the process of updating our delinquent 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.

 

Our plan of operation is to update our affairs so that we 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, 2007, we had a working capital deficit of $(246,057).  We had current assets of $2,500 and current liabilities of $248,557.  This represents a $40,202 increase in the deficit from the working capital deficit of $(205,855) at fiscal year end December 31, 2006.  During the nine months ended September 30, 2007, 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.  At September 30, 2007, we had borrowed $2,500 under the loan.  Through September 30, 2007, we have accrued interest on this loan of $47.  We also issued 945,987 shares of our common stock as additional consideration for the loan agreement.  In addition, on November 14, 2007, we entered into a loan agreement with our President and a shareholder, that provides for borrowings up to the principal amount of $133,333.  The note is due on demand, is uncollateralized, and bears interest at an annual rate of 8%.  We issued 10,000,000 shares of its common stock as additional consideration for the note payable.  Subsequent to September 30, 2007, we received proceeds of $28,052 under this borrowing arrangement.

 

 

11



 

In addition, a shareholder has periodically advanced funds to us to meet our working capital needs.  As of September 30, 2007, we owe the shareholder $29.009 for advances which are non-interest bearing and due on demand.  During the nine months ended September 30, 2007, 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 written or firm agreement regarding financing.

 

All of our expenses are currently being funded by related parties.  During the development period from October 11, 2006 through September 30, 2007, we used net cash of $29,009 in operating activities, and we received advances from a related party of $29,009.  During the nine months ended September 30, 2007, we used net cash of $13,452 in operating activities, and we received advances from a related party of $13,452.  During the nine months ended September 30, 2006, cash was neither used nor provided by any of our activities.

 

Results of Operations — Three Months Ended September 30, 2007 Compared to the Three Months Ended September 30, 2006

 

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, 2007, we recorded a net loss of $(10,852), or $(0.00) per share, compared to a loss for the corresponding period of 2006 of $nil or $0.00 per share. In neither period did we report any revenue.

 

Operating expenses increased to $10,805 for the three months ended September 30, 2007 compared to $nil during the same period of 2006.  The increase primarily reflects increased professional fees and investor relations fees associated with updating our filings with the Securities and Exchange Commission.

 

Interest expense increased to $47 in 2007 compared to $nil in 2006, reflecting interest accrued on our note payable to a stockholder.

 

Results of Operations — Nine Months Ended September 30, 2007 Compared to the Nine Months Ended September 30, 2006

 

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, 2007, we recorded a net loss of $(41,148), or $(0.01) per share, compared to a loss for the corresponding period of 2006 of $nil or $0.00 per share. In neither period did we report any revenue.

 

Operating expenses increased to $41,101 for the nine months ended September 30, 2007 compared to $nil during the same period of 2006.  During 2007, we incurred legal fees in connection with our defense of a civil lawsuit filed against us that was dismissed in 2007.  In addition, we incurred professional fees and investor relations fees associated with updating our filings with the Securities and Exchange Commission.

 

 

12



 

Interest expense increased to $47 in 2007 compared to $nil in 2006, reflecting interest accrued on our note payable to a stockholder.

 

Forward-Looking Statements

 

This Form 10-QSB 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 exploration 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.

 

Risk Factors Impacting Forward-Looking Statements

 

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:

 

·                  The worldwide economic situation;

·                  Any change in interest rates or inflation;

·                  The willingness and ability of third parties to honor their contractual commitments;

·                  Our ability to raise additional capital, as it may be affected by current conditions in the stock market and competition for risk capital;

·                  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.

 

 

13



 

Item 3.  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 Chief Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.  As of September 30, 2007, under the supervision and with the participation of our Chief 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 Chief 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, 2007 that materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

 

 

14



 

PART II

 

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

 

During 2006 and 2007, Borivoje Vukadinovic advanced $29,009 to us so that we could meet our financial obligations.  In addition, effective July 2, 2007, we entered into a note payable agreement with Gary Agron that provides for maximum borrowings up to $64,871.  The note is due June 30, 2008, is uncollateralized, and bears interest at an annual rate of 8%.  During 2007, we received proceeds of $64,871 under the terms of this note. We issued 945,987 shares of our common stock as additional consideration for the note payable.

 

In November 2007, we entered into a loan agreement with Borivoje Vukadinovic and Gary Agron that provides for maximum borrowings up to $133,333.  The note is due on demand, is uncollateralized, and bears interest at an annual rate of 8%.  During 2007, we received proceeds of $28,052 under the terms.  We issued 10,000,000 shares of our common stock as additional consideration for the note payable.

 

Proceeds from the notes payable are being used to satisfy our working capital obligations

 

Item 6.  Exhibits.

 

a.  Exhibits

 

 

 

 

31

 

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Borivoje Vukadinovic.

32

 

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 Company caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

RETROSPETTIVA, INC.

 

 

 

 

 

 

/s/ Borivoje Vukadinovic

Dated: February 12, 2008

By: Borivoje Vukadinovic,

 

 

 

President and Principal Executive Officer

 

 

 

 

 

 

 

/s/ Borivoje Vukadinovic

Dated: February 12, 2008

By: Borivoje Vukadinovic,

 

Principal Financial Officer

 

 

 

 

 

 

 

16


 

EX-31 2 a08-4550_4ex31.htm EX-31

Exhibit 31

 

CERTIFICATION

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Borivoje Vukadinovic of Retrospettiva, Inc. (the “Company”), certify that:

 

1.             I have reviewed this 10-QSB of the Company;

 

2.             Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.             Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

 

4.             I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

 

a.             Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the Company is made known to me by others within those entities, particularly during the period in which this report is being prepared;

 

b.             Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c.             Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.             Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

 

5.             I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

 

a.             All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

 

b.             Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

 

Date:   February 13, 2008

 

Date:   February 13, 2008

 

 

 

 

 

/s/ Borivoje Vukadinovic

 

/s/ Borivoje Vukadinovic

Borivoje Vukadinovic

 

Borivoje Vukadinovic

 

President and Principal Executive Officer

 

Principal Financial Officer

 

 


 

EX-32 3 a08-4550_4ex32.htm EX-32

Exhibit 32

 

CERTIFICATION

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

                I, Borivoje Vukadinovic, Principal Executive Officer and Principal Financial Officer of Retrospettiva, Inc. (the “Company”) certify that:

 

                1.  I have reviewed the quarterly report on Form 10-QSB of the Company;

 

                2.  Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; and

 

                3.  Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the period presented in this quarterly report.

 

Date:  February 13, 2008

 

 

 

 

 

/s/ Borivoje Vukadinovic

 

 

 

 

Borivoje Vukadinovic

 

 

 

 

Principal Executive Officer

 

 

 

 

 

 

 

 

 

/s/ Borivoje Vukadinovic

 

 

 

 

Borivoje Vukadinovic

 

 

 

 

Principal Financial Officer

 

 

 

 

 

 


 

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