SEC Filing Summary
Registrant: The filing is for Retrospettiva, Inc., not Outdoor Holding Co. It is a unaudited Form 10-Q for the quarter ended June 30, 2011; the company described itself as a development-stage company with no operating business.
Financial results and position
- Revenue: $0 for the three and six months ended June 30, 2011, and for the comparable 2010 periods.
- Net loss: $11,554 for Q2 2011 versus $14,623 in Q2 2010, according to the statements of operations. The six-month loss was $15,953 versus $20,296.
- Expenses and interest: Six-month operating expenses were $9,354, down from $14,372. Six-month interest expense rose to $6,199 from $5,524. No operating margins are meaningful with no revenue.
- Cash flow and liquidity: Cash and current assets were $0 at June 30, 2011. Current liabilities and the working-capital deficit were each $218,569, up $15,953 from year-end 2010. The cash-flow statement reports $10,507 of operating cash use and $10,507 of financing inflows from officer advances for the six-month period; ending cash remained $0.
- Debt and obligations: Current liabilities included $162,187 of stockholder notes, $38,507 of accrued stockholder interest, $6,934 in officer advances, $9,741 in accounts payable, and $1,200 in accrued expenses. Stockholder notes are unsecured, bear 8% interest, and are payable on demand; one note is convertible at $0.10 per share. The officer advances are unsecured, non-interest-bearing, and due on demand.
- Equity: Stockholders’ deficit was $218,569. The company reported 14,425,903 common shares outstanding as of August 1, 2011. Basic and diluted loss per share was reported as nil.
Changes, outlook, and risks
- Management said losses were expected to continue until, if ever, the company begins generating revenue. It intended to pursue a merger, acquisition, or similar transaction but could not predict when or whether its objectives would be achieved.
- A proposed 2010 merger with NewGen BioPharma was terminated because contractual closing conditions were not satisfied.
- The company had no operations and no assets, negative working capital, and a stockholders’ deficit. Management and the auditor-related disclosure stated these conditions raised substantial doubt about the company’s ability to continue as a going concern. Management planned to continue SEC reporting and seek private-placement funding; future funding from stockholders was not assured.
- Management concluded disclosure controls and procedures were not effective as of June 30, 2011. It reported no material changes in internal control over financial reporting during the quarter.
- The filing reported no legal proceedings. Market and financing risks cited included economic conditions, interest rates and inflation, counterparties’ ability to perform, and the company’s ability to raise capital.
Important facts to verify
- Confirm the correct issuer: the supplied filing identifies Retrospettiva, Inc., although the request metadata names Outdoor Holding Co.
- Reconcile the filing’s inconsistent Q2 2010 figures: the statements report net loss of $14,623 and expenses of $11,563, while MD&A reports a net loss of $14,295 and expenses of $11,235.
- Reconcile operating cash use: the cash-flow statement reports $10,507 for the six months, while MD&A states $15,953.
- Verify the status and terms of the demand notes, potential conversion, and the company’s ability to obtain further financing, given the going-concern warning and zero cash.