UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q/A
(Amendment No. 1)
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(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended November 30, 2012
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ___________ to ___________
RETROPHIN, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-53293
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26-2383102
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(State or other jurisdiction of
incorporation or organization)
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(Commission File No.)
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(I.R.S. Employer
Identification No.)
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777 Third Avenue, New York, NY, 100017
(Address of Principal Executive Offices)
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(212) 983-1310
(Issuer Telephone number)
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DESERT GATEWAY, INC.
414 SE Washington Blvd., #102, Bartlesville OK 74006
(Former Name or Former Address 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 ¨ No þ
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 (§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 þ No¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ
The records of the Transfer Agent correctly reflect the number of shares outstanding of the Registrant’s common stock as of February 28, 2013, was 12,067,182 shares of common stock.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 on Form 10–Q/A (this “Amendment”) to our Quarterly Report on Form 10-Q for the period ended November 30, 2012, filed with the Securities and Exchange Commission on March 6, 2013 (the “Original Report”), is solely to correct the date on the signature page to the Original Report and the dates of the Certifications annexed thereto as Exhibits 31 and 32, in each case from “March __, 2013” to “March 6, 2013”.
Except as described above, no other change has been made to the Original Report. The filing of this Amendment does not, and does not purport to, amend, update or restate the information in any other item of the Original Report or reflect any events that have occurred after such date.
Signature page to the Original Report:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Signature
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Title
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Date
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/s/ Martin Shkreli
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CEO and CFO
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March 6, 2013
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Martin Shkreli
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Signature
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Title
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Date
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/s/ Martin Shkreli
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CEO and CFO
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March 6, 2013
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Martin Shkreli
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Exhibit Index
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31
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Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002*
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32
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Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002*
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(101.INS)
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XBRL Instance Document**
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(101.SCH)
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XBRL Taxonomy Extension Schema Document**
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(101.CAL)
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XBRL Taxonomy Extension Calculation Linkbase Document**
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(101.DEF)
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XBRL Taxonomy Extension Definition Linkbase Document**
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(101.LAB)
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XBRL Taxonomy Extension Label Linkbase Document**
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(101.PRE)
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Taxonomy Extension Presentation Linkbase Document**
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* Filed herewith.
** Furnished with Retrophin, Inc.’s Form 10-Q for the period ended November 30, 2012 filed with the Securities and Exchange Commission on March 6, 2013.
EXHIBIT 31
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AND CHIEF FINANCIAL OFFICER
PURSUANT TO EXCHANGE ACT RULE 13a-14(a) OR 15d-14(a)
I, Martin Shkreli, certify that:
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Retrophin Inc. (f/k/a Desert Gateway, Inc.);
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2.
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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;
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3.
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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 registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are 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 registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our 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;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our 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
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(d)
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Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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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 registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: March 6, 2013
/s/ Martin Shkreli
Chief Executive Officer and
Chief Financial Officer
EXHIBIT 32
CERTIFICATION OF
CHIEF EXECUTIVE OFFICER AND
CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the accompanying Quarterly Report on Form 10-Q of Retrophin, Inc. (f/k/a Desert Gateway, Inc.) (the “Company”), for the quarter ending November 30, 2012 (the “Report”), the undersigned officer of the Company hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to such officer’s knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report, fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Dated: March 6, 2013
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RETROPHIN, INC
(f/k/a DESERT GATEWAY, INC.)
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By:
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/s/ Martin Shkreli
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Chief Executive Officer and
Chief Financial Officer
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