UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K/A
 
 (Amendment No. 1)
 
 ý  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For the fiscal year ended December 31, 2010
 
 o  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For the transition period from _______ to _______
 
 Commission File No.333-166171
 
 Respect Your Universe, Inc.
 (Exact name of registrant as specified in its charter)
 
 Nevada
26-0641026(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
 6533 Octave Avenue,Las Vegas, Nevada
89139(Address of principal executive offices)
(Zip Code)
 
 1-888-455-6183
 Registrant’s telephone number, including area code
 
 Securities registered pursuant to Section 12(b) of the Act:
NoneSecurities registered pursuant to Section 12(g) of the Act:
None
 
 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 o Yes    ý No
 
 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
 o Yes    ý No
 
 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 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.
 ý Yes    o 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 o Yes   o No (Not required)
 
 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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-K or any amendment to this Form 10-K.  ý
  
  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 o
Accelerated filer oNon-accelerated filer o
Smaller reporting company ý
 
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).   oYes   ýNo
 
 State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter:  $1,142,850 as of June 30, 2010 based on a value of $0.10 per share
 
 Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:  24,295,500 shares of common stock as of March 31, 2011
 
 
 
 
 EXPLANATORY NOTE
 
 Respect Your Universe, Inc. (the “Company”) is filing this Form 10-K/A to amend the cover sheet to its AnnualReport on Form10-K for the fiscal year ended December 31, 2010 that was originally filed on April 15, 2011 (the “Original Annual Report”) to correct its prior disclosure that it was a shell company as that term is defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (“34 Act”). In addition, as required by Rule 12b-15 under the 34 Act, currently dated certifications by the Company’s principal executive and financial officer are being provided as exhibits to this Form 10-K/A. The cover page of this Form 10-K/A correctly reports that the Company is not a shell company.
  The Original Annual Report has been revised solely to reflect the changes above. This Form 10-K/A speaks only as of the date the Original Annual Report was filed, and the Company has not undertaken herein to amend, supplement or update any information contained in the Original Annual Report to give effect to any subsequent events. Accordingly, this Form 10-K/A should be read in conjunction with the Original Annual Report and the Company’s other reports filed with the SEC subsequent to the filing of the Original Annual Report, including any amendments to those filings.
  Item 6
Exhibits
 
 
 Number
Exhibit31.1
Certification of Principal Executive and Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
Certification of Principal Executive and Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 SIGNATURES
 
 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 Respect Your Universe, Inc.Date:  June 13, 2011
/s/ John WoodJohn Wood, President and Chief Financial Officer