UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.


                                    FORM 10-K/A-2

[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.

<PAGE>


EXPLANATORY NOTE

   This Amendment to Form 10-K includes revisions to Item 9A (T) which is set
forth in its entirety below and updated certifications included as
Exhibit No. 31.1 and 32.1.


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 not 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.

     As permitted by applicable SEC rules, this annual report does not include
an attestation report of the Company's independent registered public accounting
firm regarding internal control over financial reporting. Management's report,
which is included below, was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the SEC that
permit us to provide only management's report in this annual report.

     (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.

      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.


<PAGE>
     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.

     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.


<PAGE>
ITEM 15.   EXHIBITS

     The following exhibit is filed with this report:

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


     32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
          2002 for Borivoje Vukadinovic.



                                   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: August 14, 2009            By: Borivoje Vukadinovic, President, 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: August 14, 2009            By: Borivoje Vukadinovic, President, Director,
                                  Chief Executive Officer, and
                                  Chief Financial Officer