UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C.






FORM 10-K




ý

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2012o

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

incorporation or organization)

(I.R.S. Employer

Identification No.)1251 Point View Street, Los Angeles, CA

90035(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/ATitle 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 o  No ý




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  ý  No o




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  ý  No o





Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 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-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  o





Non-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 Exchange Act).  ýYesoNo




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 $63,348.




As of March 31, 2013 there were 14,425,903 shares of Common Stock outstanding.






DOCUMENTS INCORPORATED BY REFERENCE:  None.
















TABLE OF CONTENTS











PART IITEM 1:

BUSINESS
3ITEM 1A

RISK FACTORS
8ITEM 1B

UNRESOLVED STAFF COMMENTS
8ITEM 2:

PROPERTIES
8ITEM 3:

LEGAL PROCEEDINGS
9ITEM 4:

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSPART IIITEM 5:

MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND PURCHASES OF EQUITY SECURITIES
9ITEM 6:

SELECTED FINANCIAL DATA
10ITEM 7:

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
10ITEM 8:

FINANCIAL STATEMENTS
14ITEM 9:

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
25ITEM 9A(T):

CONTROLS AND PROCEDURES
25ITEM 9B:

OTHER INFORMATION
26PART IIIITEM 10:

DIRECTORS, EXECUTIVE OFFICERS,AND CORPORATE GOVERNANCE
27ITEM 11:

EXECUTIVE COMPENSATION
28ITEM 12:

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
29ITEM 13:

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
29ITEM 14:

PRINCIPAL ACCOUNTING FEES AND SERVICES
30PART IVITEM 15:

EXHIBITS
30SIGNATURES
31




ADDITIONAL INFORMATION




Descriptions of agreements or other documents contained in this report are intended as summaries and are not necessarily complete. Please refer to the agreements or other documents filed or incorporated herein by reference as exhibits. Please see the exhibit index at the end of this report for a complete list of those exhibits.







1




SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS




This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties and are based on the beliefs and assumptions of management and information currently available to management. The use of words such as “believes”, “expects”, “anticipates”, “intends”, “plans”, “estimates”, “should”, “likely” or similar expressions, indicates a forward-looking statement.





The identification in this report of factors that may affect future performance and the accuracy of forward-looking statements is meant to be illustrative and by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty.





Factors that could cause actual results to differ materially from those expressed or implied by forward-looking statements include, but are not limited to:







•
The worldwide economic situation;


•
Any change in interest rates or inflation;


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


•
The Company’s ability to raise additional capital, as it may be affected by current conditions in the stock market and competition for risk capital;


•
The Company’s capital costs, as they may be affected by delays or cost overruns;


•
The Company’s costs of production;


•
Environmental and other regulations, as the same presently exist or may later be amended;


•
The Company’s ability to identify, finance and integrate any future acquisitions; and


•
The volatility of the Company’s stock price.







2


PART I






ITEM 1.   BUSINESS.




Overview




Retrospettiva, Inc. was organized under the laws of the State of California in November, 1990 for the purpose of manufacturing and importing textile products, including finished garments and fabrics.  Our manufacturing facilities and inventories were primarily located in Europe.  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 operations and liquidated all of our assets.





From 2002 until 2006, the Company was dormant.  Effective October 11, 2006 (commencement of new development stage), the Company commenced activities to become current in reporting with the SEC with the intention to become a publicly traded company. Retrospettiva intends to evaluate, structure and complete a merger with, or acquisition of, one or a small number of private companies, partnerships or sole proprietorships. Retrospettiva may seek to acquire a controlling interest in one or more private companies in contemplation of later completing an acquisition.





Retrospettiva believes that there is a demand by non-public corporations for shell corporations that have a public distribution of securities, such as Retrospettiva. Retrospettiva believes that demand for shell corporations has increased dramatically since the Securities and Exchange Commission, (SEC), imposed additional requirements upon "blank check" companies pursuant to Reg. 419 of the Securities Act of 1933, as amended. According to the SEC, Rule 419 was designed to strengthen regulation of securities offerings by blank check companies, which Congress has found to have been a common vehicle for fraud and manipulation in the penny stock market. See Securities Act Releases No. 6891 (April 17, 1991), 48 SEC Docket 1131 and No. 6932 (April 13, 1992) 51 Docket 0382, SEC Docket 0382. The foregoing regulation has substantially decreased the number of "blank check" offerings filed with the SEC, and as a result has stimulated an increased demand for shell corporations. While Retrospettiva has made the foregoing assumption, there is no assurance that the same is accurate or correct and, accordingly, no assurance that Retrospettiva will merge with or acquire an existing private entity.




General




Retrospettiva proposes to seek, investigate and, if warranted, acquire an interest in one or more business opportunity ventures. As of the date hereof, Retrospettiva has no business opportunities or ventures under contemplation for acquisition or merger but proposes to investigate potential opportunities with investors or entrepreneurs with a concept which has not yet been placed in operation, or with firms which are developing companies. Retrospettiva may seek established businesses which may be experiencing financial or operational difficulties and are in need of the limited additional capital Retrospettiva could provide. After Retrospettiva has completed a merger or acquisition, the surviving entity would be Retrospettiva; however, management from the acquired entity would in all likelihood be retained to operate Retrospettiva. Due to the absence of capital available for investment by Retrospettiva, the types of business seeking to be acquired by Retrospettiva will invariably be small and high risk types of businesses. In all likelihood, a business opportunity will involve the acquisition of or merger with a corporation which does not need additional cash but which desires to establish a public trading market for its common stock.





3


Retrospettiva does not propose to restrict its search for investment opportunities to any particular industry or geographical location and may, therefore, engage in essentially any business, anywhere, to the extent of its limited resources.





It is anticipated that business opportunities will be available to Retrospettiva and sought by Retrospettiva from various sources throughout the United States, including its officers and directors, professional advisors such as attorneys and accountants, securities broker dealers, venture capitalists, members of the financial community, other businesses and others who may present solicited and unsolicited proposals. Management believes that business opportunities and ventures will become available to it due to a number of factors, including, among others: (1) management's willingness to enter into unproven, speculative ventures; (2) management's contacts and acquaintances; and (3) Retrospettiva's flexibility with respect to the manner in which it may structure potential financing, mergers or acquisitions. However, there is no assurance that Retrospettiva will be able to structure, finance, merge with or acquire any business opportunity or venture.




Operation of Retrospettiva




Retrospettiva intends to search throughout the United States for a merger or acquisition candidate; however, because of its lack of capital, Retrospettiva believes that the merger or acquisition candidate will be conducting business within limited geographical area.





Retrospettiva's executive officers will seek acquisition/merger candidates or orally contact individuals or broker dealers and advise them of the availability of Retrospettiva as an acquisition candidate. Retrospettiva's executive officers will review material furnished to them by the proposed merger or acquisition candidates and will ultimately decide if a merger or acquisition is in the best interests of Retrospettiva and its shareholders.





Retrospettiva may employ outside consultants until a merger or acquisition candidate has been targeted by Retrospettiva, however, management believes that it is impossible to consider the criteria that will be used to hire such consultants. While Retrospettiva may hire independent consultants, it has not considered any criteria regarding their experience, the services to be provided, or the term of service. As of the date hereof, Retrospettiva has not had any discussions with any consultants and there are no agreements or understandings with any consultants. Other than as disclosed herein, there are no other plans for accomplishing the business purpose of Retrospettiva.





Selection of Opportunities





The analysis of new business opportunities will be undertaken by or under the supervision of Retrospettiva's executive officers and directors who are not professional business analysts and have had little previous training or experience in business analysis. In as much as Retrospettiva will have no funds available to it in its search for business opportunities and ventures, Retrospettiva will not be able to expend significant funds on a complete and exhaustive investigation of such business or opportunity. Retrospettiva will, however, investigate, to the extent believed reasonable by its management, such potential business opportunities or ventures.





4


As part of Retrospettiva's investigation, representatives of Retrospettiva will meet personally with management and key personnel of the firm sponsoring the business opportunity, visit and inspect plants and facilities, obtain independent analysis or verification of certain information provided, check references of management and key personnel, and conduct other reasonable measures, to the extent of Retrospettiva's limited financial resources and management and technical expertise.





Prior to making a decision to recommend to shareholders participation in a business opportunity or venture, Retrospettiva will generally request that it be provided with written materials regarding the business opportunity containing such items as a description of products, services and company history, management resumes, financial information, available projections with related assumptions upon which they are based, evidence of existing patents, trademarks or service marks or rights thereto, current and proposed forms of compensation to management, a description of transactions between the prospective entity and its affiliates during relevant periods, a description of current and required facilities, an analysis of risks and competitive conditions, and other information deemed relevant.





It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and costs for accountants, attorneys and others. Retrospettiva's executive officers anticipate funding Retrospettiva's operations, including providing funds necessary to search for acquisition candidates, until an acquisition candidate is found, without regard to the amount involved. Accordingly, no alternative cash resources have been explored.





Retrospettiva will have unrestricted flexibility in seeking, analyzing and participating in business opportunities. In its efforts, Retrospettiva will consider the following kinds of factors:





·
Potential for growth, indicated by new technology, anticipated market expansion or new products;


·
Competitive position as compared to other firms engaged in similar activities;


·
Strength of management;


·
Capital requirements and anticipated availability of required funds from future operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources; and


·
Other relevant factors.





Potentially available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Potential investors must recognize that due to Retrospettiva's limited capital available for investigation and management's limited experience in business analysis, Retrospettiva may not discover or adequately evaluate adverse facts about the opportunity to be acquired.





Retrospettiva is unable to predict when it may participate in a business opportunity. It expects, however, that the analysis of specific proposals and the selection of a business opportunity may take several months or more. Retrospettiva does not plan to raise any capital at the present time, by private placements; public offerings, pursuant to Regulation S promulgated under the Securities Act, or by any means whatsoever. Further, there are no plans, proposals, arrangements or understandings with respect to the sale or issuance of additional securities prior to the identification of an acquisition or merger candidate.





5


Form of Merger or Acquisition





The manner in which Retrospettiva participates in an opportunity will depend upon the nature of the opportunity, the respective needs and desires of Retrospettiva and the merger or acquisition candidate, and the relative negotiating strength of Retrospettiva and such merger or acquisition candidate. The exact form or structure of Retrospettiva's participation in a business opportunity or venture will be dependent upon the needs of the particular situation. Retrospettiva's participation may be structured as an asset purchase, a lease, a license, a joint venture, a partnership, a merger or an acquisition of securities.





As set forth above, Retrospettiva may acquire its participation in a business opportunity through the issuance of common stock or other securities in Retrospettiva. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called "tax free" reorganization under Section 368(a)(1) of the Internal Revenue Code of 1954, as amended, may depend upon the issuance to the shareholders of the acquired company of at least 80% of the common stock of the combined entities immediately following the reorganization. If a transaction were structured to take advantage of these provisions rather than other "tax free" provisions provided under the Internal Revenue Code, all prior shareholders may, in such circumstances, retain 20% or less of the total issued and outstanding common stock. If such a transaction were available to Retrospettiva, it will be necessary to obtain shareholder approval to effectuate a reverse stock split or to authorize additional shares of common stock prior to completing such acquisition. This could result in substantial additional dilution to the equity of those who were shareholders of Retrospettiva prior to such reorganization. Further, extreme caution should be exercised by any investor relying upon any tax benefits in light of the proposed new tax laws. It is possible that no tax benefits will exist at all. Prospective investors should consult their own legal, financial and other business advisors.





The present management and shareholders of Retrospettiva will in all likelihood not have control of a majority of the voting shares of Retrospettiva following a reorganization transaction. In fact, it is probable that the shareholders of the acquired entity will gain control of Retrospettiva. The terms of sale of the shares presently held by management of Retrospettiva may not be afforded to other shareholders of Retrospettiva. As part of any transaction, Retrospettiva's directors may resign and new directors may be appointed without any vote by the shareholders.





Retrospettiva has an unwritten policy that it will not acquire or merge with a business or company in which Retrospettiva's management or their affiliates or associates directly or indirectly have an ownership interest. Management is not aware of any circumstances under which the foregoing policy will be changed and management, through their own initiative, will not change said policy.





Pursuant to regulations promulgated under the Securities Exchange Act of1934, as amended, Retrospettiva will be required to obtain and file with the SEC audited financial statements of an acquisition candidate not later than 71 days from the date the Form 8-K is due at the SEC disclosing the merger or acquisition.





Rights of Dissenting Shareholders





Under the Colorado Business Corporation Act, a business combination typically requires the approval of a majority of the outstanding shares of both participating companies. Shareholders who vote against any business combination in certain instances may be entitled to dissent and to obtain payment for their shares pursuant to Sections 7-113-102 and 7-113-103 of the Colorado Business Corporation Act. The requirement of approval of Retrospettiva's shareholders in any business combination is limited to those transactions identified as a merger or a consolidation. A business combination identified as a share exchange under which Retrospettiva would be the survivor does not require the approval of Retrospettiva's shareholders, nor does it entitle shareholders to dissent and obtain payment for their shares. Accordingly, unless the acquisition is a statutory merger, requiring shareholder approval, Retrospettiva will not provide shareholders with a disclosure document containing audited or unaudited financial statements, prior to such acquisition.





6


Prior to any business combination for which shareholder approval is required, Retrospettiva intends to provide its shareholders complete disclosure documentation concerning the business opportunity or target company and its business. Such disclosure will in all likelihood be in the form of a proxy statement which will be distributed to shareholders at least 20 days prior to any shareholder meeting.





None of Retrospettiva's officers, directors, promoters, their affiliates or associates have had any preliminary contact or discussions with, and there are no present plans, proposals, arrangements or understandings with, any representatives of the owners of any business or company regarding the possibility of an acquisition or merger transaction contemplated in this report.





Not an "Investment Adviser"





Retrospettiva is not an "investment adviser" under the Federal Investment Advisers Act of 1940, which classification would involve a number of negative considerations. Accordingly, Retrospettiva will not furnish or distribute advice, counsel, publications, writings, analysis or reports to anyone relating to the purchase or sale of any securities within the language, meaning and intent of Section 2(a)(11) of the Investment Advisers Act (15 U.S.C. 80b2(a)(11)).





Not an "Investment Company"





Retrospettiva may become involved in a business opportunity through purchasing or exchanging the securities of such business. Retrospettiva does not intend, however, to engage primarily in such activities and is not registered as an "investment company" under the Federal Investment Company Act of 1940. Retrospettiva believes such registration is not required.





Retrospettiva must conduct its activities so as to avoid becoming inadvertently classified as a transient "investment company" under the Federal Investment Company Act, which classification would affect Retrospettiva adversely in a number of respects. Section 3(a) of the Investment Company Act provides the definition of an "investment company" which excludes an entity which does not engage primarily in the business of investing, reinvesting or trading in securities, or which does not engage in the business of investing, owning, holding or trading “investment securities" (defined as "all securities other than United States government securities or securities of majority-owned subsidiaries",) the value of which exceeds 40% of the value of its total assets (excluding government securities, cash or cash items). Retrospettiva intends to implement its business plan in a manner which will result in the availability of this exemption from the definition of "investment company." Retrospettiva proposes to engage solely in seeking an interest in one or more business opportunities or ventures.





Effective January 14, 1981, the SEC adopted Rule 3a-2 which deems that an issuer is not engaged in the business of investing, reinvesting, owning, holding or trading in securities for purposes of Section 3(a)(1) cited above if, during period of time not exceeding one year, the issuer has a bona fide intent to be engaged primarily, or as soon as reasonably possible (in any event by the termination of a one year period of time), in a business other than that of investing, reinvesting, owning, holding or trading in securities and such intent is evidenced by Retrospettiva's business activities and appropriate resolution of Retrospettiva's Board of Directors duly adopted and duly recorded in the minute book of Retrospettiva. The Rule 3a-2 "safe harbor" may not be relied on more than one single time.




7


Reports to Security Holders.




Retrospettiva is subject to reporting obligations under the Exchange Act. These obligations include an annual report under cover of Form 10-K, with audited financial statements, unaudited quarterly reports and the requisite proxy statements with regard to annual shareholder meetings. The public may read and copy any materials Retrospettiva files with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information of the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0030.The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.




Office




Our principal executive offices are located at 1251 Point View Street, Los Angeles, CA 90035, and our telephone number is (213) 623-9216.  We share office space with our President.  Our office needs are minimal and we do not pay rent for the shared office space.  We expect to share office space with our officers or directors until we complete a business combination.




Employees




We currently have no salaried employees and none of our officers, directors or principle stockholders are currently receiving any compensation for their services. Management expects to use consultants, attorneys and accountants as necessary, and does not anticipate a need to engage any full-time employees so long as it is seeking and evaluating business opportunities. The need for employees and their availability will be addressed in connection with the decision whether or not to acquire or participate in a specific business opportunity.




ITEM 1A.    RISK FACTORS




Not required.




ITEM 1B.    UNRESOLVED STAFF COMMENTS




None.




ITEM 2.    PROPERTIES




Retrospettiva owns no property.




Retrospettiva 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.




ITEM 3.    LEGAL PROCEEDINGS




We are not currently subject to any legal proceedings, and to the best of our knowledge, no such proceeding is threatened, the results of which would have a material impact on our results of operation or financial condition. Nor, to the best of our knowledge, are any of our officers or directors involved in any legal proceedings in which we are an adverse party.






8


ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS




None.




PART II




ITEM 5.    MARKET FOR COMMON EQUITY. RELATED STOCKHOLDER MATTERS AND PURCHASES OF EQUITY SECURITIES




Market Information




Information about our common stock is reported by OTC Markets Group, Inc. at www.otcmarkets.com.  OTC Markets Group, Inc. is a provider of trading systems, pricing, and financial information for over the counter (OTC) markets.  OTC Markets Group, Inc. provides broker-dealers, market data providers, issuers and investors with software and information services that improve the transparency and efficiency of the OTC markets.  The table below sets forth the high and low prices of our common stock as reflected by OTC Markets Group, Inc. for the period from January 1, 2011 to December 31, 2012.  Quotations represent prices between dealers, do not include retail markups, markdowns or commissions, and do not necessarily represent prices at which actual transactions were effected.




Year Ending

High


LowDecember 31, 2012First Quarter

$
0.01


$
0.01Second Quarter

$
0.05


$
0.01Third Quarter

$
0.02


$
0.01Fourth Quarter

$
0.03


$
0.02December 31, 2011First Quarter

$
0.010


$
0.035Second Quarter

$
0.090


$
0.030Third Quarter

$
0.0438


$
0.020Fourth Quarter

$
0.0438


$
0.012





On March 25, 2013, the “best bid” and “best ask” quotations by OTC Markets Group, Inc.  were $0.02 and $0.02, respectively, and a volume of 35,000 shares was reported.




Holders




As of March 22, 2013 a total of 14,425,903 shares of our common stock were outstanding and there were approximately 72 holders of record.




9


Penny Stock Rules





Due to the price of our common stock, as well as the fact that we are not listed on Nasdaq or a national securities exchange, our stock is characterized as "penny stocks" under applicable securities regulations. Our stock will therefore be subject to rules adopted by the Securities and Exchange Commission (“SEC”) regulating broker-dealer practices in connection with transactions in penny stocks. The broker or dealer proposing to effect a transaction in a penny stock must furnish his customer a document containing information prescribed by the SEC and obtain from the customer an executed acknowledgment of receipt of that document. The broker or dealer must also provide the customer with pricing information regarding the security prior to the transaction and with the written confirmation of the transaction. The broker or dealer must also disclose the aggregate amount of any compensation received or receivable by him in connection with such transaction prior to consummating the transaction and with the written confirmation of the trade. The broker or dealer must also send an account statement to each customer for which he has executed a transaction in a penny stock each month in which such security is held for the customer's account. The existence of these rules may have an effect on the price of our stock, and the willingness of certain brokers to effect transactions in our stock.




Transfer Agent




We have appointed Corporate Stock Transfer, Inc. (“CST”) as the transfer agent for our common stock. The principal office of CST is located at 3200 Cherry Creek Drive South, Suite 430, Denver, CO  80209 and its telephone number is (303) 282-4800.




Dividend Policy




We have never declared or paid dividends on our common stock. Payment of future dividends, if any, will be at the discretion of our Board of Directors after taking into account various factors, including the terms of any credit arrangements, our financial condition, operating results, current and anticipated cash needs and plans for expansion. At the present time, we intend to retain any earning in our business, and therefore do not anticipate paying dividends in the foreseeable future.





Recent Sales of Unregistered Securities; Use of Proceeds From Unregistered Securities





None.





ITEM 6.    SELECTED FINANCIAL DATA





Not required.





ITEM 7.    MANAGEMENTS’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION





Introduction





The following discussion updates our plan of operation for the next twelve months.  This discussion also analyzes our financial condition at December 31, 2012 and compares it to our financial condition at December 31, 2011.  This discussion summarizes the results of our operations for the year ended December 31, 2012 and compares those results to the year ended December 31, 2011.





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, including both finished garments and fabrics.  Our manufacturing facilities and inventories were primarily located in Europe.  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.





10


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 it charter.





We have updated our affairs and 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.





Capital Investment





We do not anticipate any significant capital expenditures for at least the next twelve months.





Liquidity and Capital Resources





As of December 31, 2012, we had a working capital deficit of $(260,157).  We had no current assets and current liabilities were $260,157.  This represents a $31,298 increase in the deficit from the working capital deficit of $(228,859) reported at December 31, 2011.  During the year ended December 31, 2012, our working capital deficit increased because of costs incurred to revive our business and to meet the ongoing reporting requirements for a public company.  These costs were funded by an increase in current liabilities.





On September 22, 2008, our stockholders approved an increase in authorized shares of no par value common stock from 15,000,000 shares to 100,000,000 shares.  The increase in the number of authorized shares of common stock may assist us in future financing and will provide sufficient authorized shares of common stock to permit conversion of our shares of preferred stock, and our convertible note payable into common stock.





We will need additional funding to achieve our ultimate goals.  We do not believe we are a candidate for conventional debt financing and in the past we have relied on loans and advances from stockholders to fund our operations; however we have no guarantee that our stockholders will be willing and able to fund all of our future financing needs.





We entered into a note payable agreement with one of our stockholders effective July 2, 2007.  The note provides for borrowings up to the principal amount of $64,871, is uncollateralized, and bears interest at an annual rate of 8%.  We issued 945,987 shares of our common stock as additional consideration for the loan agreement.  During 2007 we received proceeds of $64,871 under this agreement.  The original due date of June 30, 2008 was extended, and effective June 30, 2009, the stockholder agreed to modify the terms of the note to make it due on demand.





On November 14, 2007, we entered into a loan agreement with our President and a stockholder.  The principal maximum amount that can be borrowed under this agreement is $133,333.  The loan is due on demand, is uncollateralized, bears interest at 8% per annum, and is convertible into restricted common stock at $0.10 per share.  We issued 10,000,000 shares of common stock as additional consideration for the note payable.  As of December 31, 2012, we had borrowed $118,025 under this arrangement and the amount available for future borrowings was $15,308.





11


Our President has periodically advanced funds to us to meet our working capital needs.  As of December 31, 2012, we owe our President $6,934 for advances which are uncollateralized, non-interest bearing and due on demand.  During 2012 we incurred other obligations and liabilities which are reflected in the accompanying balance sheet as accounts payable and accrued liabilities.





Net cash used in operating activities was $16,023 during the year ended December 31, 2012, compared to $15,195 used during 2011.  For both years, all of our expenses were funded by related parties.




Results of Operations - Year Ended December 31, 2012 Compared to Year Ended December 31, 2011




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 year ended December 31, 2012, we recorded a net loss of $(31,299), or $nil per share, compared to a net loss for 2011 of $(26,243) or $nil per share.  In neither period did we report any revenue.





Operating expenses increased to $16,339 for the year ended December 31, 2012, compared to $12,606 for 2011, a difference of $3,733.  Accounting and auditing fees increased by $737 during 2012and investor relations expenses increased by $2,996.  Generally, the costs we incur are for meeting current reporting requirements for a public company.  There was no significant change in the nature of our activities during 2012.




During 2012, we incurred interest expense of $14,160 related to the notes payable to stockholders, compared to $12,837 incurred in 2011.  Interest expense increased as the note balances increased from $166,874 reported at December 31, 2011, to $182,897 at December 31, 2012.




Off-Balance Sheet Arrangements





As of and subsequent to December 31, 2012, we have no off-balance sheet arrangements.




Forward-Looking Statements




This Form 10-K 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 business development that we contemplate or have completed, such as increased revenues; and





12


- 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.










13




ITEM 8.    FINANCIAL STATEMENTS




Index to Financial Statements:Report of Independent Registered Public Accounting Firm for Fiscal Year Ended 2011 and 2010
15Balance Sheets as of December 31,2012 and 2011
16Statements of Operations for the years ended December 31, 2012 and2011, and

for the Development Period from October 11, 2006 to December 31, 2012
17Statement of Changes in Stockholders’ (Deficit) for theDevelopmentPeriod from

October 11, 2006 to December 31, 2012
18Statements of Cash Flows for the years ended December 31, 2012 and2011, and

for the Development Period from October 11, 2006 to December 31, 2012
19Notes to Financial Statements
20
















14







Board of Directors and Shareholders
 Retrospettiva, Inc.
 Los Angeles, California
   We have audited the accompanying balance sheets of Retrospettiva, Inc. as of December 31, 2011 and 2010 and the related statements of operations, changes in stockholders’ (deficit) and cash flows for the years ended December 31, 2011 and 2010, and for the period from October 11, 2006 (commencement of development stage) to December 31, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based upon our audits.
  We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
  In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Retrospettiva, Inc. as of December 31, 2011 and 2010, and the results of its operations and its cash flows for the years ended December 31, 2011 and 2010 and for the period from October 11, 2006 (commencement of development stage) to December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.
  The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 2, the Company has recurring losses, has negative working capital and has a total stockholder’s deficit, which raises substantial doubt about its ability to continue as a going concern. Management's plan in regard to this matter is also discussed in Note 2. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
 
  /s/ Schumacher & Associates, Inc.April 16, 2012Denver, Colorado


15




RETROSPETTIVA, INC.
 (A Development Stage Company)
 BALANCE SHEETS


December 31, 2012


December 31, 2011(Unaudited)


(Audited)ASSETSCurrent assets:Total current assets

$
-


$
-LIABILITIES AND STOCKHOLDERS' (DEFICIT)Current liabilities:Accounts payable

$
9,521


$
8,305Accrued expenses


1,500



1,600Advances payable - officer


6,934



6,934Notes payable - stockholders


182,897



166,874Accrued interest - stockholders


59,305



45,146Total current liabilities


260,157



228,859Commitments and contingencies (Notes 1, 2, 3, and 5)Stockholders' (deficit):Preferred stock - no par value, authorized 1,000,000 shares:No shares issued or outstanding


-



-Common stock - no par value, 100,000,000 shares authorized:14,425,903 shares issued and outstanding


6,903,766



6,903,766Additional paid-in capital


230,000



230,000Accumulated deficit through October 11, 2006


(7,302,235
)


(7,302,235
)(Accumulated deficit) during development stage


(91,688
)


(60,390
)Total stockholders' (deficit)


(260,157
)


(228,859
)Total liabilities and stockholders' (deficit)

$
0.00


$
0.00









16


RETROSPETTIVA, INC.


(A Development Stage Company)


STATEMENTS OF OPERATIONS


for the twelve months ended December 31, 2012 and 2011


and for the Development Period from October 11, 2006 to December 31, 2012




Development PeriodOctober 11, 20062012


2011


to December 31, 2012(Unaudited)


(Audited)


(Unaudited)Revenues

$
-


$
-


$
-Expenses:General and administrative:Financing costs


-



-



2,917Consulting fees


-



-



8,029Accounting and legal


10,385



9,648



120,974Investor relations


5,954



2,958



32,056Total expenses


16,339



12,606



163,976Operating (loss)


(16,339
)


(12,606
)


(163,976
)Other income (expense):Gain from litigation settlement


-



-



137,310Interest (expense)


(14,160
)


(12,837
)


(59,306
)(14,160
)


(12,837
)


78,004Income (loss) before income taxes


(30,499
)


(25,443
)


(85,971
)Provision for income taxes


800



800



5,718Net income (loss)

$
(31,299
)

$
(26,243
)

$
(91,689
)Net (loss) per common share:Basic and Diluted

$
Nil


$
NilWeighted average shares outstanding:Basic and Diluted


14,425,903



14,425,903




17
  RETROSPETTIVA, INC.
 (A Development Stage Company)
 STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)
 for the Development Period from October 11, 2006 to December 31, 2012


(AccumulatedAccumulated


Deficit)Additional


Deficit


During the


TotalCommon Stock





Paid - in


through


Development


Stockholders'Shares


Amount


Capital


October 11, 2006


Stage


(Deficit)Balance, October 11, 2006


3,479,916


$
6,892,820


$
230,000


$
(7,302,235
)

$
-


$
(179,415
)Net (loss)


-



-



-



-



(26,440
)


(26,440
)Balance, December 31, 2006


3,479,916



6,892,820



230,000



(7,302,235
)


(26,440
)


(205,855
)Shares issued for loan fees at$0.001 per share, July 2, 2007


945,987



946



-



-



-



946Shares issued for loan fees at$0.001 per share, November 14, 2007


10,000,000



10,000



-



-



-



10,000Net income


-



-



-



-



91,889



91,889Balance, December 31, 2007


14,425,903



6,903,766



230,000



(7,302,235
)


65,449



(103,020
)Net (loss)


-



-



-



-



(36,277
)


(36,277
)Balance, December 31, 2008


14,425,903



6,903,766



230,000



(7,302,235
)


29,172



(139,297
)Net (loss)


-



-



-



-



(29,466
)


(29,466
)Balance, December 31, 2009


14,425,903



6,903,766



230,000



(7,302,235
)


(294
)


(168,763
)Net (loss)


-



-



-



-



(33,853
)


(33,853
)Balance, December 31, 2010


14,425,903


$
6,903,766


$
230,000


$
(7,302,235
)

$
(34,147
)

$
(202,616
)Net (loss)


-



-



-



-



(26,243
)


(26,243
)Balance, December 31, 2011


14,425,903


$
6,903,766


$
230,000


$
(7,302,235
)

$
(60,390
)

$
(228,859
)Net (loss)


-



-



-



-



(31,298
)


(31,298
)Balance, December 31, 2012 (Unaudited)


14,425,903


$
6,903,766


$
230,000


$
(7,302,235
)

$
(91,688
)

$
(260,157
)









18




RETROSPETTIVA, INC.
 (A Development Stage Company)
 STATEMENTS OF CASH FLOWS
 for the twelve months ended December 31, 2012 and 2011
 and for the Development Period from October 11, 2006 to December 31, 2012





Development PeriodOctober 11, 20062012


2011


to December 31, 2012(Unaudited)


(Audited)


(Unaudited)Cash flows from operating activities:Net income (loss)

$
(24,688
)

$
(26,243
)

$
(85,078
)Adjustments to reconcile net income (loss) to net cashused by operating activities:Gain from litigation settlement






-



(137,310
)Shares issued for loan fees and consulting fees



-



10,946Changes in operating assets and liabilities:Accounts payable


(1,506
)


(2,588
)


(7,556
)Accrued expenses


(300
)


800



1,300Judgement payable










(27,750
)Accrued interest


10,471



12,836



55,616Total adjustments


8,665



11,048



(104,754
)Net cash (used in) operating activities


(16,023
)


(15,195
)


(189,832
)Cash flows from investing activities:Net cash (used in) investing activities


-



-



-Cash flows from financing activities:Proceeds from notes payable - stockholders


16,023



15,195



182,898Advances from officer










6,934Net cash provided by financing activities


16,023



15,195



189,832Net increase in cash and equivalents


-



-



-Cash and equivalents at beginning of year


-



-



-Cash and equivalents at end of year

$
-


$
-


$
-Supplemental Cash Flow InformationInterest paid

$
-


$
-


$
-Income taxes paid

$
-


$
-


$
7,670











19








RETROSPETTIVA, INC.


(A Development Stage Company)


NOTES TO FINANCIAL STATEMENTS


December 31, 2012


(Unaudited)







1.     Overview and Summary of Significant Accounting Policies





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 both finished garments and fabrics. The Company’s manufacturing facilities and inventories were primarily located in Europe.  The Company ceased operations in 2001 and has been inactive since 2002.  Effective 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 (commencement of 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 filed various delinquent reports to become current in its reporting obligations to the Securities and Exchange Commission (“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 developing enterprises.  As a development stage enterprise, the Company discloses its retained earnings (or deficit accumulated) during the 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 management commenced its efforts to revive the Company.





Revenue Recognition:    The Company has not generated any revenues since entering the development stage.  It is the Company’s policy that product revenues (or service revenues) are recognized when persuasive evidence of an arrangement exists, delivery has occurred (or service has been performed), the sales price is fixed and determinable, and collectability is reasonably assured.





Cash and Cash Equivalents:    The Company considers cash in banks, deposits in transit, and highly liquid debt instruments purchased with original maturities of three months or less to be cash and cash equivalents.





Stock Based Compensation:     The Company accounts for common stock issued to employees for services based on the fair value of the instruments issued, and accounts for common stock issued to other than employees based on the fair value of the consideration received or the fair value of the equity instruments, whichever is more reliably measurable.





The Company has no stock option plan and did not make any option grants during 2012 or 2011, and, accordingly, has not recognized any stock based compensation expense related to options.





20


Per Share Amounts:    Basic earnings (loss) per share is computed by dividing net loss by the weighted average number of common shares outstanding during each period.  Diluted earnings (loss) per share reflects the potential dilution that could occur if potentially dilutive securities are converted into common shares.  Potentially dilutive securities, such as stock options and warrants, are excluded from the calculation when their inclusion would be anti-dilutive, such as periods when a net loss is reported or when the exercise price of the instrument exceeds the fair market value.





Income Taxes:    Income taxes are computed using the liability method.  Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial and tax reporting purposes and the effect of net operating loss carry-forwards.  Deferred tax assets are evaluated to determine if it is more likely than not that they will be realized.  Valuation allowances have been established to reduce the carrying value of deferred tax assets in recognition of significant uncertainties regarding their ultimate realization.  Further, the evaluation has determined that there are no uncertain tax positions required to be disclosed.





Use of Estimates:    The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities anddisclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Management routinely makes judgments and estimates about the effects of matters that are inherently uncertain.  Estimates that are critical to the accompanying financial statements include the identification and valuation of assets and liabilities, valuation of deferred tax assets, and the likelihood of loss contingencies.  Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results could differ from these estimates.  Estimates and assumptions are revised periodically and the effects of revisions are reflected in the financial statements in the period it is determined to be necessary.





Fair Value of Financial Instruments:    ASC 825, “Disclosures About Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments.  ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements.  Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2012 and 2011





The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values.  These financial instruments include accounts payable, advances payable, accrued liabilities and notes payable.  Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value, or they are receivable or payable on demand.





Concentrations:    The Company is not currently a party to any financial instruments that potentially subject it to concentrations of credit risk.




21


Recently Issued Accounting Standards Updates.The Company evaluates the pronouncements of various authoritative accounting organizations, primarily the Financial Accounting Standards Board (“FASB”), the SEC, and the Emerging Issues Task Force (“EITF”), to determine the impact of new pronouncements on US GAAP and the impact on the Company.





There were various accounting standards updates recently issued, most of which represented technical corrections to the accounting literature or were applicable to specific industries.  None of the recent updates are expected to 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 recurring losses, has negative working capital, and has a total stockholders’ deficit.  The Company does not currently have any revenue generating operations.  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 periodic financial reports with the Securities and Exchange Commission (SEC) and to seek potential candidates for a merger, acquisition, or similar transaction.  Our plan is to evaluate prospects, structure a transaction, and ultimately combine with another entity.  Management believes that this plan provides an opportunity for the Company to continue as a going concern.




3.     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) carryforwards. The net operating loss carryforwards, if not used, will expire in various years through 2032, and are 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

Potential Tax Benefit from NOL

Valuation Allowance

Change in Valuation Allowance
Net Tax BenefitDecember 31, 2012

$500,000

2032

$113,250

$(113,250)

$--
$--December 31, 2011

$500,000

2031

$113,250

$(113,250)

$--
$--





22


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 operatingloss carryforward


(15.00
%)State tax (benefit) net of federal benefit


(7.65
%)Deferred income tax valuation allowance


22.65
%Actual tax rate


0
%





The Company also is obligated to pay franchise taxes and related fees to the State of California.  At December 31, 2012, accrued and unpaid franchise taxes and related fees totaled $1,500.





4.     Capital Stock





Preferred Stock    The Company has authorized 1,000,000 shares of no par value preferred stock.  These shares may be issued in series with such rights and preferences as may be determined by the Board of Directors.  The Company has not issued any preferred shares.





Common Stock     The Company has authorized 100,000,000 shares of no par value common stock.  On September 22, 2008, the stockholders approved an increase in the authorized shares of common stock from 15,000,000 shares to 100,000,000 shares.  As of December 31, 2012, there were 14,425,903 shares issued and outstanding.





During 2007, the Company issued 10,945,987 shares of common stock as additional consideration under loan arrangements provided by the President and a stockholder.  The shares were valued by the Company at $0.001 per share, and the Company recorded financing costs and consulting fees totaling $10,946 related to this stock issuance.





5.     Notes Payable - Stockholders





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 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 December 31, 2012, the outstanding balance of the note payable was $64,871.  The original due date of June 30, 2008 was extended to June 30, 2009, and effective June 30, 2009, the stockholder agreed to modify the terms of the note to make it due on demand.





Effective November 14, 2007, the Company entered into a revolving convertible loan agreement with the President and a stockholder.  The agreement provides for borrowings up to the principal amount of $133,333.  The note is due on demand, is uncollateralized, bears interest at an annual rate of 8%, and is convertible into restricted common stock at $0.10 per share.  The Company issued 10,000,000 shares of its common stock as additional consideration for the note payable.  The stock was valued at $10,000 and the Company recorded the $10,000 expense as financing costs of $1,971 and consulting fees of $8,029.  As of December 31, 2012, outstanding borrowings under the agreement totaled $118,025, including $16,022 borrowed during 2012.  The amount available for future borrowings was $15,308 at December 31, 2012.





The Company accrued interest expense of $14,160 on the two notes payable to stockholders during 2012.








23


6.     Related Party Transactions





The Company’s President periodically advances funds to the Company so that it can meet its financial obligations.During 2012, the President advanced no additional funds to the Company.  As of December 31, 2012, the aggregate amounts advanced, including amounts advanced and repayments during previous periods, were $6,934.  These advances are due on demand, uncollateralized and bear no interest.





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.










24









ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE




There were no changes in or disagreements with our accountants during the two years ended December 31, 2012.




ITEM 9A.    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 rules applicable to smaller reporting companies that permit us to provide only management's report in this annual report.





(b) Changes in Internal Control over Financial Reporting.  During 2012, 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.





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.





25


Our management, with the participation of the President, evaluated the effectiveness of the Company's internal control over financial reporting as of December 31, 2012. 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, 2012, 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.





ITEM 9B.    OTHER INFORMATION




None.






26




PART III




ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE


Directors and Executive Officers




The following individual presently serves as our sole officer and director:




BoardName and





PositionMunicipality of Residence

Age

Positions With the Company

Held SinceBorivoje Vukadinovic Los Angeles, CA


51

President, Chief Executive Officer, Chief Financial Officer and Director


1991




Our director is serving a term which expires at the next annual meeting of shareholders and until his or her successor is elected and qualified or until he or she resigns or is removed. Our officer serves at the will of our Board of Directors.




The following information summarizes the business experience of each of our officer and directors for at least the last five years:




Borivoje Vukadinovic. Mr. Vukadinovic has served as a director and executive officer since 1991 and has been our Chief Executive Officer since January 1993.  From June 1990 to August 1993, he was Vice President and a principal stockholder of Celtex ENT, a Los Angeles, California based company that established and administered production of yarns and raw textiles in Yugoslavia, Turkey, and Macedonia.  From May 1988 to June 1990, he was founder, owner, and President of DUTY OFF, Inc., a Los Angeles, California based company that produced young men’s apparel.  He earned a Bachelor of Arts degree in Business from the University of Banja Luka in Yugoslavia and a Bachelor of Arts degree in Art from Bern University in Switzerland.




Board Committees




Our Board of Directors has not established a standing Audit, Compensation and Nominating Committee during 2012.




Section 16(a) Beneficial Ownership Reporting Compliance




We are not registered under the Securities Exchange Act of 1934, as amended, and are not subject to the reporting requirements of Section 16(a).




Code of Ethics




We have not yet adopted a written Code of Ethics, however, we believe our Chief Executive Officer and Chief Financial Officer conducts himself honestly and ethically with respect to our business affairs.  As the company is still in the process of putting its formal corporate governance structure into place, we plan to adopt a formal Code of Ethics in the future.




27


ITEM 11.    EXECUTIVE COMPENSATION




The following table summarizes the total compensation for the last two years of all persons who served as our chief executive officer (“Named Executive Officers”).  Our company did not award cash bonuses, stock awards, stock options or non-equity incentive plan compensation to any Named Executive Officer during the past two fiscal years, thus these items are omitted from the table below:




Summary Compensation Table





Name and

Principal Position
Year

Salary


All

Other

Compensation


TotalBorivoje Vukadinovic
2012

$
0


$
0


$
0Director, C.E.O., and C.F.O.2011

$
0


$
0


$
0





As of December 31, 2012, and for the two years ended December 31, 2012, we did not have an employment agreement with our executive officer.





Director Compensation Table





Name

Fees Earned or

Paid in Cash


Stock

Awards


Option

Awards

All

Other

Compensation


TotalBorivoje Vukadinovic

$
0


$
0


$
0


$
0


$
0





All officers and directors are reimbursed for reasonable and necessary expenses incurred in their capacities as such.





Outstanding Equity Awards at Fiscal Year-End





As of December 31, 2012, there were no outstanding equity awards.  During the two years ended December 31, 2012, we did not grant any equity awards.





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ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS





As of April 6, 2013, there are a total of 14,425,903 shares of our common stock outstanding, our only class of voting securities currently outstanding. The following table describes the ownership of our voting securities by: (i) each of our officers and directors; (ii) all of our officers and directors as a group; and (iii) each shareholder known to us to own beneficially more than 5% of our common stock. All ownership is direct, unless otherwise stated.





Name and Address of
Shares Beneficially OwnedBeneficial Owner
Number
Percentage (%)Borivoje Vukadinovic(1)
5,945,987
41.1%112 West 9th Street, Suite 518Los Angeles, CA 90015Gary Agron
5,945,987
41.1%5445 DTC Parkway, Suite 520Englewood, CO 80111All officers and directors as a group(2 persons)
11,891,974
82.2%


____________________


(1) Officer and director.





Changes in Control





Our two principal stockholders own 11,891,974 shares, or 82% of our outstanding common stock.  One of the principal stockholders serves as our sole officer and director.  They exercise significance influence over the control of our Company and may be able to cause or prevent a change in control.





Equity Incentive Plan





We do not have an equity incentive plan.





ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE




At various times during the five years ended December 31, 2012, Borivoje Vukadinovic advanced $31,341 to us so that we could meet our financial obligations.  We have repaid $24,407 of these advances and the balance owed at December 31, 2012 is $6,934.  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 on demand, as extended, 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.  During 2007, we received proceeds of $64,871 under the terms of this note, all of which remain outstanding as of December 31, 2012.





Effective November 14, 2007, we entered into a revolving convertible 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, bears interest at an annual rate of 8%, and is convertible into restricted common stock at $0.10 per share.  The Company issued 10,000,000 shares of its common stock as additional consideration for the note payable.  Since November 14, 2007, we received proceeds of $118,025 under the terms of this note and no amounts have been repaid.






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ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES




The following table sets forth fees billed by our principal accounting firm of Schumacher & Associates, Inc. in the last two years ended December 31, 2012:




2012


2011Audit Fees

$
7,600


$
8,900Audit Related Fees


0



0Tax Fees


0



0All Other Fees


0



0Total Fees

$
7,600


$
8,900





It is the policy of our Board of Directors to engage the principal accounting firm selected to conduct the financial audit for our company and to confirm, prior to such engagement, that such principal accounting firm is independent of our company. All services of the principal accounting firm reflected above were approved by the Board of Directors.




PART IV




ITEM 15.    EXHIBITS





The following exhibits are filed with or incorporated by referenced in this report:








31.1
Certification pursuant 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.









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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 VukadinovicDated: April 1, 2013
By: Borivoje Vukadinovic, 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 VukadinovicDated: April 1, 2013
By: Borivoje Vukadinovic, Director, Chief Executive Officer, and Chief Financial Officer









31