** **

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-KSB**

 
| **x**      | ** ** | **ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934**            |
|------------|------------|-----------------------------------------------------------------------------------------------------------------|
|       |       |                                                                                                            |
|       |       | **For the fiscal year ended  December 31, 2006**                                                           |
|       |       |                                                                                                            |
| **o**      | ** ** | **TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF  1934**              |
|       |       |                                                                                                            |
| ** ** | ** ** | **For the transition period from               to** |

 

**Commissionfile number 333-29295**

 

**RETROSPETTIVA, INC.**

(Name of small business issuer in itscharter)

 

| **California**                                                   | ** ** | **95-4298051**                        |
|------------------------------------------------------------------|------------|---------------------------------------|
| (State or other  jurisdiction of  incorporation or organization) |       | (I.R.S. Employer  Identification No.) |
|                                                             |       |                                  |
| **112 West 9th Street,  Suite 518, Los Angeles, CA**        | ** ** | **90015**                             |
| (Address of principal  executive offices)                        |       | (Zip Code)                            |

 

**(213) 623-9216**

(Issuer’s telephone number, including areacode)

 

Securities registered pursuant to Section 12(b) ofthe Act:

 

| **None**            | ** ** | **N/A**                                    |
|---------------------|------------|--------------------------------------------|
| Title of each class |       | Name of each exchange on  which registered |

 

Securities registered pursuant to Section 12(g) ofthe Act:

 

No Par Value Common Stock

(Title of class)

 

Indicateby check mark if the registrant is not required to file reports pursuant to Section 13or Section 15(d) of the Act  Yes o  No x.

 

Indicateby check mark whether the issuer (1) filed all reports required to befiled by Sections 13 or 15(d) of the Securities Exchange Act of 1934during the past 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.

x  Yes    o  No

 

Checkif there is no disclosure of delinquent filers in response to Item 405 ofRegulation S-B contained in this form, and no disclosure will be contained, tothe best of registrant’s knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-KSBor any amendment to this Form 10-KSB x.

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2of the Exchange Act).

x  Yes    o No

 

Stateissuer’s revenues for its most recent fiscal year:  Nil**.**

 

Theaggregate market value (at the last trade price of $0.01 per share) of theCommon Stock of Retrospettiva, Inc. by non-affiliates as of January 15,2008 was approximately $25,000. As of January 15, 2008, there were14,425,903 shares of Common Stock outstanding.

 

**DOCUMENTS INCORPORATED BYREFERENCE**:  None.

 

TransitionalSmall Business Disclosure Format (check one):    o  Yes    x  No

 

 

 

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**TABLE OF CONTENTS**

 
| ** **        |                                                                                                                        | **Page**   |   |
|-------------------|-----------------------------------------------------------------------------------------------------------------------------|------------|--------|
| **PART I**   |                                                                                                                        | ** ** |   |
|              |                                                                                                                        |       |   |
| ITEM 1:           | DESCRIPTION OF  BUSINESS                                                                                                    | 1          |   |
| ITEM 2:           | DESCRIPTION OF PROPERTIES                                                                                                   | 6          |   |
| ITEM 3:           | LEGAL PROCEEDINGS                                                                                                           | 6          |   |
| ITEM 4:           | SUBMISSION OF MATTERS TO A VOTE OF SECURITY  HOLDERS                                                                        | 6          |   |
|              |                                                                                                                        |       |   |
| **PART II**  |                                                                                                                        |       |   |
|              |                                                                                                                        |       |   |
| ITEM 5:           | MARKET FOR COMMON EQUITY AND RELATED  STOCKHOLDER MATTERS                                                                   | 7          |   |
| ITEM 6:           | MANAGEMENT’S DISCUSSION AND ANALYSIS OR  PLAN OF OPERATION                                                             | 8          |   |
| ITEM 7:           | FINANCIAL STATEMENTS                                                                                                        | 11         |   |
| ITEM 8:           | CHANGES IN AND DISAGREEMENTS WITH  ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                                       | 22         |   |
| ITEM 8A:          | CONTROL AND PROCEDURES                                                                                                      | 22         |   |
|              |                                                                                                                        |       |   |
| **PART III** |                                                                                                                        |       |   |
|              |                                                                                                                        |       |   |
| ITEM 9:           | DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS  AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE  ACT | 23         |   |
| ITEM 10:          | EXECUTIVE AND DIRECTOR COMPENSATION                                                                                         | 24         |   |
| ITEM 11:          | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL  OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS                             | 24         |   |
| ITEM 12:          | CERTAIN RELATIONSHIPS AND RELATED  TRANSACTIONS                                                                             | 25         |   |
| ITEM 13:          | EXHIBITS                                                                                                                    | 26         |   |
| ITEM 14:          | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                                                      | 26         |   |
|              |                                                                                                                        |       |   |
| **SIGNATURES**    | 27                                                                                                                          | ** ** |

 

**ADDITIONAL INFORMATION**

 

Descriptionsof agreements or other documents contained in this report are intended assummaries and are not necessarily complete. Please refer to the agreements orother documents filed or incorporated herein by reference as exhibits. Pleasesee the exhibit index at the end of this report for a complete list of thoseexhibits.

 

**SPECIAL NOTE REGARDINGFORWARD-LOOKING STATEMENTS**

 

Youshould carefully consider the risk factors set forth in this document. This document contains forward-looking statements about our expectationsand plans, anticipated future events and conditions, estimates, and financialtrends, which may affect our plan of operation, business strategy, operatingresults, and financial position.  You are cautioned that anyforward-looking statements are not guarantees of future performance and aresubject to risks and uncertainties.  Actual results may differ materiallyfrom those included within the forward-looking statements as a result ofvarious factors.  Cautionary statements in the risk factors section andelsewhere in this document identify important risks and uncertainties affectingour future, which could cause actual results to differ materially from theforward-looking statements made in this document.

 

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**PART I**

 

**ITEM 1.    DESCRIPTION OFBUSINESS.**

 

**Overview**

 

Retrospettiva, Inc.was organized under the laws of the State of California in November, 1990 forthe purpose of manufacturing and importing textile products, including finishedgarments and fabrics.  Our manufacturingfacilities and inventories were primarily located in Europe.  Our European operations were based in andaround Macedonia.  On July 2, 2001,we announced that the civil war in Macedonia rendered it impossible to continueoperations.  We ceased operations andliquidated all of our assets.

 

From2002 until 2006, the Company was dormant. Effective October 11, 2006(commencement of new development stage), the Company commenced activities tobecome current in reporting with the SEC with the intention to become apublicly trading company. Retrospettiva intends to evaluate, structure andcomplete a merger with, or acquisition of, one or a small number of privatecompanies, partnerships or sole proprietorships. Retrospettiva may seek toacquire a controlling interest in one or more private companies incontemplation of later completing an acquisition.

 

Retrospettivabelieves that there is a demand by non-public corporations for shellcorporations that have a public distribution of securities, such asRetrospettiva. Retrospettiva believes that demand for shell corporations hasincreased dramatically since the Securities and Exchange Commission, or theSEC, imposed additional requirements upon “blank check” companies pursuant toReg. 419 of the Securities Act of 1933, as amended. According to the SEC, Rule 419was designed to strengthen regulation of securities offerings by blank checkcompanies, which Congress has found to have been a common vehicle for fraud andmanipulation 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 hassubstantially decreased the number of “blank check” offerings filed with theSEC, and as a result has stimulated an increased demand for shell corporations.While Retrospettiva has made the foregoing assumption, there is no assurancethat the same is accurate or correct and, accordingly, no assurance thatRetrospettiva will merge with or acquire an existing private entity.

 

**General**

 

Retrospettivaproposes to seek, investigate and, if warranted, acquire an interest in one ormore business opportunity ventures. As of the date hereof, Retrospettiva has nobusiness opportunities or ventures under contemplation for acquisition ormerger but proposes to investigate potential opportunities with investors orentrepreneurs with a concept which has not yet been placed in operation, orwith firms which are developing companies. Retrospettiva may seek establishedbusinesses which may be experiencing financial or operational difficulties andare in need of the limited additional capital Retrospettiva could provide.After Retrospettiva has completed a merger or acquisition, the surviving entitywould be Retrospettiva; however, management from the acquired entity would inall likelihood be retained to operate Retrospettiva. Due to the absence ofcapital available for investment by Retrospettiva, the types of businessseeking to be acquired by Retrospettiva will invariably be small and high risktypes of businesses. In all likelihood, a business opportunity will involve theacquisition of or merger with a corporation which does not need additional cashbut which desires to establish a public trading market for its common stock.

 

 

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Retrospettivadoes not propose to restrict its search for investment opportunities to anyparticular industry or geographical location and may, therefore, engage inessentially any business, anywhere, to the extent of its limited resources.

 

Itis anticipated that business opportunities will be available to Retrospettivaand sought by Retrospettiva from various sources throughout the United States,including its officers and directors, professional advisors such as attorneysand accountants, securities broker dealers, venture capitalists, members of thefinancial community, other businesses and others who may present solicited andunsolicited proposals. Management believes that business opportunities andventures 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’sflexibility with respect to the manner in which it may structure potentialfinancing, mergers or acquisitions. However, there is no assurance thatRetrospettiva will be able to structure, finance, merge with or acquire anybusiness opportunity or venture.

 

**Operation of Retrospettiva**

 

Retrospettivaintends to search throughout the United States for a merger or acquisitioncandidate; however, because of its lack of capital, Retrospettiva believes thatthe merger or acquisition candidate will be conducting business within limitedgeographical area.

 

Retrospettiva’sexecutive officers will seek acquisition/merger candidates or orally contactindividuals or broker dealers and advise them of the availability ofRetrospettiva as an acquisition candidate. Retrospettiva’s executive officerswill review material furnished to them by the proposed merger or acquisitioncandidates and will ultimately decide if a merger or acquisition is in the bestinterests of Retrospettiva and its shareholders.

 

Retrospettivamay employ outside consultants until a merger or acquisition candidate has beentargeted by Retrospettiva, however, management believes that it is impossibleto consider the criteria that will be used to hire such consultants. WhileRetrospettiva may hire independent consultants, it has not considered anycriteria regarding their experience, the services to be provided, or the termof service. As of the date hereof, Retrospettiva has not had any discussionswith any consultants and there are no agreements or understandings with anyconsultants. Other than as disclosed herein, there are no other plans foraccomplishing the business purpose of Retrospettiva.

 

**Selectionof Opportunities**

 

Theanalysis of new business opportunities will be undertaken by or under thesupervision of Retrospettiva’s executive officers and directors who are notprofessional business analysts and have had little previous training orexperience in business analysis. In as much as Retrospettiva will have no fundsavailable to it in its search for business opportunities and ventures,Retrospettiva will not be able to expend significant funds on a complete andexhaustive investigation of such business or opportunity. Retrospettiva will,however, investigate, to the extent believed reasonable by its management, suchpotential business opportunities or ventures.

 

Aspart of Retrospettiva’s investigation, representatives of Retrospettiva willmeet personally with management and key personnel of the firm sponsoring thebusiness opportunity, visit and inspect plants and facilities, obtainindependent analysis or verification of certain information provided, 

 

 

2

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checkreferences of management and key personnel, and conduct other reasonablemeasures, to the extent of Retrospettiva’s limited financial resources andmanagement and technical expertise.

 

Priorto making a decision to recommend to shareholders participation in a businessopportunity or venture, Retrospettiva will generally request that it beprovided with written materials regarding the business opportunity containingsuch items as a description of products, services and company history,management resumes, financial information, available projections with relatedassumptions upon which they are based, evidence of existing patents, trademarksor service marks or rights thereto, current and proposed forms of compensationto management, a description of transactions between the prospective entity andits affiliates during relevant periods, a description of current and requiredfacilities, an analysis of risks and competitive conditions, and otherinformation deemed relevant.

 

Itis anticipated that the investigation of specific business opportunities andthe negotiation, drafting and execution of relevant agreements, disclosuredocuments and other instruments will require substantial management time andattention and costs for accountants, attorneys and others. Retrospettiva’sexecutive officers anticipate funding Retrospettiva’s operations, includingproviding funds necessary to search for acquisition candidates, until anacquisition candidate is found, without regard to the amount involved.Accordingly, no alternative cash resources have been explored.

 

Retrospettivawill have unrestricted flexibility in seeking, analyzing and participating inbusiness opportunities. In its efforts, Retrospettiva will consider thefollowing kinds of factors:

 

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

 

·                  Competitive position as compared to otherfirms engaged in similar activities;

 

·                  Strength of management;

 

·                  Capital requirements and anticipated availabilityof required funds from future operations, through the sale of additionalsecurities, through joint ventures or similar arrangements or from othersources; and

 

·                  Other relevant factors.

 

Potentiallyavailable business opportunities may occur in many different industries and atvarious stages of development, all of which will make the task of comparativeinvestigation and analysis of such business opportunities extremely difficultand complex. Potential investors must recognize that due to Retrospettiva’slimited capital available for investigation and management’s limited experiencein business analysis, Retrospettiva may not discover or adequately evaluateadverse facts about the opportunity to be acquired.

 

Retrospettivais unable to predict when it may participate in a business opportunity. Itexpects, however, that the analysis of specific proposals and the selection ofa business opportunity may take several months or more. Retrospettiva does notplan to raise any capital at the present time, by private placements; publicofferings, pursuant to Regulation S promulgated under the Securities Act, or byany means whatsoever. Further, there are no plans, proposals, arrangements orunderstandings with respect to the sale or issuance of additional securitiesprior to the identification of an acquisition or merger candidate.

 

 

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**Form ofMerger or Acquisition**

 

Themanner in which Retrospettiva participates in an opportunity will depend uponthe nature of the opportunity, the respective needs and desires ofRetrospettiva and the merger or acquisition candidate, and the relativenegotiating strength of Retrospettiva and such merger or acquisition candidate.The exact form or structure of Retrospettiva’s participation in a businessopportunity or venture will be dependent upon the needs of the particularsituation. Retrospettiva’s participation may be structured as an assetpurchase, a lease, a license, a joint venture, a partnership, a merger or anacquisition of securities.

 

Asset forth above, Retrospettiva may acquire its participation in a businessopportunity through the issuance of common stock or other securities inRetrospettiva. Although the terms of any such transaction cannot be predicted,it should be noted that in certain circumstances the criteria for determiningwhether or not an acquisition is a so-called “tax free” reorganization under Section 368(a)(1) ofthe Internal Revenue Code of 1954, as amended, may depend upon the issuance tothe shareholders of the acquired company of at least 80% of the common stock ofthe combined entities immediately following the reorganization. If atransaction were structured to take advantage of these provisions rather thanother “tax free” provisions provided under the Internal Revenue Code, all priorshareholders may, in such circumstances, retain 20% or less of the total issuedand outstanding common stock. If such a transaction were available toRetrospettiva, it will be necessary to obtain shareholder approval to effectuatea reverse stock split or to authorize additional shares of common stock priorto completing such acquisition. This could result in substantial additionaldilution to the equity of those who were shareholders of Retrospettiva prior tosuch reorganization. Further, extreme caution should be exercised by anyinvestor 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 investorsshould consult their own legal, financial and other business advisors.

 

Thepresent management and shareholders of Retrospettiva will in all likelihood nothave control of a majority of the voting shares of Retrospettiva following areorganization transaction. In fact, it is probable that the shareholders ofthe acquired entity will gain control of Retrospettiva. The terms of sale ofthe shares presently held by management of Retrospettiva may not be afforded toother shareholders of Retrospettiva. As part of any transaction, Retrospettiva’sdirectors may resign and new directors may be appointed without any vote by theshareholders.

 

Retrospettivahas an unwritten policy that it will not acquire or merge with a business orcompany in which Retrospettiva’s management or their affiliates or associatesdirectly or indirectly have an ownership interest. Management is not aware ofany circumstances under which the foregoing policy will be changed andmanagement, through their own initiative, will not change said policy.

 

Pursuantto regulations promulgated under the Securities Exchange Act of1934, asamended, Retrospettiva will be required to obtain and file with the SEC auditedfinancial statements of an acquisition candidate not later than 60 days fromthe date the Form 8-K is due at the SEC disclosing the merger oracquisition.

 

**Rightsof Dissenting Shareholders**

 

Underthe Colorado Business Corporation Act, a business combination typicallyrequires the approval of a majority of the outstanding shares of bothparticipating companies. Shareholders who vote against any business combinationin certain instances may be entitled to dissent and to obtain payment for theirshares pursuant to Sections 7-113-102 and 7-113-103 of the Colorado BusinessCorporation Act. The requirement of approval of Retrospettiva’s shareholders inany business combination is limited to those transactions identified as amerger or a consolidation. A business combination identified as a shareexchange under which Retrospettiva would be the 

 

 

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survivordoes not require the approval of Retrospettiva’s shareholders, nor does itentitle shareholders to dissent and obtain payment for their shares.Accordingly, unless the acquisition is a statutory merger, requiringshareholder approval, Retrospettiva will not provide shareholders with adisclosure document containing audited or unaudited financial statements, priorto such acquisition.

 

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

 

Noneof Retrospettiva’s officers, directors, promoters, their affiliates orassociates have had any preliminary contact or discussions with, and there areno present plans, proposals, arrangements or understandings with, anyrepresentatives of the owners of any business or company regarding thepossibility of an acquisition or merger transaction contemplated in thisreport.

 

**Not an “InvestmentAdviser”**

 

Retrospettivais not an “investment adviser” under the Federal Investment Advisers Act of1940, 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 purchaseor 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 “InvestmentCompany”**

 

Retrospettivamay become involved in a business opportunity through purchasing or exchangingthe securities of such business. Retrospettiva does not intend, however, toengage primarily in such activities and is not registered as an “investmentcompany” under the Federal Investment Company Act of 1940. Retrospettivabelieves such registration is not required.

 

Retrospettivamust conduct its activities so as to avoid becoming inadvertently classified asa transient “investment company” under the Federal Investment Company Act,which classification would affect Retrospettiva adversely in a number ofrespects. Section 3(a) of the Investment Company Act provides thedefinition of an “investment company” which excludes an entity which does notengage primarily in the business of investing, reinvesting or trading insecurities, or which does not engage in the business of investing, owning,holding or trading “investment securities” (defined as “all securities otherthan United States government securities or securities of majority-ownedsubsidiaries”,) the value of which exceeds 40% of the value of its total assets(excluding government securities, cash or cash items). Retrospettiva intends toimplement its business plan in a manner which will result in the availabilityof this exemption from the definition of “investment company.” Retrospettivaproposes to engage solely in seeking an interest in one or more businessopportunities or ventures.

 

EffectiveJanuary 14, 1981, the SEC adopted Rule 3a-2 which deems that anissuer is not engaged in the business of investing, reinvesting, owning,holding or trading in securities for purposes of Section 3(a)(1) citedabove if, during period of time not exceeding one year, the issuer has a bonafide intent to be engaged primarily, or as soon as reasonably possible (in anyevent by the termination of a one year period of time), in a business otherthan that of investing, reinvesting, owning, holding or trading in securitiesand such intent is evidenced by Retrospettiva’s business 

 

 

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activitiesand appropriate resolution of Retrospettiva’s Board of Directors duly adoptedand duly recorded in the minute book of Retrospettiva. The Rule 3a-2 “safeharbor” may not be relied on more than one single time.

 

**Reports to Security Holders.**

 

Retrospettivais subject to reporting obligations under the Exchange Act. These obligationsinclude an annual report under cover of Form 10-KSB, with auditedfinancial statements, unaudited quarterly reports and the requisite proxystatements with regard to annual shareholder meetings. The public may read andcopy any materials Retrospettiva files with the SEC at the SEC’s PublicReference Room at 100 F Street, NE, Washington, DC 20549. The public mayobtain information of the operation of the Public Reference Room bycalling the SEC at 1-800-SEC-0030.The SEC maintains an Internet site(http://www.sec.gov) that contains reports, proxy and information statementsand other information regarding issuers that file electronically with the SEC.

 

**Office**

 

Ourprincipal executive offices are located at 112 West 9th Street, Suite 518,Los Angeles  90015, and our telephonenumber is (213) 623-9216.  We shareoffice space with our President.  Ouroffice needs are minimal and we do not pay rent for the shared officespace.  We expect to share office spacewith 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 2.    DESCRIPTION OFPROPERTIES**

 

Retrospettiva owns no property.

 

Retrospettivauses the offices of its President for its minimal office facility needs for noconsideration. No provision for these costs has been provided since it has beendetermined that they are immaterial

 

**ITEM 3.    LEGAL PROCEEDINGS**

 

Weare 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 materialimpact on our properties, results of operation, or financial condition. Nor, tothe best of our knowledge, are any of our officers or directors involved in anylegal proceedings in which we are an adverse party.

 

**ITEM 4.    SUBMISSION OFMATTERS TO A VOTE OF SECURITY HOLDERS**

 

None.

 

 

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**PART II**

 

**ITEM 5.    MARKET FOR COMMON EQUITYAND RELATED STOCKHOLDER MATTERS**

 

**Market Information**

 

Informationabout our common stock is reported by Pink Sheets LLC atwww.pinksheets.com.  Pink Sheets LLC is aprovider of trading systems, pricing, and financial information for over thecounter (OTC) markets.  Pink Sheets LLCprovides broker-dealers, market data providers, issuers and investors withsoftware and information services that improve the transparency and efficiencyof the OTC markets.  The table below setsforth the high and low prices of our common stock as reflected by Pink Sheets LLCfor the period from January 1, 2005 to date.  Quotations represent prices between dealers,do not include retail markups, markdowns or commissions, and do not necessarilyrepresent prices at which actual transactions were effected.

 
| ****Year Ending**** | **** **** | ****High**** | **** **** | ****Low**** | **** **** |
|--------------------------|----------------|--------------|----------------|-------------|----------------|
| December 31, 2007   |           |         |           |        |           |
| First Quarter            |           | $            | 0.006          |        | $              | 0.006 |   |
| Second Quarter           |           | $            | 0.006          |        | $              | 0.006 |   |
| Third Quarter            |           | $            | 0.110          |        | $              | 0.01 |   |
| Fourth Quarter           |           | $            | 0.030          |        | $              | 0.015 |   |
|                     |           |         |           |        |           |
| December 31, 2006   |           |         |           |        |           |
| First Quarter            |           | $            | 0.005          |        | $              | 0.005 |   |
| Second Quarter           |           | $            | 0.010          |        | $              | 0.005 |   |
| Third Quarter            |           | $            | 0.020          |        | $              | 0.006 |   |
| Fourth Quarter           |           | $            | 0.019          |        | $              | 0.006 |   |
|                     |           |         |           |        |           |
| December 31, 2005   |           |         |           |        |           |
| First Quarter            |           | $            | 0.003          |        | $              | 0.001 |   |
| Second Quarter           |           | $            | 0.001          |        | $              | 0.001 |   |
| Third Quarter            |           | $            | 0.005          |        | $              | 0.005 |   |
| Fourth Quarter           |           | $            | 0.005          |        | $              | 0.005 |   |

 

OnJanuary 16, 2008, the “best bid” and “best ask” quotations by Pink SheetsLLC were $0.01 and $0.025, respectively, and no trades were reported.

 

**Holders**

 

As of January 16, 2008, a total of 14,425,903 shares of our common stock were outstanding and there were approximately 72 holders of record.

 

****PennyStock Rules****

 

Dueto the price of our common stock, as well as the fact that we are not listed onNasdaq or a national securities exchange, our stock is characterized as “pennystocks” under applicable securities regulations. Our stock will therefore besubject to rules adopted by the Securities and Exchange Commission (“SEC”)regulating broker-dealer practices in connection with 

 

 

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transactionsin penny stocks. The broker or dealer proposing to effect a transaction in apenny stock must furnish his customer a document containing informationprescribed by the SEC and obtain from the customer an executed acknowledgmentof receipt of that document. The broker or dealer must also provide thecustomer with pricing information regarding the security prior to thetransaction and with the written confirmation of the transaction. The broker ordealer must also disclose the aggregate amount of any compensation received orreceivable by him in connection with such transaction prior to consummating thetransaction and with the written confirmation of the trade. The broker ordealer must also send an account statement to each customer for which he hasexecuted a transaction in a penny stock each month in which such security isheld for the customer’s account. The existence of these rules may have aneffect on the price of our stock, and the willingness of certain brokers toeffect transactions in our stock.

 

**Transfer Agent**

 

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

 

****DividendPolicy****

 

Wehave never declared or paid dividends on our common stock. Payment of futuredividends, if any, will be at the discretion of our Board of Directors aftertaking into account various factors, including the terms of any creditarrangements, our financial condition, operating results, current andanticipated cash needs and plans for expansion. At the present time, we intendto retain any earning in our business, and therefore do not anticipate payingdividends in the foreseeable future.

 

**Recent Sales of Unregistered Securities; Use of Proceeds FromUnregistered Securities**

 

During2006 and 2007, Borivoje Vukadinovic advanced $29,009 to us so that we couldmeet our financial obligations.  Inaddition, effective July 2, 2007, we entered into a note payable agreementwith Gary Agron that provides for maximum borrowings up to $64,871.  The note is due June 30, 2008, isuncollateralized, and bears  interest atan annual rate of 8%.  During 2007, wereceived proceeds of $64,871 under the terms of this note. We issued 945,987shares of our common stock as additional consideration for the note payable.

 

InNovember 2007, we entered into a loan agreement with Borivoje Vukadinovicand Gary Agron that provides for maximum borrowings up to $133,333.  The note is due on demand, isuncollateralized, and bears interest at an annual rate of 8%.  During 2007, we received proceeds of $28,052under the terms.  We issued 10,000,000shares of our common stock as additional consideration for the note payable.

 

Proceedsfrom the notes payable are being used to satisfy our working capitalobligations

 

**ITEM 6.   MANAGEMENTS’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION**

 

**Introduction**

 

The following discussion updates our plan ofoperation for the next twelve months. This discussion also analyzes our financial condition at December 31,2006 and compares it to our 

 

 

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financial condition at December 31, 2005.  This discussion summarizes the results of ouroperations for the year ended December 31, 2006 and compares those resultsto the year ended December 31, 2005.

 

**Plan ofOperation**

 

Retrospettiva, Inc.(the “Company”) was organized under the laws of the State of California inNovember, 1990.  Prior to 2002, ourbusiness was to manufacture and import textile products, including bothfinished garments and fabrics.  Ourmanufacturing facilities and inventories were primarily located in Europe.  Our European operations were based in andaround Macedonia.  On July 2, 2001,we announced that the civil war in Macedonia rendered it impossible to continueoperations.  We ceased operating andliquidated all of our assets.

 

OnOctober 11, 2006, the Board of Directors decided to revive theCompany.  Since that date, we haveundertaken various steps required to develop the Company.  We updated our tax filings and began theprocess of updating our delinquent filings with the Securities and ExchangeCommission.  During 2007, we negotiated asettlement with Emeryworld, a company which, on May 20, 2002, obtained ajudgment against us in the amount of $165,060. On October 26, 2007, we reached a settlement agreement with themunder which they agreed to accept a cash payment of $27,750.

 

Ourplan of operation is to update our affairs so that we become current in ourvarious reporting obligations.  We intendto combine the Company with another entity in a merger, acquisition, or similartransaction and are seeking potential candidates.  Our plan is to evaluate prospects, structurea transaction, and ultimately combine with another entity.  We are unable, at this time, to predict when,if ever, our objectives will be achieved.

 

**CapitalInvestment**

 

Wedo not anticipate any significant capital expenditures for at least the nexttwelve months.

 

**Liquidity and Capital Resources**

 

As of December 31, 2006, wehad a working capital deficit of $(205,855). We had current assets of $2,461and current liabilities of $208,316.  This represents a$26,440 increase in thedeficit  from the working capital deficitof $(179,415) at fiscal year end December 31, 2005.  During the year ended December 31, 2006,our working capital deficit increased because of costs incurred to revive ourbusiness.

 

ThePresident of the Company has periodically advanced funds to us to meet ourworking capital needs.  As of December 31,2006, we owe the President $15,557 for advances which are non-interest bearing,uncollateralized, and due on demand. Subsequent to December 31, 2006, we received additional fundsaggregating $13,452 from the President. During the year ended December 31, 2006, we incurred otherobligations and liabilities which are reflected in the accompanying balancesheet as accounts payable and accrued expenses.

 

Tofund our operations, we entered into a loan agreement with one of our stockholderson July 2, 2007.  The principalmaximum amount of the loan that can be drawn is $64,871.  The loan is due June 30, 2008, isuncollateralized, and bears interest at 8% per annum.  Subsequent to December 31, 2006, wereceived proceeds aggregating $64,871 from this stockholder.  We also issued 945,987 shares of our commonstock as additional consideration for the loan agreement.  In 

 

 

9

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addition,on November 14, 2007, we entered into a loan agreement with the Presidentand a stockholder,  The principal maximumamount of the loan that can be drawn is $133,333.  The loan is due on demand, isuncollateralized, and bears interest at 8% per annum.  Subsequent to December 31, 2006, wereceived proceeds aggregating $28,052 under this borrowing arrangement. We alsoissued 10,000,000 shares of our common stock as additional consideration forthe loan agreement.

 

Wewill need additional funding to achieve our ultimate goals.  In the past we have relied on loans andadvances from stockholders to fund our operations, however we have no writtenor firm agreement regarding financing.

 

Wedid not use any cash in operating activities during the year ended December 31,2006.  All of our expenses are currentlybeing funded by related parties.

 

**Results of Operations - Year Ended December 31, 2006 Compared toYear Ended December 31, 2005**

 

We areconsidered a development stage company for accounting purposes, since we areworking to revive the Company and to implement our plan of operations.  We are unable to predict with any degree ofaccuracy when this classification will change. We expect to incur losses until such time, if ever, we begin generatingrevenue from operations.

 

For the yearended December 31, 2006, we recorded a net loss of $(26,440), or $(0.01)per share, compared to a loss for 2005 of $(1,508) or $(0.00) per share.  In neitherperiod did we report any revenue.

 

Operatingexpenses increased to $25,640 for the year ended December 31, 2006compared to $708 for 2005.  During 2006,we incurred professional fees primarily associated with updating our taxfilings, and  legal fee expense weincurred in connection with a civil lawsuit filed against us that was dismissedin 2007.  During both 2006 and 2005, weincurred taxes and governmental fees associated with our corporate status.

 

**Forward-Looking Statements**

 

Thisreport contains or incorporates by reference forward-looking statements withinthe meaning of the United States Private Securities Litigation Reform Act of 1995concerning our future business plans and strategies and other statements thatare not historical in nature. In this report, forward-looking statements areoften identified by the words “anticipate,” “plan,” “believe,” “expect,” “estimate,”and the like. These forward-looking statements reflect our current beliefs,expectations and opinions with respect to future events, and involve futurerisks and uncertainties which could cause actual results to differ materiallyfrom those expressed or implied.

 

Youshould read this report completely and with the understanding that our actualfuture results may be materially different from what we expect. Theseforward-looking statements represent our beliefs, expectations and opinionsonly as of the date of this report. We do not intend to update these forwardlooking statements except as required by law. We qualify all of ourforward-looking statements by these cautionary statements.

 

 

10

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**ITEM 7.    FINANCIALSTATEMENTS**

 
| Index  to Financial Statements:                                                                                                                                                        |   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                                                                                   |   |
| Report of Independent Registered  Public Accounting Firm                                                                                                                               | 12     |
|                                                                                                                                                                                   |   |
| Balance Sheets at December 31,  2006 and 2005                                                                                                                                     | 13     |
|                                                                                                                                                                                   |   |
| Statements of Operations  for the years ended December 31, 2006 and 2005 and for the Development  Period from October 11, 2006 to December 31, 2006                               | 14     |
|                                                                                                                                                                                   |   |
| Statement of Changes in Stockholders’  (Deficit) for the years ended December 31, 2005 and 2006 including the  Development Period from October 11, 2006 to December 31, 2006 | 15     |
|                                                                                                                                                                                   |   |
| Statements of Cash Flows for the years  ended December 31, 2006 and 2005 and for the Development Period from  October 11, 2006 to December 31, 2006                               | 16     |
|                                                                                                                                                                                   |   |
| Notes to  Financial Statements                                                                                                                                                         | 17     |

 

 

11

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REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Boardof Directors and Shareholders

Retrospettiva, Inc.

LosAngeles, California

 

Wehave audited the accompanying consolidated balance sheet of Retrospettiva, Inc.as of December 31, 2006 and 2005 and the related statements of operations,changes in stockholders’ (deficit) and cash flows for the years ended December 31,2006 and 2005, and the period from October 11, 2006 (commencement ofdevelopment stage) through December 31, 2006. These financial statementsare the responsibility of the Company’s management. Our responsibility is toexpress an opinion on these financial statements based upon our audits.

 

Weconducted our audit in accordance with the standards of the Public CompanyAccounting Oversight Board (United States). Those standards require that weplan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free of material misstatement. An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures inthe financial statements. The Company is not required to have, nor were weengaged to perform, an audit of its internal control over financial reporting.Our audit included consideration of internal control over financial reportingas a basis for designing audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on theeffectiveness of the Company’s internal control over financial reporting.Accordingly, we express no such opinion.  An audit alsoincludes assessing the accounting principles used and significant estimatesmade by management, as well as evaluating the overall financial statementpresentation. We believe that our audit provides a reasonable basis for ouropinion.

 

Inour opinion, the financial statements referred to above present fairly, in allmaterial respects, the financial position of Retrospettiva, Inc. as of December 31,2006 and 2005, and the results of its operations and its cash flows for theyears ended December 31, 2006 and 2005, and the period from October 11,2006 (commencement of development stage) through December 31, 2006, inconformity with accounting principles generally accepted in the United Statesof America.

 

Theaccompanying financial statements have been prepared assuming that the Companywill continue as a going concern. As described in Note 2, the Company has nobusiness operations and has negative working capital and stockholders’(deficits), which raise substantial doubt about its ability to continue as agoing concern. Management’s plan in regard to this matter is also discussed inNote 2. The financial statements do not include any adjustments that mightresult from the outcome of these uncertainties.

 
| /s/  Schumacher & Associates, Inc. |
|--------------------------------------------------|
| January 28,  2008                           |
| Denver,  Colorado                                |

 

 

12

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**RETROSPETTIVA,INC.**

**(ADevelopment Stage Company)**

**BALANCE SHEETS**

*as ofDecember 31, 2006 and 2005*

* *
| *** ***                                               | *** *** | **2006**   | ** ** | **2005**   | *** *** |
|------------------------------------------------------------|--------------|------------|------------|------------|--------------|
| * *                                                   | * *     | * *   | * *   | * *   | * *     |
| ASSETS                                                     |         |       |       |       |         |
|                                                       |         |       |       |       |         |
| Current assets:                                            |         |       |       |       |         |
| Cash and cash equivalents                                  |         | $          | —     |       | $            | — |   |
| Prepaid expenses                                           |         | 2,461      |       | —     |         |
| Total current assets                                       |         | $          | 2,461      |       | $            | — |   |
|                                                       |         |       |       |       |         |
| LIABILITIES  AND STOCKHOLDERS' (DEFICIT)                   |         |       |       |       |         |
|                                                       |         |       |       |       |         |
| Current liabilities:                                       |         |       |       |       |         |
| Accounts payable                                           |         | $          | 27,699     |       | $            | 14,355 |   |
| Judgment payable                                           |         | 165,060    |       | 165,060    |         |
| Advances payable - related party                           |         | 15,557     |       | —     |         |
| Total current liabilities                                  |         | 208,316    |       | 179,415    |         |
|                                                       |         |       |       |       |         |
| Stockholders' (deficit):                                   |         |       |       |       |         |
| Preferred stock - authorized 1,000,000 shares:             |         |       |       |       |         |
| No shares issued or outstanding                            |         | —     |       | —     |         |
| Common stock - no par value, 15,000,000 shares authorized: |         |       |       |       |         |
| 3,479,916 shares issued and outstanding                    |         | 6,892,820  |       | 6,892,820  |         |
| Additional paid-in capital                                 |         | 230,000    |       | 230,000    |         |
| Accumulated deficit  through October 11, 2006              |         | (7,302,235 | )          | (7,302,235 | )            |
| Accumulated deficit during  the development stage          |         | (26,440    | )          | —     |         |
| Total stockholders' (deficit)                              |         | (205,855   | )          | (179,415   | )            |
|                                                       |         |       |       |       |         |
| Total liabilities and stockholders' (deficit)              |         | $          | 2,461      |       | $            | — |   |

 

The accompanying notes are an integral partof these financial statements.

 

13

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**RETROSPETTIVA,INC.**

**(ADevelopment Stage Company)**

**STATEMENTS OF OPERATIONS**

*for theyears ended December 31, 2006 and 2005*

*and forthe Development Period from October 11, 2006 to December 31, 2006*

* *
| *** ***                          | *** *** | ** ** | ** ** | ** ** | ** ** | **Development Stage**    | *** *** |
|---------------------------------------|--------------|------------|------------|------------|------------|--------------------------|--------------|
| *** ***                          | *** *** | ** ** | ** ** | ** ** | ** ** | **October 11, 2006**     | *** *** |
| *** ***                          | *** *** | **2006**   | ** ** | **2005**   | ** ** | **to December 31, 2006** | *** *** |
| * *                              | * *     | * *   | * *   | * *   | * *   | * *                 | * *     |
| Revenues                              |         | $          | —     |       | $          | —                   |         | $ | — |   |
|                                  |         |       |       |       |       |                     |         |
| Expenses:                             |         |       |       |       |       |                     |         |
| General and administrative:           |         |       |       |       |       |                     |         |
| Professional fees                     |         | 25,015     |       | 708        |       | 25,015                   |         |
| Investor relations                    |         | 625        |       | —     |       | 625                      |         |
| Total expenses                        |         | 25,640     |       | 708        |       | 25,640                   |         |
|                                  |         |       |       |       |       |                     |         |
| (Loss) before taxes                   |         | (25,640    | )          | (708       | )          | (25,640                  | )            |
|                                  |         |       |       |       |       |                     |         |
| Provision for income taxes            |         | 800        |       | 800        |       | 800                      |         |
|                                  |         |       |       |       |       |                     |         |
| Net (loss)                            |         | $          | (26,440    | )          | $          | (1,508                   | )            | $ | (26,440 | ) |
|                                  |         |       |       |       |       |                     |         |
| Net (loss) per common  share:         |         |       |       |       |       |                     |         |
| Basic and Diluted                     |         | $          | (0.01      | )          | $          | Nil                      |         | $ | (0.01 | ) |
|                                  |         |       |       |       |       |                     |         |
| Weighted average shares  outstanding: |         |       |       |       |       |                     |         |
| Basic and Diluted                     |         | 3,479,916  |       | 3,479,916  |       | 3,479,916                |         |

 

The accompanying notes are an integral partof these financial statements.

 

14

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**RETROSPETTIVA,INC.**

**(ADevelopment Stage Company)**

**STATEMENT OF CHANGES INSTOCKHOLDERS' (DEFICIT)**

*For theyears ended December 31, 2005 and 2006,*

*includingthe Development Period from October 11, 2006 to December 31, 2006*

* *
| ** **                 | ** ** | **Common Stock** | ** ** | **Additional  Paid - in** | ** ** | **Accumulated  Deficit**

**through** | ** ** | **Accumulated  (Deficit)**

**During the**

**Development** | ** ** | **Total  Stockholders'** | ** ** |
|----------------------------|------------|------------------|------------|---------------------------|------------|---------------------------------------|------------|-------------------------------------------------------------|------------|--------------------------|------------|
| ** **                 | ** ** | **Shares**       | ** ** | **Amount**                | ** ** | **Capital**                           | ** ** | **October 11, 2006**                                        | ** ** | **Stage**                | ** ** | **(Deficit)** | ** ** |
|                       |       |             |       |                      |       |                                  |       |                                                        |       |                     |       |   |   |
| Balance, December 31, 2004 |       | 3,479,916        |       | $                         | 6,892,820  |                                  | $          | 230,000                                                     |       | $                        | (7,300,727 | ) | $ | — |   | $ | (177,907 | ) |
|                       |       |             |       |                      |       |                                  |       |                                                        |       |                     |       |   |   |
| Net (loss)                 |       | —           |       | —                    |       | —                                |       | (1,508                                                      | )          | —                   |       | (1,508 | ) |
| Balance, December 31, 2005 |       | 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 | ) |

 

The accompanying notes are an integral partof these financial statements.

 

15

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**RETROSPETTIVA,INC.**

**(ADevelopment Stage Company)**

**STATEMENTS OF CASH FLOWS**

*for theyears ended December 31, 2006 and 2005*

*and forthe Development Period from October 11, 2006 to December 31, 2006*

 
| *** ***                                                                   | *** *** | ** ** | ** ** | ** ** | ** ** | **Development Stage**    | *** *** |
|--------------------------------------------------------------------------------|--------------|------------|------------|------------|------------|--------------------------|--------------|
| *** ***                                                                   | *** *** | ** ** | ** ** | ** ** | ** ** | **October 11, 2006**     | *** *** |
| *** ***                                                                   | *** *** | **2006**   | ** ** | **2005**   | ** ** | **to December 31, 2006** | *** *** |
|                                                                           |         |       |       |       |       |                     |         |
| Cash flows from operating  activities:                                         |         |       |       |       |       |                     |         |
| Net (loss)                                                                     |         | $          | (26,440    | )          | $          | (1,508                   | )            | $ | (26,440 | ) |
| Adjustments to reconcile net (loss) to net cash used by operating  activities: |         |       |       |       |       |                     |         |
| (Increase) in prepaid expenses                                                 |         | (2,461     | )          | —     |       | (2,461                   | )            |
| Increase (decrease) in accounts payable                                        |         | 13,344     |       | 1,508      |       | 13,344                   |         |
| Total adjustments                                                              |         | 10,883     |       | 1,508      |       | 10,883                   |         |
|                                                                           |         |       |       |       |       |                     |         |
| Net cash (used in) operating activities                                        |         | (15,557    | )          | —     |       | (15,557                  | )            |
|                                                                           |         |       |       |       |       |                     |         |
| Cash flows from investing  activities:                                         |         |       |       |       |       |                     |         |
| Net cash (used in) investing activities                                        |         | —     |       | —     |       | —                   |         |
|                                                                           |         |       |       |       |       |                     |         |
| Cash flows from financing  activities:                                         |         |       |       |       |       |                     |         |
| Advances from related party                                                    |         | 15,557     |       | —     |       | 15,557                   |         |
| Net cash provided by financing activities                                      |         | 15,557     |       | —     |       | 15,557                   |         |
|                                                                           |         |       |       |       |       |                     |         |
| Net increase (decrease) in  cash and equivalents                               |         | —     |       | —     |       | —                   |         |
|                                                                           |         |       |       |       |       |                     |         |
| Cash and equivalents at  beginning of year                                     |         | —     |       | —     |       | —                   |         |
|                                                                           |         |       |       |       |       |                     |         |
| Cash and equivalents at  end of year                                           |         | $          | —     |       | $          | —                   |         | $ | — |   |
|                                                                           |         |       |       |       |       |                     |         |
| Supplemental Cash Flow  Information                                            |         |       |       |       |       |                     |         |
| Interest paid                                                                  |         | $          | —     |       | $          | —                   |         | $ | — |   |
| Income taxes paid                                                              |         | $          | 800        |       | $          | 800                      |         | $ | 800 |   |

 

The accompanying notes are an integral partof these financial statements.

 

 

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** **

**RETROSPETTIVA, INC.**

**(A Development Stage Company)**

**NOTES TO FINANCIAL STATEMENTS**

**December 31, 2006**

 

****1.     Overviewand Summary of Significant Accounting Policies****

 

****        Basisof Presentation:****    Retrospettiva, Inc.(the “Company”) was organized under the laws of the State of California inNovember, 1990 to manufacture and import textile products, including bothfinished garments and fabrics. The Company’s manufacturing facilities andinventories were primarily located in Europe. The Company ceased operations in 2001 and has been inactive since2002.  On August 2, 2004, theCompany was terminated, by administrative action of the State of California asa result of non-filing of required documents with the State of California.  Effective February 15, 2007, the Companyreinstated its charter.

 

        EffectiveOctober 11, 2006 (commencement of the development stage) efforts commencedto revive the Company.  Legal counsel washired to address litigation involving the Company and activities wereundertaken to prepare and file delinquent tax and financial reports.  Furthermore, a financial judgment against theCompany dating back to 2002 was addressed and a final settlement was reached inOctober, 2007.  The Company intends tobecome current in its reporting obligations to the Securities and ExchangeCommission (“SEC”) and various taxing authorities.

 

        TheCompany intends to evaluate, structure and complete a merger with, oracquisition of, prospects consisting of private companies, partnerships or soleproprietorships.  The Company may seek toacquire a controlling interest in such entities in contemplation of latercompleting an acquisition.

 

****        ********DevelopmentStage Company******:**    Basedon the Company’s business plan, it is a development stage company since plannedprinciple operations have not yet commenced. Accordingly, the Company presents its financial statements in conformitywith the accounting principles generally accepted in the United States ofAmerica that apply to established operating enterprises.  In addition, as a development stageenterprise, the Company discloses the deficit accumulated during thedevelopment stage and the cumulative statements of operations and cash flowsfrom commencement of development stage to the current balance sheet date.  The development stage began on October 11,2006, when the Company commenced its efforts to revive its business.

 

****        RevenueRecognition:****    The Company has notgenerated any revenues since entering the development stage.  It is the Company’s policy that revenues willbe recognized in accordance with SEC Staff Bulletin (SAB) No. 104, “RevenueRecognition”.  Under SAB 104, productrevenues (or service revenues) are recognized when persuasive evidence of anarrangement exists, delivery has occurred (or service has been performed), thesales price is fixed and determinable, and collectability is reasonablyassured.

 

****        Cashand Cash Equivalents:****    TheCompany considers cash in banks, deposits in transit, and highly liquid debtinstruments purchased with original maturities of three months or less to becash and cash equivalents.

 

 

17

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****        StockBased Compensation:****    TheCompany accounts for stock based compensation in accordance with SFAS 123, “Accountingfor Stock-Based Compensation,” (as amended) requiring the Company to recordcompensation costs in accordance with the fair value based method prescribed inSFAS 123, as amended. The Company estimates the fair value of stock using fairmarket value at the issue date and provides for expense recognition over theservice period.

 

        TheCompany has no stock option plan and did not make any option or stock grantsduring 2006 or 2005, and, accordingly, has not recognized any stock based compensationexpense.

 

****        PerShare Amounts:****    SFAS 128, “EarningsPer Share,” provides for the calculation of “Basic” and “Diluted” earnings pershare. Basic earnings per share includes no dilution and is computed bydividing net income (or loss) by the weighted-average number of sharesoutstanding during the period. Diluted earnings per share reflect the potentialdilution of securities that could share in the earnings of the Company, similarto fully diluted earnings per share. During 2006 and 2005, the Company has notissued any potentially dilutive securities.

 

****        IncomeTaxes:****    The Company accounts forincome taxes in accordance with SFAS No. 109, “Accounting for Income Taxes”,which requires the use of the asset and liability method of computing deferredincome taxes. The objective of the asset and liability method is to establishdeferred tax assets and liabilities for the temporary differences between thebook basis and the tax basis of the Company’s assets and liabilities at enactedtax rates expected to be in effect when such amounts are realized or settled.

 

****        Useof Estimates:****    The preparation ofthe Company’s financial statements in conformity with generally acceptedaccounting principles requires the Company’s management to make estimates andassumptions that affect the amounts of assets and liabilities, the disclosureof contingent assets and liabilities at the date of the financial statements,and the reported amounts of revenues and expenses during the reporting period.Actual results could differ from those estimates.

 

****        FairValue of Financial Instruments:****    SFAS 107,“Disclosures About Fair Value of Financial Instruments,” requires disclosure offair value information about financial instruments. Fair value estimates discussedherein are based upon certain market assumptions and pertinent informationavailable to management as of December 31, 2006.

 

        Therespective carrying value of certain on-balance-sheet financial instrumentsapproximate their fair values. These financial instruments include accountspayable, judgment payable and advances payable. Fair values were assumed to approximate carrying values for thesefinancial instruments since they are short term in nature and their carryingamounts approximate fair value, or they are receivable or payable on demand.

 

****        Concentrations:****    TheCompany is not currently a party to any financial instruments that potentiallysubject it to concentrations of credit risk.

 

****        RecentPronouncements:****    In September 2006,the FASB issued Statement No. 157, “Fair Value Measurements”**(SFAS 157). SFAS 157 defines fair value, establishes aframework for measuring fair value in generally accepted accounting principles,and expands disclosures about fair value measurements.  The provisions of SFAS 157 are effective forthe Company’s fiscal year beginning January 1, 2008. We are currentlydetermining the effect of this statement on our financial reporting

 

 

18

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        InJune 2006, the FASB issued Interpretation No. 48, “Accounting forUncertainty in Income Taxes” (FIN 48). This interpretation prescribes arecognition threshold and measurement attribute for the financial statementrecognition and measurement of a tax position taken or expected to be taken ina tax return. FIN 48 requires that the Company recognize in its financialstatements the impact of a tax position if that position is more likely thatnot of being sustained upon examination based on the technical merits of theposition. This interpretation also includes guidance on derecognition,classification, interest and penalties, accounting in interim periods,disclosure, and transition. The provisions of FIN 48 are effective January 1,2007 with the cumulative effect reported as an adjustment to the openingbalance of retained earnings for the fiscal year. We are currently determiningthe effect of this interpretation on our financial reporting.

 

        Therewere various other accounting standards and interpretations issued during 2005,2006 and 2007, none of which are expected to have a material impact on theCompany’s financial position, operations, or cash flows.

 

**2.     GoingConcern**

 

         TheCompany’s financial statements are prepared on a going concern basis, whichcontemplates the realization of assets and the satisfaction of obligations inthe normal course of business.  However,the Company has no business operations and has negative working capital andstockholders’ (deficits).  Theseconditions raise substantial doubt about the ability of the Company to continueas a going concern.

 

         Inview of these matters, continuation as a going concern is dependent uponcontinued operations of the Company, which in turn is dependent upon theCompany’s ability to meets its financial requirements, raise additionalcapital, and the success of its future operations.  The financial statements do not include anyadjustments to the amount and classification of assets and liabilities that maybe necessary should the Company not continue as a going concern.

 

        Managementhas opted to file the Company’s delinquent financial reports with theSecurities and Exchange Commission (SEC) and then to raise funds through aprivate placement.  Management believesthat this plan provides an opportunity for the Company to continue as a goingconcern.

 

****3.     IncomeTaxes****

 

        Deferredincome taxes arise from temporary timing differences in the recognition ofincome and expenses for financial reporting and tax purposes. The Company’sdeferred tax assets consist entirely of the benefit from net operating loss(NOL) carry forwards. The net operating loss carry forward, if not used, willexpire in various years through 2027, and is severely restricted as per theInternal Revenue code if there is a change in ownership. The Company’s deferredtax assets are offset by a valuation allowance due to the uncertainty of therealization of the net operating loss carry forwards. Net operating losscarryforwards may be further limited by other provisions of the tax laws.

 

 

19

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        TheCompany’s deferred tax assets, valuation allowance, and change in valuationallowance are as follows:

 
| **Period Ending**      | ** ** | **Estimated NOL  Carry-forward** | ** ** | **NOL Expires** | ** ** | **Estimated  Tax Benefit  from NOL** | ** ** | **Valuation  Allowance** | ** ** | **Change in  Valuation  Allowance** | ** ** | **Net Tax  Benefit** | ** ** |
|------------------------|------------|----------------------------------|------------|-----------------|------------|--------------------------------------|------------|--------------------------|------------|-------------------------------------|------------|----------------------|------------|
| December 31, 2006 |       | $                                | 500,000    |            | 2027       |                                 | $          | 113,250                  |       | $                                   | (113,250   | )                    | $          | — |   | — |   |
|                        |            |                                  |            |                 |            |                                      |            |                          |            |                                     |            |                      |            |  |  |  |  |

 

        Incometaxes at the statutory rate are reconciled to the Company’s actual income taxesas follows:

 

| Income tax benefit at  statutory rate resulting from net operating loss carryforward |   | (15.00 | )% |
|--------------------------------------------------------------------------------------|--------|--------|----|
| State tax (benefit) net of  federal benefit                                          |   | (7.65  | )% |
| Deferred income tax  valuation allowance                                             |   | 22.65  | %  |
| Actual tax rate                                                                      |   | 0      | %  |

 

****4.     CapitalStock****

 

       *Preferred Stock*    The Company hasauthorized 1,000,000 shares of preferred stock. These shares may be issued in series with such rights and preferences asmay be determined by the Board of Directors. The Company has not issued any preferred shares.

 

       *Common Stock*     The Company hasauthorized 15,000,000 shares of no par value common stock.  As of December 31, 2006, there were3,479,916 shares issued and outstanding.

 

****5.     RelatedParty Transactions:****

 

        During2006, a related party advanced funds aggregating $15,557 to the Company so thatit could meet its financial obligations. These advances have no repayment terms, are not collateralized and bearno interest.

 

        TheCompany uses the offices of its President for its minimal office facility needsfor no consideration. No provision for these costs has been provided since ithas been determined that they are immaterial

 

****6.     Commitmentand Contingencies****

 

        ****In October 2006, theCompany received notice that they were the defendant in a lawsuit.  Subsequent to December 31, 2006, thelawsuit was dismissed.****

 

****7.     SubsequentEvents****

 

         EffectiveJuly 2, 2007, the Company entered into a note payable agreement with arelated party that provides for borrowings up to the principal amount of$64,871.  The note is due June 30,2008, is uncollateralized, and bears interest at an annual rate of 8%.  The Company issued 945,987 shares of itscommon stock as additional consideration for the note payable.  Subsequent to December 31, 2006, theCompany received proceeds of $64,871 under this borrowing arrangement.

 

         EffectiveNovember 14, 2007, the Company entered into a loan agreement with thePresident and a majority shareholder, that provides for borrowings up to theprincipal amount of $133,333.  The 

 

 

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noteis due on demand, is uncollateralized, and bears interest at an annual rate of8%.  The Company issued 10,000,000 sharesof its common stock as additional consideration for the note payable.  Subsequent to December 31, 2006, theCompany received proceeds of $28,052 under this borrowing arrangement.

 

         Proceedsfrom the notes payable are being used to satisfy the Company’s working capitalobligations.

 

         EffectiveOctober 2007, the Company settled its dispute with Emeryworld and agreedto pay $27,750 in settlement of a judgment in the amount of $165,060.  A gain on settlement of $137,310 will berecorded in the year ended December 31, 2007.

 

 

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**ITEM 8.       CHANGES IN AND DISAGREEMENTS WITHACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE**

 

Therewere no changes in or disagreements with our accountants during the two yearsended December 31, 2006.

 

**ITEM 8A.    CONTROLS AND PROCEDURES**

 

We maintain a system of controls and proceduresdesigned to ensure that information required to be disclosed by us in reportsthat we file or submit under the Securities Exchange Act of 1934, as amended,is recorded, processed, summarized and reported, within time periods specifiedin the SEC’s rules and forms and to ensure that information required to bedisclosed by us in the reports that we file or submit under the SecuritiesExchange Act of 1934, as amended, is accumulated and communicated to ourmanagement, including our Chief Executive Officer and Principal FinancialOfficer, as appropriate to allow timely decisions regarding requireddisclosure.  As of December 31,2006, under the supervision and with the participation of our Chief ExecutiveOfficer and Principal Financial Officer, management has evaluated theeffectiveness of the design and operation of our disclosure controls andprocedures.  Based on that evaluation,the Chief Executive Officer and Principal Financial Officer concluded that ourdisclosure controls and procedures were effective.

 

Therewere no changes in our internal control over financial reporting during thequarter ended December 31, 2006, that materially affected, or isreasonably likely to materially affect, our internal controls over financialreporting.

 

 

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**PART III**

 

**ITEM 9.    DIRECTORS,EXECUTIVE OFFICERS, PROMOTERS, CONTROL  PERSONS AND CORPORATE GOVERNANCE;COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT**

 

**Directors and Executive Officers**

 

Thefollowing individual presently serves as our sole officer and director:

 
| ** **                              | ** ** | ** ** | ** ** | ** **                                       | ** ** | **Board Position** |
|-----------------------------------------|------------|------------|------------|--------------------------------------------------|------------|--------------------|
| **Name  and Municipality of Residence** | ** ** | **Age**    | ** ** | **Positions With the Company**                   | ** ** | **Held Since**     |
| Borivoje Vukadinovic  Los Angeles, CA   |       | 48         |       | President, Chief Executive  Officer and Director |       | 1991               |

 

Ourdirector is serving a term which expires at the next annual meeting ofshareholders and until his or her successor is elected and qualified or untilhe or she resigns or is removed. Our officer serves at the will of our Board ofDirectors.

 

Thefollowing information summarizes the business experience of each of our officerand directors for at least the last five years:

 

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

 

**Board Committees**

 

OurBoard of Directors has not established a standing Audit, Compensation andNominating Committee during 2006.

 

**Section 16(a) Beneficial Ownership Reporting Compliance**

 

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

 

 

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**Code of Ethics**

 

Wehave not yet adopted a written Code of Ethics, however, we believe ourexecutive officer conducts him self honestly and ethically with respect to ourbusiness affairs.  As the company isstill in the process of putting its formal corporate governance structure intoplace, we plan to adopt a formal Code of Ethics in the future.

 

**ITEM 10.    EXECUTIVE ANDDIRECTOR COMPENSATION**

 

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

 

**Summary Compensation Table**

 
| **Name and********Principal Position** | ** ** | **Year** | ** ** | **Salary** | ** ** | **All Other  Compensation** | ** ** | **Total** | ** ** |
|--------------------------------------------------|------------|----------|------------|------------|------------|-----------------------------|------------|-----------|------------|
| Borivoje Vukadinovic                             |       | 2006     |       | $          | 0          |                        | $          | 0         |       | $ | 0 |   |
| Director, C.E.O., and  C.F.O.                    |       | 2005     |       | $          | 0          |                        | $          | 0         |       | $ | 0 |   |

 

As of December 31,2006, and for the two years ended December 31, 2006, we did not have anemployment agreement with our executive officer.

 

**Director Compensation Table**

 
| **Name** | ** ** | **Fees Earned or  Paid in Cash** | ** ** | **Stock  Awards** | ** ** | **Option  Awards** | ** ** | **All  Other  Compensation** | ** ** | **Total** | ** ** |
|----------|------------|----------------------------------|------------|-------------------|------------|--------------------|------------|------------------------------|------------|-----------|------------|
|     |       | $                                |       | $                 |       | $                  |       | $—                      |       | $         |       |

 

All officers and directorsare reimbursed for reasonable and necessary expenses incurred in theircapacities as such.

 

**Outstanding Equity Awards at Fiscal Year-End**

 

As of December 31,2006, there were no outstanding equity awards. During the two years ended December 31, 2006, we did not grant anyequity awards.

 

**ITEM 11.    SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERMATTERS**

 

Asof January 15, 2008, there are a total of 14,425,903 shares of our commonstock outstanding, our only class of voting securities currently outstanding.The following table describes the ownership of our voting securities by: (i) eachof our officers and directors; (ii) all of our officers 

 

 

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anddirectors as a group; and (iii) each shareholder known to us to ownbeneficially more than 5% of our common stock. All ownership is direct, unlessotherwise stated.

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

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(1) Officerand director.

 

**Changes in Control**

 

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

 

**Equity Incentive Plan**

 

We do not have an equityincentive plan.

 

**ITEM 12.    CERTAIN RELATIONSHIPSAND RELATED TRANSACTIONS**

 

During2006 and 2007, Borivoje Vukadinovic advanced $29,009 to us so that we couldmeet our financial obligations.  Inaddition, effective July 2, 2007, we entered into a note payable agreementwith Gary Agron that provides for maximum borrowings up to $64,871.  The note is due June 30, 2008, isuncollateralized, and bears  interest atan annual rate of 8%.  During 2007, wereceived proceeds of $64,871 under the terms of this note. We issued 945,987shares of our common stock as additional consideration for the note payable.

 

In  November 2007, we entered into a loanagreement with Borivoje Vukadinovic and Gary Agron that provides for maximumborrowings up to $133,333.  The note isdue on demand, is uncollateralized, and bears interest at an annual rate of8%.  During 2007, we received proceeds of$28,052 under the terms.  We issued10,000,000 shares of our common stock as additional consideration for the notepayable.   Proceeds from the notespayable are being used to satisfy our working capital obligations.

** **

 

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**ITEM 13.    EXHIBITS**

 

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

 

**ITEM 14.    PRINCIPALACCOUNTANT FEES AND SERVICES**

 

Thefollowing table sets forth fees paid to (or accrued to) our principalaccounting firm of Schumacher & Associates, Inc. in the last twoyears ended December 31, 2006:

 
| ** **         | ** ** | **2006** | ** ** | **2005** | ** ** |
|--------------------|------------|----------|------------|----------|------------|
| Audit Fees         |       | $        | 0          |     | $          | 0 |   |
| Audit Related Fees |       | 0        |       | 0        |       |
| Tax Fees           |       | 0        |       | 0        |       |
| All Other Fees     |       | 0        |       | 0        |       |
| Total Fees         |       | $        | 0          |     | $          | 0 |   |

 

Itis the policy of our Board of Directors to engage the principal accounting firmselected to conduct the financial audit for our company and to confirm, priorto such engagement, that such principal accounting firm is independent of ourcompany. All services of the principal accounting firm reflected above wereapproved by the Audit Committee.

 

Therewere no audit fees accrued or paid during the years ended December 31,2006 and 2005.

 

 

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**SIGNATURES**

 

In accordance with Section 13 or 15(d) of the Exchange Act of1934, the registrant caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.

 
|                      | RETROSPETTIVA,  INC.                                                                       |
|---------------------------|--------------------------------------------------------------------------------------------|
|                      |                                                                                       |
|                      | /s/  Borivoje Vukadinovic                                                                  |
| Dated:  February 11, 2008 | By:  Borivoje Vukadinovic, Director, Chief Executive  Officer, and Chief Financial Officer |

 

In accordance with the Exchange Act, this Report has been signed belowby the following persons on behalf of the Company and in the capacities and onthe dates indicated.

 
| /s/  Borivoje Vukadinovic |   | Director,  Chief Executive    | February  11, 2008 |
|---------------------------|--------|-------------------------------|--------------------|
| Borivoje  Vukadinovic     |   | Officer,  and Chief Financial |               |
|                      |   | Officer                       |               |
|                      |   |                          |               |

 

 

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