**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, 2007**                                                           |
|                                                                                                            |       |                                                                                                 |
| **o**                                                                                                           | ** ** | **TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF  1934**   |
|                                                                                                            |       |                                                                                                 |
| **For the transition period from               to** |

 

**Commission file number 333-29295**

 

**RETROSPETTIVA, INC.**

(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 March 17,2008 was approximately $25,000. As of March 17, 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**

 

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

 

**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 ofthose exhibits.

 

**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 OF BUSINESS.**

 

**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 to become current in reporting with the SECwith the intention to become a publicly trading company. Retrospettiva intendsto evaluate, structure and complete a merger with, or acquisition of, one or asmall number of private companies, partnerships or sole proprietorships.Retrospettiva may seek to acquire a controlling interest in one or more privatecompanies in contemplation of later completing an acquisition.

 

Retrospettivabelieves that there is a demand by non-public corporations for shell corporationsthat have a public distribution of securities, such as Retrospettiva.Retrospettiva believes that demand for shell corporations has increaseddramatically since the Securities and Exchange Commission, or the SEC, imposedadditional requirements upon “blank check” companies pursuant to Reg. 419 ofthe Securities Act of 1933, as amended. According to the SEC, Rule 419 wasdesigned 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 discussions withany 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, checkreferences of management and key personnel, and conduct other reasonablemeasures, to the extent of Retrospettiva’s limited financial resources andmanagement and technical expertise.

 

2

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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 anticipatedavailability of required funds from future operations, through the sale ofadditional securities, through joint ventures or similar arrangements or fromother sources; 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.

 

**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 

 

3

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venturewill be dependent upon the needs of the particular situation. Retrospettiva’sparticipation may be structured as an asset purchase, a lease, a license, ajoint venture, a partnership, a merger or an acquisition 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 determining whetheror 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 toeffectuate a reverse stock split or to authorize additional shares of commonstock prior to completing such acquisition. This could result in substantialadditional dilution to the equity of those who were shareholders ofRetrospettiva prior to such reorganization. Further, extreme caution should beexercised by any investor relying upon any tax benefits in light of theproposed new tax laws. It is possible that no tax benefits will exist at all.Prospective investors should consult their own legal, financial and otherbusiness 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 survivor does not require theapproval of Retrospettiva’s shareholders, nor does it entitle shareholders todissent and obtain payment for their shares. Accordingly, unless theacquisition is a statutory merger, requiring shareholder approval,Retrospettiva will not provide shareholders with a disclosure documentcontaining audited or unaudited financial statements, prior to suchacquisition.

 

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

 

5

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**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 office space.  We expect to share office space with ourofficers 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 OF PROPERTIES**

 

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 ourknowledge, no such proceeding is threatened, the results of which would have amaterial impact on our properties, results of operation, or financialcondition. Nor, to the best of our knowledge, are any of our officers ordirectors involved in any legal proceedings in which we are an adverse party.

 

**ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS**

 

None.

 

**PART II**

 

**ITEM 5.    MARKET FOR COMMON EQUITY AND RELATEDSTOCKHOLDER MATTERS**

 

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**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 SheetsLLC for the period from January 1, 2006 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, 2008                      |           |         |           |        |           |
| First Quarter (through March 14, 2008) |           | $            | 0.030          |        | $              | 0.010 |   |
|                                        |           |         |           |        |           |
| 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 |   |

 

OnMarch 17, 2008, the “best bid” and “best ask” quotations by Pink SheetsLLC were $0.025 and $0.040, respectively, and no trades were reported.

 

**Holders**

 

As of March 17, 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 transactions in pennystocks. The broker or dealer proposing to effect a transaction in a penny stockmust furnish his customer a document containing information prescribed by theSEC and obtain from the customer an executed acknowledgment of receipt of thatdocument. The broker or dealer must also provide the customer with pricinginformation regarding the security prior to the transaction and with thewritten confirmation of the transaction. The broker or dealer must alsodisclose the aggregate amount of any compensation received or receivable by himin connection with such transaction prior to consummating the transaction andwith the written confirmation of the trade. The broker or dealer must also sendan account statement to each customer for which he has executed a transactionin a penny stock each month in which such security is held for the customer’saccount. The existence of these rules may have an effect on the price ofour stock, and the willingness of certain brokers to effect transactions in ourstock.

 

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**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 credit arrangements,our financial condition, operating results, current and anticipated cash needsand plans for expansion. At the present time, we intend to retain any earningin our business, and therefore do not anticipate paying dividends in theforeseeable future.

 

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

 

OnJuly 2, 2007 we issued 945,987 shares of common stock to an individual asadditional consideration to the lender under a note payable agreement.  The shares were valued at $0.001 per share,or $945.  On November 14, 2007, weissued 10,000,000 shares of common stock, valued at $0.001 per share, or$10,000.  The shares were issued asadditional consideration to the lenders under a Revolving Credit Agreement.  The shares were issued to our President andDirector (5,000,000 shares), and to a stockholder (5,000,000 shares).

 

**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 31,2007 and compares it to our financial condition at December 31, 2006.  This discussion summarizes the results of ouroperations for the year ended December 31, 2007 and compares those resultsto the year ended December 31, 2006.

 

**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 updated ourdelinquent filings with the Securities and Exchange Commission.  During 2007, we negotiated a settlement withEmeryworld, a company which, on May 20, 2002, obtained a judgment againstus in the amount of $165,060.  On October 26,2007, we reached a settlement agreement with them under which they agreed toaccept a cash payment of $27,750.

 

Ourplan of operation is to update our affairs so that we become current in ourvarious reporting 

 

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obligations.  We intend to combine the Company with anotherentity in a merger, acquisition, or similar transaction and are seekingpotential candidates.  Our plan is toevaluate prospects, structure a transaction, and ultimately combine withanother entity.  We are unable, at thistime, 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, 2007, wehad a working capital deficit of $(103,020). We had current assets of $500 and current liabilities of $103,520.  This represents an improvement of $102,835 inour working capital position from the working capital deficit of $(205,855)reported at December 31, 2006. During the year ended December 31, 2007, our working capitalimproved because we settled the Emery dispute for an amount less that theliability that we had recorded.  Theimpact of the favorable settlement was partially offset by obligations incurredto revive our business.

 

Tofund our operations, we entered into a loan agreement with one of ourstockholders on July 2, 2007.  Theprincipal maximum 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.  During 2007, we received proceeds aggregating$64,871 under this agreement.  We issued945,987 shares of our common stock as additional consideration for the loanagreement.  In addition, on November 14,2007, we entered into a revolving convertible 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, is uncollateralized,  bears interest at 8% per annum, and isconvertible into restricted common stock at $0.10 per share.  During 2007, we received proceeds aggregating$28,052 under this borrowing arrangement.

 

ThePresident of the Company has periodically advanced funds to us to meet ourworking capital needs.  As of December 31,2007, we owe the President $5,613 for advances which are non-interest bearing,uncollateralized, and due on demand.

 

Wemay 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 noadditional written or firm agreements regarding financing.

 

Netcash used in operating activities was $82,479 during the year ended December 31,2007, compared to $15,557 used during 2006. For both years, all of our expenses were funded by related parties.

 

**Results of Operations - Year Ended December 31, 2007 Compared toYear Ended December 31, 2006**

 

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, 2007, we recorded net income of $91,889, or $0.02 pershare, compared to a net loss for 2006 of $(26,440) or $(0.01) per share.  In neitherperiod did we report any operating revenue.

 

9

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During2007, we recorded a gain from the settlement of litigation.  We negotiated a settlement with Emeryworld, acompany which, on May 20, 2002, obtained a judgment against us in theamount of $165,060.  On October 26,2007, we reached a settlement agreement with them under which they agreed toaccept a cash payment of $27,750.  Thesettlement resulted in a gain of $137,310.

 

Operatingexpenses increased to $43,655 for the year ended December 31, 2007 comparedto $25,640 for 2006.  During 2007 and2006, we incurred professional fees primarily associated with updating our taxfilings, and legal fees representing our costs to defend a lawsuit filedagainst us by a stockholder.  Thestockholder lawsuit was dismissed during 2007. Also during 2007, we incurred fees to engage our stock transferagent.  During both years, we incurredtaxes 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 of1995 concerning our future business plans and strategies and other statementsthat are not historical in nature. In this report, forward-looking statementsare often 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                                                                                                                                           |
|                                                                                                                                                                                               |
| Balance  Sheets as of December 31, 2007 and 2006                                                                                                                                              |
|                                                                                                                                                                                               |
| Statements  of Operations for the years ended December 31, 2007 and 2006, and for  the development period from October 11, 2006 to December 31, 2007                                |
|                                                                                                                                                                                               |
| Statement  of Changes in Stockholders’ (Deficit) for the years ended December 31,  2007 and 2006, including the development period from October 11, 2006 to  December 31, 2007 |
|                                                                                                                                                                                               |
| Statements  of Cash Flows for the years ended December 31, 2007 and 2006, and for  the development period from October 11, 2006 to December 31, 2007                                |
|                                                                                                                                                                                               |
| Notes  to Financial Statements                                                                                                                                                                     |

 

11

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REPORT OF INDEPENDENT REGISTERED PUBLICACCOUNTING FIRM

 

Boardof Directors and Shareholders

Retrospettiva, Inc.

LosAngeles, California

 

Wehave audited the accompanying consolidated balance sheets of Retrospettiva, Inc.as of December 31, 2007 and 2006 and the related statements of operations,changes in stockholders’ (deficit) and cash flows for the years ended December 31,2007 and 2006, and for the period from October 11, 2007 (commencement ofdevelopment stage) to December 31, 2007. These financial statements arethe responsibility of the Company’s management. Our responsibility is toexpress an opinion on these financial statements based upon our audits.

 

Weconducted our audits in accordance with the standards of the Public CompanyAccounting Oversight Board (United States). Those standards require that weplan and perform the audits 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 audits provide 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 31,2007 and 2006, and the results of its operations and its cash flows for theyears ended December 31, 2007 and 2006, and for the period from October 11,2007 (commencement of development stage) to December 31, 2007, 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. |
|--------------------------------------------------|
| April 2,  2008                              |
| Denver,  Colorado                                |

 

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**RETROSPETTIVA, INC.**

**(A Development Stage Company)**

**BALANCE SHEET**

**as of December 31, 2007 and2006**

 
| ** **                                                                                                                        | ** ** | **2007**   | ** ** | **2006**   | ** ** |
|-----------------------------------------------------------------------------------------------------------------------------------|------------|------------|------------|------------|------------|
| ASSETS                                                                                                                            |       | * *   |       | * *   | * *   |
|                                                                                                                              |       |       |       |       |       |
| Current assets:                                                                                                                   |       |       |       |       |       |
| Cash and cash equivalents                                                                                                         |       | $          | 500        |       | —     |   |
| Prepaid expenses                                                                                                                  |       | —     |       | 2,461      |       |
| Total current assets                                                                                                              |       | $          | 500        |       | $          | 2,461 |   |
|                                                                                                                              |       |       |       |       |       |
|                                                                                                                              |       |       |       |       |       |
|                                                                                                                              |       |       |       |       |       |
| LIABILITIES  AND STOCKHOLDERS’ (DEFICIT)                                                                                     |       |       |       |       |       |
| Current liabilities:                                                                                                              |       |       |       |       |       |
| Accounts payable                                                                                                                  |       | $          | 2,418      |       | $          | 20,947 |   |
| Accrued expenses                                                                                                                  |       | 1,600      |       | 6,752      |       |
| Judgment payable                                                                                                                  |       | —     |       | 165,060    |       |
| Advances payable - officer                                                                                                        |       | 5,613      |       | 15,557     |       |
| Notes payable - stockholders                                                                                                      |       | 92,923     |       | —     |       |
| Accrued interest - stockholders                                                                                                   |       | 966        |       | —     |       |
| Total current liabilities                                                                                                         |       | 103,520    |       | 208,316    |       |
|                                                                                                                              |       |       |       |       |       |
| Stockholders’ (deficit):                                                                                                     |       |       |       |       |       |
| Preferred stock - authorized 1,000,000 shares:                                                                                    |       |       |       |       |       |
| No shares issued or outstanding                                                                                                   |       | —     |       | —     |       |
| Common stock - no par value, 15,000,000 shares authorized:   14,425,903 and 3,479,916 shares issued and outstanding, respectively |       | 6,903,766  |       | 6,892,820  |       |
| Additional paid-in capital                                                                                                        |       | 230,000    |       | 230,000    |       |
| Accumulated deficit through October 11, 2006                                                                                 |       | (7,302,235 | )          | (7,302,235 | )          |
| Retained earnings (accumulated deficit) during the development stage                                                              |       | 65,449     |       | (26,440    | )          |
| Total stockholders’ (deficit)                                                                                                |       | (103,020   | )          | (205,855   | )          |
|                                                                                                                              |       |       |       |       |       |
| Total liabilities and stockholders’ (deficit)                                                                                |       | $          | 500        |       | $          | 2,461 |   |
|                                                                                                                              |       |       |       |       |       |

 

The accompanying notes are an integral partof these financial statements.

 

13

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**RETROSPETTIVA, INC.**

**(A Development Stage Company)**

**STATEMENTS OF OPERATIONS**

**For the years ended December 31,2007 and 2006,**

**And for the Development Periodfrom October 11, 2006 to December 31, 2007**

 
| ** **                           | ** ** | ** ** | ** ** | ** ** | ** ** | **Development Stage**     | ** ** |
|--------------------------------------|------------|------------|------------|------------|------------|--------------------------------|------------|
| ** **                           | ** ** | ** ** | ** ** | ** ** | ** ** | **October 11, 2006** | ** ** |
| ** **                           | ** ** | **2007**   | ** ** | **2006**   | ** ** | **to December 31, 2007**       | ** ** |
|                                 |       |       |       |       |       |                           |       |
| Revenues                             |       | $          | —     |       | $          | —                         |       | $ | — |   |
|                                 |       |       |       |       |       |                           |       |
| Expenses:                            |       |       |       |       |       |                           |       |
| General and administrative:          |       |       |       |       |       |                           |       |
| Financing costs                      |       | 2,917      |       | —     |       | 2,917                          |       |
| Consulting fees                      |       | 8,029      |       | —     |       | 8,029                          |       |
| Accounting and legal                 |       | 22,636     |       | 25,015     |       | 47,651                         |       |
| Investor relations                   |       | 10,073     |       | 625        |       | 10,698                         |       |
| Total expenses                       |       | 43,655     |       | 25,640     |       | 69,295                         |       |
|                                 |       |       |       |       |       |                           |       |
| Operating loss                       |       | (43,655    | )          | (25,640    | )          | (69,295                        | )          |
|                                 |       |       |       |       |       |                           |       |
| Other income (expense):              |       |       |       |       |       |                           |       |
| Gain from litigation settlement      |       | 137,310    |       | —     |       | 137,310                        |       |
| Interest (expense)                   |       | (966       | )          | —     |       | (966                           | )          |
|                                 |       | 136,344    |       | —     |       | 136,344                        |       |
|                                 |       |       |       |       |       |                           |       |
| Income (loss) before income taxes    |       | 92,689     |       | (25,640    | )          | 67,049                         |       |
|                                 |       |       |       |       |       |                           |       |
| Provision for income taxes           |       | 800        |       | 800        |       | 1,600                          |       |
|                                 |       |       |       |       |       |                           |       |
| Net income (loss)                    |       | $          | 91,889     |       | $          | (26,440                        | )          | $ | 65,449 |   |
|                                 |       |       |       |       |       |                           |       |
| Net income (loss) per common share:  |       |       |       |       |       |                           |       |
| Basic and Diluted                    |       | $          | 0.02       |       | $          | (0.01                          | )          | $ | 0.01 |   |
|                                 |       |       |       |       |       |                           |       |
| Weighted average shares outstanding: |       |       |       |       |       |                           |       |
| Basic and Diluted                    |       | 5,239,285  |       | 3,479,916  |       | 4,916,537                      |       |

 

The accompanying notes are an integral partof these financial statements.

 

14

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**RETROSPETTIVA, INC.**

**(A Development Stage Company)**

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

**For the years ended December 31,2007 and 2006**

**Including the Development Periodfrom October 11, 2006 to December 31, 2007**

 
| ** **                                      | ** ** | ** **       | ** ** | ** **    | ** ** | ** **     | ** ** | ** **           | ** ** | **Retained**           | ** ** | ** **    | ** ** |
|-------------------------------------------------|------------|------------------|------------|---------------|------------|----------------|------------|----------------------|------------|------------------------|------------|---------------|------------|
| ** **                                      | ** ** | ** **       | ** ** | ** **    | ** ** | ** **     | ** ** | ** **           | ** ** | **Earnings**           | ** ** | ** **    | ** ** |
|                                            |       |             |       |          |       |           |       |                 |       | **(Accumulated**       |       |          |       |
|                                            |       |             |       |          |       |           |       | **Accumulated**      |       | **Deficit)**           |       |          |       |
| ** **                                      | ** ** | ** **       | ** ** | ** **    | ** ** | **Additional** | ** ** | **Deficit**          | ** ** | **During the**         | ** ** | **Total**     | ** ** |
| ** **                                      | ** ** | **Common Stock** | ** ** | **Paid - in** | ** ** | **through**    | ** ** | **Development**      | ** ** | **Stockholders’** | ** ** |
| ** **                                      | ** ** | **Shares**       | ** ** | **Amount**    | ** ** | **Capital**    | ** ** | **October 11, 2006** | ** ** | **Stage**              | ** ** | **(Deficit)** | ** ** |
|                                            |       |             |       |          |       | ** **     |       | ** **           |       | ** **             |       | ** **    |       |
| 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      | )          |
|                                            |       |             |       |          |       |           |       |                 |       |                   |       |          |       |
| Shares issued for loan fees at $0.001 per share |       | 10,945,987       |       | 10,946        |       | —         |       | —               |       | —                 |       | 10,946        |       |
|                                            |       |             |       |          |       |           |       |                 |       |                   |       |          |       |
| Net income                                      |       |             |       |          |       | —         |       | —               |       | 91,889                 |       | 91,889        |       |
| Balance, December 31, 2007                      |       | 14,425,903       |       | $             | 6,903,766  |           | $          | 230,000              |       | $                      | (7,302,235 | )             | $          | 65,449 |   | $ | (103,020 | ) |

 

The accompanying notes are an integral part ofthese financial statements.

 

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**RETROSPETTIVA, INC.**

**(A Development Stage Company)**

**STATEMENTS OF CASH FLOWS**

**For the years ended December 31,2007 and 2006**

**And for the Development Periodfrom October 11, 2006 to December 31, 2007**

* *
| ** **                                                                            | ** ** | ** ** | ** **   | ** ** | ** ** | **Development Stage**     | ** ** |
|---------------------------------------------------------------------------------------|------------|------------|--------------|------------|------------|--------------------------------|------------|
| ** **                                                                            | ** ** | ** ** | ** **   | ** ** | ** ** | **October 11, 2006** | ** ** |
| ** **                                                                            | ** ** | **2007**   | ** **   | **2006**   | ** ** | **to December 31, 2007**       | ** ** |
| * *                                                                              | * *   | * *   | * *     | * *   | * *   | * *                       | * *   |
| Cash flows from operating activities:                                                 |       |       |         |       |       |                           |       |
| Net income (loss)                                                                     |       | $          | 91,889       |       | $          | (26,440                        | )          | $ | 65,449 |   |
| Adjustments to reconcile net income (loss) to net cash used by  operating activities: |       |       |         |       |       |                           |       |
| Gain from litigation settlement                                                       |       | (137,310   | )            | —     |       | (137,310                       | )          |
| Shares issued for loan fees and consulting fees                                       |       | 10,946     |         | —     |       | 10,946                         |       |
| Changes  in operating assets and liabilities:                                         |       |       |         |       |       |                           |       |
| Decrease (increase) in prepaid expenses                                               |       | 2,461      |         | (2,461     | )          | —                         |       |
| Increase (decrease) in accounts payable and accrued expenses                          |       | (23,681    | )            | 13,344     |       | (10,337                        | )          |
| (Decrease) in judgement payable                                                       |       | (27,750    | )            | —     |       | (27,750                        | )          |
| Increase in accrued interest                                                          |       | 966        |         | —     |       | 966                            |       |
| Total adjustments                                                                     |       | (174,368   | )            | 10,883     |       | (163,485                       | )          |
|                                                                                  |       |       |         |       |       |                           |       |
| Net cash (used in) operating activities                                               |       | (82,479    | )            | (15,557    | )          | (98,036                        | )          |
|                                                                                  |       |       |         |       |       |                           |       |
| Cash flows from investing activities:                                                 |       |       |         |       |       |                           |       |
| Net cash (used in) investing activities                                               |       | —     |         | —     |       | —                         |       |
|                                                                                  |       |       |         |       |       |                           |       |
| Cash flows from financing activities:                                                 |       |       |         |       |       |                           |       |
| Proceeds from notes payable - stockholders                                            |       | 92,923     |         | —     |       | 92,923                         |       |
| Advances from related party                                                           |       | (9,944     | )            | 15,557     |       | 5,613                          |       |
| Net cash provided by financing activities                                             |       | 82,979     |         | 15,557     |       | 98,536                         |       |
|                                                                                  |       |       |         |       |       |                           |       |
| Net increase in cash and equivalents                                                  |       | 500        |         | —     |       | 500                            |       |
|                                                                                  |       |       |         |       |       |                           |       |
| Cash and equivalents at beginning of year                                             |       | —     |         | —     |       | —                         |       |
|                                                                                  |       |       |         |       |       |                           |       |
| Cash and equivalents at end of year                                                   |       | $          | 500          |       | $          |  —                   |       | $ | 500 |   |
|                                                                                  |       |       |         |       |       |                           |       |
| Supplemental Cash Flow Information                                                    |       |       |         |       |       |                           |       |
| Interest paid                                                                         |       | $          |  — |       | $          |  —                   |       | $ |  — |   |
| Income taxes paid                                                                     |       | $          | 5,952        |       | $          |  —                   |       | $ | 5,952 |   |

* *

The accompanying notes are an integral partof these financial statements.

 

16

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**RETROSPETTIVA, INC.**

**(A Development Stage Company)**

**NOTES TO FINANCIAL STATEMENTS**

**December 31, 2007**

 

****1.      Overview and Summary ofSignificant 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.   Effective August 2, 2004,the Company was terminated, by administrative action of the State of Californiaas a result of non-filing of required documents with the State ofCalifornia.  Effective February 15,2007, the Company reinstated 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 filed variousdelinquent to become current in its reporting obligations to the Securities andExchange Commission (“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 developing enterprises. As a development stage enterprise, the Company discloses its retainedearnings (or deficit accumulated) during the development stage and thecumulative statements of operations and cash flows from commencement ofdevelopment 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.

 

****Revenue Recognition:****    TheCompany has not generated any revenues since entering the developmentstage.  It is the Company’s policy thatrevenues will be recognized in accordance with SEC Staff Bulletin (SAB) No. 104,“Revenue Recognition”.  Under SAB 104,product revenues (or service revenues) are recognized when persuasive evidenceof an arrangement exists, delivery has occurred (or service has beenperformed), the sales price is fixed and determinable, and collectability isreasonably assured.

 

****Cash and 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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****Stock Based 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 grants during 2007or 2006, and, accordingly, has not recognized any stock based compensationexpense related to options.  During 2007,the Company issued common shares in exchange for services and recorded anexpense based upon the fair market value of the shares issued.

 

****Per Share Amounts:****    SFAS 128,“Earnings Per Share,” provides for the calculation of “Basic” and “Diluted”earnings per share. Basic earnings per share includes no dilution and iscomputed by dividing net income (or loss) by the weighted-average number ofshares outstanding during the period. Diluted earnings per share reflect thepotential dilution of securities that could share in the earnings of theCompany, similar to fully diluted earnings per share. During 2006 and 2005, theCompany has not issued any potentially dilutive securities.

 

****Income Taxes:****    TheCompany accounts for income taxes in accordance with SFAS No. 109, “Accountingfor Income Taxes”, which requires the use of the asset and liability method ofcomputing deferred income taxes. The objective of the asset and liabilitymethod is to establish deferred tax assets and liabilities for the temporarydifferences between the book basis and the tax basis of the Company’s assetsand liabilities at enacted tax rates expected to be in effect when such amountsare realized or settled.

 

****Use of Estimates:****    Thepreparation of the Company’s financial statements in conformity with generallyaccepted accounting principles requires the Company’s management to makeestimates and assumptions that affect the amounts of assets and liabilities,the disclosure of contingent assets and liabilities at the date of thefinancial statements, and the reported amounts of revenues and expenses duringthe reporting period. Actual results could differ from those estimates.

 

****Fair Value of Financial Instruments:****    SFAS 107,“Disclosures About Fair Value of Financial Instruments,” requires disclosure offair value information about financial instruments. Fair value estimatesdiscussed herein are based upon certain market assumptions and pertinentinformation available to management as of December 31, 2007.

 

Therespective carrying value of certain on-balance-sheet financial instrumentsapproximate their fair values. These financial instruments include cash,accounts payable, judgment payable, advances payable and notes payable. Fair values were assumed to approximate carrying values for these financialinstruments since they are short term in nature and their carrying amountsapproximate 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.

 

****Recent Pronouncements:****   In September 2006,the FASB issued FAS No. 157, Fair Value Measurement (“SFAS 157”). ThisStatement provides guidance for using fair value to measure assets andliabilities. Under this standard, the definition of fair value focuses on theprice that would be received to sell the asset or paid to transfer theliability (an exit price), not the price that would be paid to acquire theasset or received to assume the liability (an entry price). FAS 157 

 

18

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clarifiesthat fair value is a market-based measurement, not an entity-specificmeasurement, and sets out a fair value hierarchy with the highest prioritybeing quoted prices in active markets and the lowest priority to unobservabledata. Further, FAS 157 requires tabular disclosures of the fair valuemeasurements by level within the fair value hierarchy. We had planned to adoptFAS 157 effective January 1, 2008. On February 6, 2008 the FASB approved the partial deferral ofSFAS 157 for non-financial assets and liabilities, except for items thatare recognized or disclosed at fair value in the financial statements on arecurring basis (at least annually) until fiscal years beginning after November 15,2008.  Management is currently evaluatingthe requirements of FAS 157 and has not yet determined the impact on itsfinancial statements.

 

In February 2007, the FASB issued FAS No. 159, The Fair ValueOption for Financial Assets and Financial Liabilities (“FAS 159”). Underthis standard, an entity is required to provide additional information thatwill assist investors and other users of financial information to more easilyunderstand the effect of the company’s choice to use fair value on its earnings.Further, the entity is required to display the fair value of those assets andliabilities for which the company has chosen to use fair value on the face ofthe balance sheet. This standard does not eliminate the disclosure requirementsabout fair value measurements included in FAS 157 and FAS No. 107,Disclosures about Fair Value of Financial Instruments. FAS 159 is effective forfiscal years beginning after November 15, 2007.  Management is currently evaluating therequirements of FAS 159 and has not yet determined the impact on its financialstatements.

 

In December 2007 the FASB issued FAS No. 141 (revised 2007),Business Combinations (“SFAS 141R”). This statement replacesSFAS 141, Business Combinations. The statement provides guidance for howthe acquirer recognizes and measures the identifiable assets acquired,liabilities assumed and any non-controlling interest in the acquiree.SFAS 141R provides for how the acquirer recognizes and measures thegoodwill acquired in the business combination or a gain from a bargainpurchase. The statement determines what information to disclose to enable usersto be able to evaluate the nature and financial effects of the businesscombination. The provisions of SFAS 141R are effective as of January 1,2009 and do not allow early adoption. Management is currently evaluating the impact of adopting thisstatement.

 

In December 2007, the FASB issued FAS No. 160, Noncontrolling Interests in Consolidated Financial Statements (SFAS 160), which becomes effective on January 1, 2009. This standard establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest and the valuation of retained non-controlling equity investments when a subsidiary is deconsolidated. The Statement also establishes reporting requirements that provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the non-controlling owners.  Management is currently evaluating the impact of adopting this statement.

 

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

 

**2.      Going Concern**

 

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.

 

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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.      Income Taxes****

 

Deferredincome taxes arise from temporary timing differences in the recognition ofincome and expenses for financial reporting and tax purposes. The Company’s deferredtax assets consist entirely of the benefit from net operating loss (NOL) carryforwards. The net operating loss carry forward, if not used, will expire invarious years through 2027, and is severely restricted as per the InternalRevenue code if there is a change in ownership. The Company’s deferred taxassets 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.

 

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, 2007 |       | $                                       | 500,000    |             | 2027       |                                           | $          | 113,250                  |       | $                                        | (113,250   | )                         | $          | — |   | — |   |
| December 31, 2006 |       | $                                       | 500,000    |             | 2026       |                                           | $          | 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      | %  |

 

The Company also paid franchise taxes and related feestotaling $5,952 in 2007 and $0 in 2006 to the state of California. At December 31,2007 and 2006, the Company owed franchise taxes and related fees totaling$1,600 and $6,752, respectively, to the state of California.

 

****4.      Capital Stock****

 

*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.

 

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*Common Stock*     The Company has authorized15,000,000 shares of no par value common stock. As of December 31, 2007, there were 14,425,903 shares issued andoutstanding.

 

During2007, the Company issued 10,945,987 shares of common stock as additionalconsideration under loan arrangements provided by the President and astockholder.  The shares were valued bythe Company at $0.001 per share, and the Company recorded financing costs andconsulting fees totaling $10,945 related to this stock issuance.

 

****5.      Related PartyTransactions:****

 

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.  During 2007, the Company received proceeds of$64,871 under this borrowing arrangement.

 

EffectiveNovember 14, 2007, the Company entered into a revolving convertible loanagreement with the President and a stockholder, that provides for borrowings upto the principal amount of $133,333.  Thenote is due on demand, is uncollateralized, bears interest at an annual rate of8%, and is convertible into restricted common stock at $0.10 per share.  No expense was recorded related to theconversion feature, since it was determined to be immaterial. The Companyissued 10,000,000 shares of its common stock as additional consideration forthe note payable.  During 2007, theCompany received proceeds of $28,052 under this borrowing arrangement.

 

TheCompany accrued interest expense of $966 on the two notes payable tostockholders during 2007.

 

During2007 and 2006, the President advanced funds to the Company so that it could meetits financial obligations. The advances payable totaled $5,613 and $15,557 at December 31,2007 and 2006, respectively. These advances have no repayment terms, are notcollateralized and bear no 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.      Commitment andContingencies****

 

During2007, the Company recorded a gain of $137,310 from the settlement oflitigation.  On May 20, 2002,Emeryworld, a supplier of transportation services, obtained a judgment againstthe Company in the amount of $165,060. The entire amount of the judgment was recorded in the Company’sfinancial statements as a liability.  On October 26,2007, the Company reached a settlement agreement under which Emeryworld agreedto accept a cash payment of $27,750 as payment in full.  The $27,750 was paid in October 2007,and the judgment was released.

 

****In October 2006, the Company received noticethat they were the defendant in a lawsuit. On March 13, 2007, the lawsuit was dismissed.****

 

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**ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTSON ACCOUNTING AND FINANCIAL DISCLOSURE**

 

Therewere no changes in or disagreements with our accountants during the two yearsended December 31, 2007.

 

**ITEM 8A.    CONTROLS AND PROCEDURES**

 

*(a) Evaluation of DisclosureControls and Procedures.*  Our management, with theparticipation of our President, evaluated the effectiveness of our disclosurecontrols and procedures as of the end of the period covered by this report.Based on that evaluation, our President concluded that our disclosure controlsand procedures as of the end of the period covered by this report wereeffective such that the information required to be disclosed by us in reportsfiled under the Securities Exchange Act of 1934 is (i) recorded,processed, summarized and reported within the time periods specified in the SEC’srules and forms and (ii) accumulated and communicated to ourmanagement, including our President, as appropriate to allow timely decisionsregarding disclosure. A controls system cannot provide absolute assurance,however, that the objectives of the controls system are met, and no evaluationof controls can provide absolute assurance that all control issues andinstances of fraud, if any, within a company have been detected.

 

*Management’s Annual Report onInternal Control over Financial Reporting.*  Our managementis responsible for establishing and maintaining adequate internal control overfinancial reporting (as defined in Rule 13a-15(f) under the ExchangeAct). Our internal control over financial reporting is a process designed toprovide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordancewith accounting principles generally accepted in the United States.

 

Because of its inherent limitations, internalcontrol over financial reporting may not prevent or detect misstatements.Therefore, even those systems determined to be effective can provide only reasonableassurance of achieving their control objectives. Furthermore, smaller reportingcompanies face additional limitations. Smaller reporting companies employ fewer individuals and find itdifficult to properly segregate duties. Often, one or two individuals control every aspect of the Company’soperation and are in a position to override any system of internalcontrol.  Additionally, smaller reportingcompanies tend to utilize general accounting software packages that lack arigorous set of software controls.

 

Our management, with the participation of thePresident, evaluated the effectiveness of the Company’s internal control overfinancial reporting as of December 31, 2007.  In making thisassessment, our management used the criteria set forth by the Committee ofSponsoring Organizations of the Treadway Commission (COSO) in InternalControl — Integrated Framework.  Based on this evaluation, ourmanagement, with the participation of the President, concluded that, as of December 31,2007, our internal control over financial reporting was not effective due tomaterial weaknesses in the system of internal control.

 

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Specifically, management identified the followingcontrol deficiencies.  (1) TheCompany has not properly segregated duties as one or two individuals initiate,authorize, and complete all transactions. The Company has not implemented measures that would prevent theindividuals from overriding the internal control system.  The Company does not believe that thiscontrol deficiency has resulted in deficient financial reporting because theChief Financial Officer is aware of her responsibilities under the SEC’sreporting requirements and personally certifies the financial reports.  (2) The Company has installed accountingsoftware that does not prevent erroneous or unauthorized changes to previousreporting periods and does not provide an adequate audit trail of entries madein the accounting software.

 

Accordingly, while the Company has identified certainmaterial weaknesses in its system of internal control over financial reporting,it believes that it has taken reasonable steps to ascertain that the financialinformation contained in this report is in accordance with generally acceptedaccounting principles.  Management hasdetermined that current resources would be appropriately applied elsewhere andwhen resources permit, they will alleviate material weaknesses through varioussteps.

 

(b) *Changes in Internal Control over FinancialReporting.*  During 2007, therewere no changes in the Company’s internal controls over financial reporting,known to the chief executive officer or the chief financial officer, that havematerially affected, or are reasonably likely to materially affect, the Company’sinternal control over financial reporting.

 

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**PART III**

 

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

 

**Directors and Executive Officers**

 

Thefollowing individual presently serves as our sole officer and director:

 

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

 

 

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,he was 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 was founder, owner, and President of DUTY OFF, Inc., a Los Angeles,California based company that produced young men’s apparel. He earned aBachelor of Arts degree in Business from the University of Banja Luka inYugoslavia and a Bachelor of Arts degree in Art from Bern University inSwitzerland.

 

**Board Committees**

 

OurBoard of Directors has not established a standing Audit, Compensation andNominating Committee during 2007.

 

**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 himself honestly and ethically with respect to ourbusiness affairs. As the company is still in the process of putting its formalcorporate governance structure into place, we plan to adopt a formal Code of Ethicsin the future.

 

**ITEM 10. EXECUTIVE AND DIRECTOR COMPENSATION**

 

Thefollowing table summarizes the total compensation for the last two years of allpersons who served as our chief executive officer (“Named Executive Officers”) Ourcompany did not award cash bonuses, stock awards, stock options or non-equityincentive plan compensation to any Named Executive Officer during the past twofiscal years, thus these items are omitted from the table below:

 

**Summary Compensation Table**

 
| **Name and   Principal Position** | ** ** | **Year** | ** ** | **Salary** | ** ** | **All  Other  Compensation** | ** ** | **Total** | ** ** |
|--------------------------------------------------|------------|----------|------------|------------|------------|------------------------------|------------|-----------|------------|
| Borivoje Vukadinovic                             |       | 2007     |       | $          | 0          |                         | $          | 0         |       | $ | 0 |   |
| Director, C.E.O., and C.F.O.                     |       | 2006     |       | $          | 0          |                         | $          | 0         |       | $ | 0 |   |

 

As of December 31,2007, and for the two years ended December 31, 2007, 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 31,2007, there were no outstanding equity awards. During the two years ended December 31,2007, we did not grant any equity awards.

 

**ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTAND RELATED STOCKHOLDER MATTERS**

 

Asof March 17, 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 principal stockholders serves as our sole officer anddirector. They exercise significance influence over the control of our Companyand may be able to cause or prevent a change in control.

 

**Equity Incentive Plan**

 

We do not have an equityincentive plan.

 

**ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**

 

During2006 and 2007, Borivoje Vukadinovic advanced $29,009 to us so that we couldmeet our financial obligations. In addition, effective July 2, 2007, weentered into a note payable agreement with Gary Agron that provides for maximumborrowings up to $64,871. The note is due June 30, 2008, isuncollateralized, and bears interest at an annual rate of 8%. The Companyissued 945,987 shares of its common stock as additional consideration for thenote payable. During 2007, we received proceeds of $64,871 under the terms ofthis note. Effective November 14, 2007, we entered into a revolvingconvertible loan agreement with Borivoje Vukadinovic and Gary Agron thatprovides for maximum borrowings up to $133,333. The note is due on demand, isuncollateralized, bears interest at an annual rate of 8%, and is convertibleinto restricted common stock at $0.10 per share. The Company issued 10,000,000shares of its common stock as additional consideration for the note payable. During2007, we received proceeds of $28,052 under the terms of this note.

 

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**ITEM 13. EXHIBITS**

 

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

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

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

 

**ITEM 14. PRINCIPAL ACCOUNTANT 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:

 
| ** **         | ** ** | **2007** | ** ** | **2006** | ** ** |
|--------------------|------------|----------|------------|----------|------------|
| Audit Fees         |       | $        | 2,500      |     | $          | 0 |   |
| Audit Related Fees |       | 0        |       | 0        |       |
| Tax Fees           |       | 0        |       | 0        |       |
| All Other Fees     |       | 0        |       | 0        |       |
| Total Fees         |       | $        | 2,500      |     | $          | 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.

 

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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 the undersigned,thereunto duly authorized.

 

 
|                        | RETROSPETTIVA,  INC.                                                                        |
|-----------------------------|---------------------------------------------------------------------------------------------|
|                        |                                                                                        |
|                        |                                                                                        |
|                        | /s/  Borivoje Vukadinovic                                                                   |
| Dated:  April 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 April 11, 2008 |
|---------------------------|-------------------------------|------------------------------------------------|
| Borivoje  Vukadinovic     | Officer,  and Chief Financial |
|                      | Officer                       |

 

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