UNITED
STATES




SECURITIES
AND EXCHANGE COMMISSION




Washington,
D.C.




FORM 10-K




x
            
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934For
      the fiscal year ended December 31, 2009o
            
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934For
      the transition period from
                  
      to




Commission file
number 333-29295






RETROSPETTIVA,
INC.


(Exact
name of registrant as specified in its charter)




California
            
            95-4298051(State
      or other jurisdiction of
              incorporation
      or organization)
            
            (I.R.S.
      Employer
              Identification
      No.)1251
      Point View Street, Los Angeles, CA
            
            90035(Address
      of principal executive offices)
            
            (Zip
      Code)




(213)
623-9216


(Registrant’s telephone
number, including area code)






Securities
registered pursuant to Section 12(b) of the Act:




None
            
            N/ATitle
      of each class
            
            Name
      of each exchange on which
registered




Securities
registered pursuant to Section 12(g) of the Act:




No
Par Value Common Stock


(Title of
class)






Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes o  No ý




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




Indicate
by check mark whether the issuer (1) filed all reports required to be filed
by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements
for the past 90 days.  Yes  ý  No o




Indicate
by checkmark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.  ý
















Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See the definitions of “large accelerated
filer,”  “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act.




Large accelerated
filer  o                                                      Accelerated
filer  o





Non-accelerated filer  o                                                       
Smaller reporting company ý




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




The
aggregate market value of the Common Stock of Retrospettiva, Inc. by
non-affiliates as of the last business day of the registrant’s most recently
completed second fiscal quarter was $63,348.




As of
April 14, 2010 there were 14,425,903 shares of Common Stock
outstanding.






DOCUMENTS INCORPORATED BY
REFERENCE:  None.



















TABLE
OF CONTENTS




PART IITEM
      1:
              
              BUSINESS
              1ITEM
      1A
              
              RISK
      FACTORS
              6ITEM
      1B
              
              UNRESOLVED
      STAFF COMMENTS
              6ITEM
      2:
              
              PROPERTIES
              6ITEM
      3:
              
              LEGAL
      PROCEEDINGS
              7ITEM
      4:
              
              SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
              7PART IIITEM
      5:
              
              MARKET
      FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND PURCHASES OF EQUITY
      SECURITIES
              7ITEM
      6:
              
              SELECTED
      FINANCIAL DATA
              8ITEM
      7:
              
              MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATION
              8ITEM
      8:
              
              FINANCIAL
      STATEMENTS
              12ITEM
      9:
              
              CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
              23ITEM
      9A(T):
              
              CONTROLS
      AND PROCEDURES
              23ITEM
      9B:
              
              OTHER
      INFORMATION
              24PART IIIITEM
      10:
              
              DIRECTORS,
      EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
              25ITEM
      11:
              
              EXECUTIVE
      COMPENSATION
              26ITEM
      12:
              
              SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
              27ITEM
      13:
              
              CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE
              27ITEM
      14:
              
              PRINCIPAL
      ACCOUNTING FEES AND SERVICES
              28PART
      IVITEM 15:
              
              EXHIBITS
              28SIGNATURES
              29





ADDITIONAL
INFORMATION




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



















SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS


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





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





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





•
            The
      worldwide economic situation;


•
            Any
      change in interest rates or
inflation;


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


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


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


•
            The
      Company’s costs of production;


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


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


•
            The
      volatility of the Company’s stock
price.






















PART I






ITEM
1.   BUSINESS.




Overview




Retrospettiva,
Inc. was organized under the laws of the State of California in November, 1990
for the purpose of manufacturing and importing textile products, including
finished garments and fabrics.  Our manufacturing facilities and
inventories were primarily located in Europe.  Our European operations
were based in and around Macedonia.  On July 2, 2001, we announced
that the civil war in Macedonia rendered it impossible to continue
operations.  We ceased operations and liquidated all of our
assets.





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





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




General




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












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





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




Operation
of Retrospettiva




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





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





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





Selection
of Opportunities





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





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












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





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





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





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


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


·
            Strength
      of management;


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


·
            Other
      relevant factors.





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





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












Form
of Merger or Acquisition





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





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





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





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





Pursuant
to regulations promulgated under the Securities Exchange Act of1934, as amended,
Retrospettiva will be required to obtain and file with the SEC audited financial
statements of an acquisition candidate not later than 60 days from the date the
Form 8-K is due at the SEC disclosing the merger or acquisition.





Rights
of Dissenting Shareholders





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












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





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





Not
an "Investment Adviser"





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





Not
an "Investment Company"





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





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





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











Reports
to Security Holders.




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




Office




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




Employees




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




ITEM
1A.    RISK FACTORS




Not
required.




ITEM
1B.    UNRESOLVED STAFF COMMENTS




None.




ITEM
2.    PROPERTIES




Retrospettiva
owns no property.




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




ITEM
3.    LEGAL PROCEEDINGS




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













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




None.


PART II




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













Market
Information






Information
about our common stock is reported by Pink Sheets LLC at
www.pinksheets.com.  Pink Sheets LLC is a provider of trading systems,
pricing, and financial information for over the counter (OTC)
markets.  Pink Sheets LLC provides broker-dealers, market data
providers, issuers and investors with software and information services that
improve the transparency and efficiency of the OTC markets.  The table
below sets forth the high and low prices of our common stock as reflected by
Pink Sheets LLC for the period from January 1, 2007 to
date.  Quotations represent prices between dealers, do not include
retail markups, markdowns or commissions, and do not necessarily represent
prices at which actual transactions were effected.




Year Ending
            High
            
            LowDecember 31, 2009First
      Quarter
            
            $
            0.025
            
            
            $
            0.020Second
      Quarter
            
            $
            0.050
            
            
            $
            0.020Third
      Quarter
            
            $
            0.030
            
            
            $
            0.007Fourth
      Quarter
            
            $
            0.009
            
            
            $
            0.007December 31, 2008First
      Quarter
            
            $
            0.030
            
            
            $
            0.010Second
      Quarter
            
            $
            0.080
            
            
            $
            0.021Third
      Quarter
            
            $
            0.080
            
            
            $
            0.050Fourth
      Quarter
            
            $
            0.070
            
            
            $
            0.025





On April
14, 2010, the “best bid” and “best ask” quotations by Pink Sheets LLC were
$0.030 and $0.060, respectively, and no trades were reported.




Holders




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







Penny
Stock Rules





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




Transfer
Agent




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




Dividend
Policy




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





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





None.





ITEM
6.    SELECTED FINANCIAL DATA





Not
required.





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





Introduction





The
following discussion updates our plan of operation for the next twelve
months.  This discussion also analyzes our financial condition at
December 31, 2009 and compares it to our financial condition at December 31,
2008.  This discussion summarizes the results of our operations for
the year ended December 31, 2009 and compares those results to the year ended
December 31, 2008.





Plan
of Operation





Retrospettiva,
Inc. (the "Company") was organized under the laws of the State of California in
November, 1990.  Prior to 2002, our business was to manufacture and
import textile products, including both finished garments and
fabrics.  Our manufacturing facilities and inventories were primarily
located in Europe.  Our European operations were based in and around
Macedonia.  On July 2, 2001, we announced that the civil war in
Macedonia rendered it impossible to continue operations.  We ceased
operating and liquidated all of our assets.












On August
2, 2004, the Company was terminated, by administrative action of the State of
California as a result of non-filing of required documents with the State of
California.  Effective February 15, 2007, the Company reinstated it
charter.





We have
updated our affairs and become current in our various reporting
obligations.  We intend to combine the Company with another entity in
a merger, acquisition, or similar transaction and are seeking potential
candidates.  Our plan is to evaluate prospects, structure a
transaction, and ultimately combine with another entity.  We are
unable, at this time, to predict when, if ever, our objectives will be
achieved.





Capital
Investment





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





Liquidity
and Capital Resources





As of
December 31, 2009, we had a working capital deficit of $(168,763).  We
had no current assets and current liabilities were $168,763.  This
represents a $29,466 increase in the deficit from the working capital deficit of
$(139,297) reported at December 31, 2008.  During the year ended
December 31, 2009, our working capital deficit increased because of costs
incurred to revive our business and to meet the ongoing reporting requirements
for a public company.  These costs were funded by an increase in
current liabilities.





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





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





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





On
November 14, 2007, we entered into a loan agreement with our President and a
stockholder.  The principal maximum amount that can be borrowed under
this agreement is $133,333.  The loan is due on demand, is
uncollateralized, bears interest at 8% per annum, and is convertible into
restricted common stock at $0.10 per share.  We issued 10,000,000
shares of common stock as additional consideration for the note
payable.  As of December 31, 2009, we had borrowed $70,141 under this
arrangement and the amount available for future borrowings was
$63,192.





Our
President has periodically advanced funds to us to meet our working capital
needs.  As of December 31, 2009, we owe our President $6,934 for
advances which are uncollateralized, non-interest bearing and due on
demand.  During 2009 we incurred other obligations and liabilities
which are reflected in the accompanying balance sheet as accounts payable and
accrued liabilities.





Net cash
used in operating activities was $19,453 during the year ended December 31,
2009, compared to $24,457 used during 2008.  For both years, all of
our expenses were funded by related parties.











Results
of Operations - Year Ended December 31, 2009 Compared to Year Ended December 31,
2008




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





For the
year ended December 31, 2009, we recorded a net loss of $(29,466), or $(0.00)
per share, compared to a net loss for 2008 of $(36,277) or $(0.00) per
share.  In neither period did we report any revenue.





Operating expenses decreased to $17,454
for the year ended December 31, 2009, compared to $27,044 for 2008, a difference
of $9,590.  Accounting and auditing fees decreased by $6,212 during
2009and investor relations expenses decreased by $3,378 because the
process of updating our affairs and becoming current in our reporting
obligations was completed during 2008, and the costs incurred during 2009 are
for meeting current reporting requirements for a public company.




During
2009, we incurred interest expense of $11,212 related to the notes payable to
stockholders, compared to $8,643 incurred in 2008.  Interest expense
increased as the note balances increased from $117,159 reported at December 31,
2008 to $135,012 at December 31, 2009.




Off-Balance
Sheet Arrangements




As of and
subsequent to December 31, 2009, we have no off-balance sheet
arrangements.




Forward-Looking
Statements




This Form
10-K contains or incorporates by reference “forward-looking statements,” as that
term is used in federal securities laws, about our financial condition, results
of operations and business.  These statements include, among
others:





-
            statements
      concerning the benefits that we expect will result from our business
      activities and results of business development that we contemplate or have
      completed, such as increased revenues;
and





-
            statements
      of our expectations, beliefs, future plans and strategies, anticipated
      developments and other matters that are not historical
    facts.





These
statements may be made expressly in this document or may be incorporated by
reference to other documents that we will file with the SEC.  You can
find many of these statements by looking for words such as “believes,”
“expects,” “anticipates,” “estimates” or similar expressions used in this report
or incorporated by reference in this report.












These forward-looking statements are
subject to numerous assumptions, risks and uncertainties that may cause our
actual results to be materially different from any future results expressed or
implied in those statements.  Because the statements are subject to
risks and uncertainties, actual results may differ materially from those
expressed or implied.  We caution you not to put undue reliance on
these statements, which speak only as of the date of this
report.  Further, the information contained in this document or
incorporated herein by reference is a statement of our present intention and is
based on present facts and assumptions, and may change at any time and without
notice, based on changes in such facts or assumptions.





















ITEM
8.    FINANCIAL STATEMENTS











Index
      to Financial Statements:Report
      of Independent Registered Public Accounting Firm
            13Balance
      Sheets as of December 31, 2009 and 2008
            14Statements
      of Operations for the years ended December 31, 2009 and 2008,
      and
              for
      the Development Period from October 11, 2006 to December 31,
      2009
            15Statement
      of Changes in Stockholders’ (Deficit) for the DevelopmentPeriod
      from
              October
      11, 2006 to December 31, 2009
            16Statements
      of Cash Flows for the years ended December 31, 2009 and 2008,
      and
              for
      the Development Period from October 11, 2006 to December 31,
      2009
            17Notes
      to Financial Statements
            18
























REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM













Board of
Directors and Shareholders Retrospettiva, Inc.


Los
Angeles, California




We have
audited the accompanying balance sheets of Retrospettiva, Inc. as of December
31, 2009 and 2008 and the related statements of operations, changes in
stockholders’ (deficit) and cash flows for the years ended December 31, 2009 and
2008, and for the period from October 11, 2006 (commencement of development
stage) to December 31, 2009. These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on
these financial statements based upon our audits.




We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting.
Our audit included consideration of internal control over financial reporting as
a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.




In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Retrospettiva, Inc. as of December
31, 2009 and 2008, and the results of its operations and its cash flows for the
years ended December 31, 2009 and 2008 and for the period from October 11, 2006
(commencement of development stage) to December 31, 2009, in conformity with
accounting principles generally accepted in the United States of
America.




The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As described in Note 2, the Company has
recurring losses, has negative working capital and has a total stockholder’s
deficit, which raises substantial doubt about its ability to continue as a going
concern. Management's plan in regard to this matter is also discussed in Note 2.
The financial statements do not include any adjustments that might result from
the outcome of these uncertainties.









/s/
      Schumacher & Associates, Inc.April
      13, 2010Denver,
      Colorado


















RETROSPETTIVA, INC.


(A Development Stage Company)
 BALANCE SHEETS


December
      31, 2009
              
              
              December
      31, 2008ASSETSCurrent
      assets:Total
      current assets
              
              $
              -
              
              
              $
              -LIABILITIES AND STOCKHOLDERS'
      (DEFICIT)Current
      liabilities:Accounts
      payable
              
              $
              5,996
              
              
              $
              6,395Accrued
      expenses
              
              
              -
              
              
              
              800Advances
      payable - officer
              
              
              6,934
              
              
              
              5,334Notes
      payable - stockholders
              
              
              135,012
              
              
              
              117,159Accrued
      interest - stockholders
              
              
              20,821
              
              
              
              9,609Total
      current liabilities
              
              
              168,763
              
              
              
              139,297Commitments
      and contingencies (Notes 1, 2, 3, and 5)Stockholders'
      (deficit):Preferred
      stock - no par value, authorized 1,000,000 shares:No
      shares issued or outstanding
              
              
              -
              
              
              
              -Common
      stock - no par value, 100,000,000 shares authorized:14,425,903
      shares issued and outstanding
              
              
              6,903,766
              
              
              
              6,903,766Additional
      paid-in capital
              
              
              230,000
              
              
              
              230,000Accumulated
      deficit through October 11, 2006
              
              
              (7,302,235
              )
              
              
              (7,302,235
              )Retained
      earnings (accumulated deficit) during development period
              
              
              (294
              )
              
              
              29,172Total
      stockholders' (deficit)
              
              
              (168,763
              )
              
              
              (139,297
              )Total
      liabilities and stockholders' (deficit)
              
              $
              -
              
              
              $
              -







The
accompanying notes are an integral part of these financial
statements.












RETROSPETTIVA, INC.
 (A Development Stage Company)
 STATEMENTS OF OPERATIONS
 for
the years ended December 31, 2009 and 2008,
 and
for the Development Period from October 11, 2006 to December 31,
2008


Development
      PeriodOctober
      11, 20062009
              
              
              2008
              
              
              to
      December 31, 2009Revenues
              
              $
              -
              
              
              $
              -
              
              
              $
              -Expenses:General
      and administrative:Financing
      costs
              
              
              -
              
              
              
              -
              
              
              
              2,917Consulting
      fees
              
              
              -
              
              
              
              -
              
              
              
              8,029Accounting
      and legal
              
              
              16,008
              
              
              
              22,220
              
              
              
              85,879Investor
      relations
              
              
              1,446
              
              
              
              4,824
              
              
              
              16,968Total
      expenses
              
              
              17,454
              
              
              
              27,044
              
              
              
              113,793Operating
      (loss)
              
              
              (17,454
              )
              
              
              (27,044
              )
              
              
              (113,793
              )Other
      income (expense):Gain
      from litigation settlement
              
              
              -
              
              
              
              -
              
              
              
              137,310Interest
      (expense)
              
              
              (11,212
              )
              
              
              (8,643
              )
              
              
              (20,821
              )(11,212
              )
              
              
              (8,643
              )
              
              
              116,489Income
      (loss) before income taxes
              
              
              (28,666
              )
              
              
              (35,687
              )
              
              
              2,696Provision
      for income taxes
              
              
              800
              
              
              
              590
              
              
              
              2,990Net
      income (loss)
              
              $
              (29,466
              )
              
              $
              (36,277
              )
              
              $
              (294
              )Net
      (loss) per common share:Basic and Diluted
              
              $
              Nil
              
              
              $
              NilWeighted
      average shares outstanding:Basic
      and Diluted
              
              
              14,425,903
              
              
              
              14,425,903







The
accompanying notes are an integral part of these financial
statements.

















RETROSPETTIVA,
INC.
 (A
Development Stage Company)
 STATEMENT
OF CHANGES IN STOCKHOLDERS' (DEFICIT)
 for
the Development Period from October 11, 2006 to December 31,
2009


RetainedEarnings(AccumulatedAccumulated
              
              
              Deficit)Additional
              
              
              Deficit
              
              
              During
      the
              
              
              TotalCommon Stock
              
              
              
              
              
              Paid
      - in
              
              
              through
              
              
              Development
              
              
              Stockholders'Shares
              
              
              Amount
              
              
              Capital
              
              
              October
      11, 2006
              
              
              Stage
              
              
              (Deficit)Balance,
      October 11, 2006
              
              
              3,479,916
              
              
              $
              6,892,820
              
              
              $
              230,000
              
              
              $
              (7,302,235
              )
              
              $
              -
              
              
              $
              (179,415
              )Net
      (loss)
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (26,440
              )
              
              
              (26,440
              )Balance,
      December 31, 2006
              
              
              3,479,916
              
              
              
              6,892,820
              
              
              
              230,000
              
              
              
              (7,302,235
              )
              
              
              (26,440
              )
              
              
              (205,855
              )Shares
      issued for loan fees at$0.001
      per share, July 2, 2007
              
              
              945,987
              
              
              
              946
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              946Shares
      issued for loan fees at$0.001
      per share, November 14, 2007
              
              
              10,000,000
              
              
              
              10,000
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              10,000Net
      income
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              91,889
              
              
              
              91,889Balance,
      December 31, 2007
              
              
              14,425,903
              
              
              
              6,903,766
              
              
              
              230,000
              
              
              
              (7,302,235
              )
              
              
              65,449
              
              
              
              (103,020
              )Net
      (loss)
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (36,277
              )
              
              
              (36,277
              )Balance,
      December 31, 2008
              
              
              14,425,903
              
              
              
              6,903,766
              
              
              
              230,000
              
              
              
              (7,302,235
              )
              
              
              29,172
              
              
              
              (139,297
              )Net
      (loss)
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (29,466
              )
              
              
              (29,466
              )Balance,
      December 31, 2009
              
              
              14,425,903
              
              
              $
              6,903,766
              
              
              $
              230,000
              
              
              $
              (7,302,235
              )
              
              $
              (294
              )
              
              $
              (168,763
              )





The
accompanying notes are an integral part of these financial
statements.







RETROSPETTIVA,
INC.
 (A
Development Stage Company)
 STATEMENT OF CHANGES IN CASH
FLOWS


for
the years ended December 31, 2009 and 2008,
 and
for the Development Period from October 11, 2006 to December 31,
2009


Development
      PeriodOctober
      11, 20062009
              
              
              2008
              
              
              to
      December 31, 2009Cash
      flows from operating activities:Net
      income (loss)
              
              $
              (29,466
              )
              
              $
              (36,277
              )
              
              $
              (294
              )Adjustments
      to reconcile net income (loss) to net cashused
      by operating activities:Gain
      from litigation settlement
              
              
              -
              
              
              
              -
              
              
              
              (137,310
              )Shares
      issued for loan fees and consulting fees
              
              
              -
              
              
              
              -
              
              
              
              10,946Changes
      in operating assets and liabilities:Accounts
      payable
              
              
              (399
              )
              
              
              3,977
              
              
              
              (8,359
              )Accrued
      expenses
              
              
              (800
              )
              
              
              (800
              )
              
              
              -Judgement
      payable
              
              
              -
              
              
              
              -
              
              
              
              (27,750
              )Accrued
      interest
              
              
              11,212
              
              
              
              8,643
              
              
              
              20,821Total
      adjustments
              
              
              10,013
              
              
              
              11,820
              
              
              
              (141,652
              )Net
      cash (used in) operating activities
              
              
              (19,453
              )
              
              
              (24,457
              )
              
              
              (141,946
              )Cash
      flows from investing activities:Net
      cash (used in) investing activities
              
              
              -
              
              
              
              -
              
              
              
              -Cash
      flows from financing activities:Proceeds
      from notes payable - stockholders
              
              
              17,853
              
              
              
              24,236
              
              
              
              135,012Advances
      from officer
              
              
              1,600
              
              
              
              (279
              )
              
              
              6,934Net
      cash provided by financing activities
              
              
              19,453
              
              
              
              23,957
              
              
              
              141,946Net
      increase in cash and equivalents
              
              
              -
              
              
              
              (500
              )
              
              
              -Cash
      and equivalents at beginning of year
              
              
              -
              
              
              
              500
              
              
              
              -Cash
      and equivalents at end of year
              
              $
              -
              
              
              $
              -
              
              
              $
              -Supplemental
      Cash Flow InformationInterest
      paid
              
              $
              -
              
              
              $
              -
              
              
              $
              -Income
      taxes paid
              
              $
              -
              
              
              $
              1,390
              
              
              $
              7,342


The
accompanying notes are an integral part of these financial
statements.




RETROSPETTIVA,
INC.


(A
Development Stage Company)


NOTES
TO FINANCIAL STATEMENTS


December
31, 2009





1.     Overview
and Summary of Significant Accounting Policies





Basis of
Presentation:    Retrospettiva, Inc. (the "Company")
was organized under the laws of the State of California in November, 1990 to
manufacture and import textile products, including both finished garments and
fabrics. The Company’s manufacturing facilities and inventories were primarily
located in Europe.  The Company ceased operations in 2001 and has been
inactive since 2002.   Effective August 2, 2004, the Company was
terminated, by administrative action of the State of California as a result of
non-filing of required documents with the State of
California.  Effective February 15, 2007, the Company reinstated its
charter.





Effective
October 11, 2006 (commencement of the development stage) efforts commenced to
revive the Company.  Legal counsel was hired to address litigation
involving the Company and activities were undertaken to prepare and file
delinquent tax and financial reports.  Furthermore, a financial
judgment against the Company dating back to 2002 was addressed and a final
settlement was reached in October, 2007.  The Company filed various
delinquent reports to become current in its reporting obligations to the
Securities and Exchange Commission (“SEC”) and various taxing
authorities.





The
Company intends to evaluate, structure and complete a merger with, or
acquisition of, prospects consisting of private companies, partnerships or sole
proprietorships.  The Company may seek to acquire a controlling
interest in such entities in contemplation of later completing an
acquisition.





Development Stage Company:    Based
on the Company’s business plan, it is a development stage company since planned
principle operations have not yet commenced.  Accordingly, the Company
presents its financial statements in conformity with the accounting principles
generally accepted in the United States of America that apply to developing
enterprises.  As a development stage enterprise, the Company discloses
its retained earnings (or deficit accumulated) during the development stage and
the cumulative statements of operations and cash flows from commencement of
development stage to the current balance sheet date.  The development
stage began on October 11, 2006, when management commenced its efforts to revive
the Company.





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





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





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












The
Company has no stock option plan and did not make any option grants during 2009
or 2008, and, accordingly, has not recognized any stock based compensation
expense related to options.





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





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





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





Fair Value of Financial
Instruments:    ASC 825, “Disclosures About Fair
Value of Financial Instruments”, requires disclosure of fair value information
about financial instruments.  ASC 820, “Fair Value Measurements”
defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures about fair
value measurements.  Fair value estimates discussed herein are based
upon certain market assumptions and pertinent information available to
management as of December 31, 2009 and 2008





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





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











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





Accounting Standards Codification
- In June, 2009, FASB established the Accounting Standards
Codification (“ASC”) as the single source of authoritative US GAAP to be applied
by nongovernmental entities.  Rules and interpretive releases of the
SEC under authority of federal securities laws are also sources of authoritative
US GAAP for SEC registrants.  The ASC is a new structure which took
existing accounting pronouncements and organized them by accounting
topic.  The ASC did not change current US GAAP, but was intended to
simplify user access to all authoritative US GAAP by providing all the relevant
literature related to a particular topic in one place.  All previously
existing accounting standards were superseded and all other accounting
literature not included in the ASC is considered
non-authoritative.  New accounting standards issued subsequent to June
30, 2009 will be communicated by the FASB through Accounting Standards Updates
(ASUs).  The ASC was effective during the period ended September 30,
2009.  Adoption of the ASC did not have an impact on the Company’s
financial position, results of operations or cash flows.





Subsequent Events - In
May, 2009, the ASC guidance for subsequent events was updated to establish
accounting and reporting standards for events that occur after the balance sheet
date but before financial statements are issued.  The guidance was
amended in February, 2010.  The update sets forth: (i) the period
after the balance sheet date during which management of a reporting entity
should evaluate events or transactions that may occur for potential recognition
or disclosure in the financial statements, (ii) the circumstances under
which an entity should recognize events or transactions occurring after the
balance sheet in its financial statements, and (iii) the disclosures that
an entity should make about events or transactions occurring after the balance
sheet date in its financial statements.  The Company adopted the
updated guidance in 2009.  The adoption had no impact on the Company’s
financial position, results of operations or cash flows.





Recently Issued Accounting Standards
Updates.     The following accounting standards
updates were recently issued and have not yet been adopted by the
Company.  These standards are currently under review to determine
their impact on the Company’s financial position, results of operations, or cash
flows.





ASU 2010-6
amends existing disclosure requirements about fair value measurements by adding
required disclosures about items transferring into and out of levels 1 and 2 in
the fair value hierarchy; adding separate disclosures about purchase, sales,
issuances, and settlements relative to level 3 measurements; and clarifying,
among other things, the existing fair value disclosures about the level of
disaggregation. This ASU will be effective for the first quarter of
2010.





ASU
2009-17 revises the consolidation guidance for variable-interest entities. The
modifications include the elimination of the exemption for qualifying special
purpose entities, a new approach for determining who should consolidate a
variable-interest entity, and changes to when it is necessary to reassess who
should consolidate a variable-interest entity. This standard will be effective
January 1, 2010.














There
were various
other accounting standards updates recently issued, most of which represented
technical corrections to the accounting literature of application to specific
industries.  None of the recent updates are expected to have a
material impact on the Company’s financial position, operations, or cash
flows.





2.     Going
Concern





The
Company's financial statements are prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of obligations in
the normal course of business.  However, the Company has recurring
losses, has negative working capital, and has a total stockholders’
deficit.  The Company does not currently have any revenue generating
operations.  These conditions raise substantial doubt about the
ability of the Company to continue as a going concern.





In view
of these matters, continuation as a going concern is dependent upon continued
operations of the Company, which in turn is dependent upon the Company’s ability
to meets its financial requirements, raise additional capital, and the success
of its future operations.  The financial statements do not include any
adjustments to the amount and classification of assets and liabilities that may
be necessary should the Company not continue as a going concern.





Management
has opted to file the Company’s periodic financial reports with the Securities
and Exchange Commission (SEC) and then to raise funds through a private
placement.  Management believes that this plan provides an opportunity
for the Company to continue as a going concern.





3.     Income
Taxes





Deferred
income taxes arise from temporary timing differences in the recognition of
income and expenses for financial reporting and tax purposes. The Company's
deferred tax assets consist entirely of the benefit from net operating loss
(NOL) carryforwards. The net operating loss carryforwards, if not used, will
expire in various years through 2029, and are severely restricted as per the
Internal Revenue code if there is a change in ownership. The Company's deferred
tax assets are offset by a valuation allowance due to the uncertainty of the
realization of the net operating loss carry forwards. Net operating loss
carryforwards may be further limited by other provisions of the tax
laws.





The
Company's deferred tax assets, valuation allowance, and change in valuation
allowance are as follows:


Period
      Ending
            
            Estimated
      NOL Carry-forward
            
            NOL
      Expires
            
            Estimated
      Tax Benefit from NOL
            
            Valuation
      Allowance
            
            Change
      in Valuation Allowance
            Net
      Tax BenefitDecember
      31, 2009
            
            $17,500
            
            2029
            
            $3,963
            
            $(3,963)
            
            $(3,963)
            $—December
      31, 2008
            
            $500,000
            
            Various
            
            $113,250
            
            $(113,250)
            
            $  —
            $—





Income
taxes at the statutory rate are reconciled to the Company’s actual income taxes
as follows:





Income
      tax benefit at statutory rate resulting from net 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 is obligated to pay franchise taxes and related fees to the State
of California.  At December 31, 2009 and 2008, accrued and unpaid
franchise taxes and related fees totaled $1,600 and $800.





4.     Capital
Stock





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





Common Stock
    The Company has authorized 100,000,000 shares of no par
value common stock.  On September 22, 2008, the stockholders approved
an increase in the authorized shares of common stock from 15,000,000 shares to
100,000,000 shares.  As of December 31, 2009, there were 14,425,903
shares issued and outstanding.





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





5.     Related
Party Transactions





Effective July 2, 2007, the Company
entered into a note payable agreement with a related party that provides for
borrowings up to the principal amount of $64,871.  The note is
uncollateralized and bears interest at an annual rate of 8%.  The
Company issued 945,987 shares of its common stock as additional consideration
for the note payable.As of December 31, 2009, the outstanding
balance of the note payable was $64,871.  The original due date of
June 30, 2008 was extended to June 30, 2009, and effective June 30, 2009, the
stockholder agreed to modify the terms of the note to make it due on
demand.





Effective
November 14, 2007, the Company entered into a revolving convertible loan
agreement with the President and a stockholder.  The agreement
provides for borrowings up to the principal amount of $133,333.  The
note is due on demand, is uncollateralized, bears interest at an annual rate of
8%, and is convertible into restricted common stock at $0.10 per
share.  The Company issued 10,000,000 shares of its common stock as
additional consideration for the note payable.  The stock was valued
at $10,000 and the Company recorded the $10,000 expense as financing costs of
$1,971 and consulting fees of $8,029.  As of December 31, 2009,
outstanding borrowings under the agreement totaled $70,141, including $17,853
borrowed during 2009.  The amount available for future borrowings was
$63,192 at December 31, 2009.





The
Company accrued interest expense of $11,212 on the two notes payable to
stockholders during 2009.





The Company’s President periodically
advances funds to the company so that it can meet its financial
obligations.During 2009, the President advanced no additional
funds to the Company.  As of December 31, 2009, the aggregate amounts
advanced, including amounts advanced and repayments during previous periods,
were $6,934.  These advances are due on demand, uncollateralized and
bear no interest.





The
Company uses the offices of its President for its minimal office facility needs
for no consideration.  No provision for these costs has been provided
since it has been determined that they are immaterial.








22







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




There
were no changes in or disagreements with our accountants during the two years
ended December 31, 2009.




ITEM
9A(T).    CONTROLS AND PROCEDURES




(a) Evaluation of Disclosure
Controls and Procedures. Our management, with the participation of
our President, evaluated the effectiveness of our disclosure controls and
procedures as of the end of the period covered by this report. Based on that
evaluation, our President concluded that our disclosure controls and procedures
as of the end of the period covered by this report were not effective such that
the information required to be disclosed by us in reports filed under the
Securities Exchange Act of 1934 is (i) recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms and (ii)
accumulated and communicated to our management, including our President, as
appropriate to allow timely decisions regarding disclosure. A controls system
cannot provide absolute assurance, however, that the objectives of the controls
system are met, and no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, within a company have
been detected.





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





(b) Changes in Internal Control over
Financial Reporting.  During 2009, there were no changes in the
Company's internal controls over financial reporting, known to the Chief
Executive Officer and the Chief Financial Officer, that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.





Management's Annual Report on
Internal Control over Financial Reporting.Our management is
responsible for establishing and maintaining adequate internal control over
financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our
internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States.





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












Our
management, with the participation of the President, evaluated the effectiveness
of the Company's internal control over financial reporting as of December 31,
2009. In making this assessment, our management used the criteria set forth by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
Internal Control -- Integrated Framework. Based on this evaluation, our
management, with the participation of the President, concluded that, as of
December 31, 2008, our internal control over financial reporting was not
effective due to material weaknesses in the system of internal
control.





Specifically,
management identified the following control deficiencies. (1) The Company has
not properly segregated duties as one or two individuals initiate, authorize,
and complete all transactions. The Company has not implemented measures that
would prevent the individuals from overriding the internal control system. The
Company does not believe that this control deficiency has resulted in deficient
financial reporting because the Chief Executive Officer and Chief Financial
Officer is aware of his responsibilities under the SEC's reporting requirements
and personally certifies the financial reports. (2) The Company has installed
accounting software that does not prevent erroneous or unauthorized changes to
previous reporting periods and does not provide an adequate audit trail of
entries made in the accounting software. The Company does not think that this
control deficiency has resulted in deficient financial reporting because the
Company has implemented a series of manual checks and balances to verify that
previous reporting periods have not been improperly modified and that no
unauthorized entries have been made in the current reporting
period.





Accordingly,
while the Company has identified certain material weaknesses in its system of
internal control over financial reporting, it believes that it has taken
reasonable steps to ascertain that the financial information contained in this
report is in accordance with generally accepted accounting
principles.  Management has determined that current resources would be
appropriately applied elsewhere and when resources permit, they will alleviate
material weaknesses through various steps.







ITEM
9B.    OTHER INFORMATION






None.





















PART III




ITEM
10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE




Directors
and Executive Officers




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




BoardName
      and
            
            
            
            
            
            PositionMunicipality
      of Residence
            
            Age
            
            Positions
      With the Company
            
            Held
      SinceBorivoje
      Vukadinovic Los Angeles, CA
            
            49
            
            President,
      Chief Executive Officer, Chief Financial Officer and
    Director
            
            1991




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




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




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




Board
Committees




Our Board
of Directors has not established a standing Audit, Compensation and Nominating
Committee during 2009.




Section
16(a) Beneficial Ownership Reporting Compliance




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













Code
of Ethics




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






ITEM
11.    EXECUTIVE COMPENSATION




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




Summary
Compensation Table





Name and
              Principal Position
            
            Year
            
            Salary
            
            All
              Other
              Compensation
            
            TotalBorivoje
      Vukadinovic
            
            2009
            
            $   0
            
            $ 0
            
            $   0Director,
      C.E.O., and C.F.O.2008
            
            $   0
            
            $
      0
            
            $   0





As of
December 31, 2009, and for the two years ended December 31, 2009, we did not
have an employment agreement with our executive officer.





Director
Compensation Table





Name
            
            Fees
      Earned or
              Paid
      in Cash
            
            
            Stock
              Awards
            
            Option
              Awards
            
            All
              Other
              Compensation
            
            TotalBorivoje
      Vukadinovic
            
            $  0
            
            
            $  0
            
            $  0
            
            $  0
            
            $ 
      0





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





Outstanding
Equity Awards at Fiscal Year-End





As of
December 31, 2009, there were no outstanding equity awards.  During
the two years ended December 31, 2009, we did not grant any equity
awards.





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





As of
April 14, 2010, there are a total of 14,425,903 shares of our common stock
outstanding, our only class of voting securities currently outstanding. The
following table describes the ownership of our voting securities by: (i) each of
our officers and directors; (ii) all of our officers and directors as a group;
and (iii) each shareholder known to us to own beneficially more than 5% of our
common stock. All ownership is direct, unless otherwise stated.












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


____________________


(1) Officer
and director.





Changes
in Control





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





Equity
Incentive Plan





We do not
have an equity incentive plan.







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




At
various times during the four years ended December 31, 2009, Borivoje
Vukadinovic advanced $31,341 to us so that we could meet our financial
obligations.  We have repaid $24,407 of these advances and the balance
owed at December 31, 2009 is $6,934.  In addition, effective July 2,
2007, we entered into a note payable agreement with Gary Agron that provides for
maximum borrowings up to $64,871.  The note is due on demand, as
extended, is uncollateralized, and bears interest at an annual rate of
8%.  The Company issued 945,987 shares of its common stock as
additional consideration for the note payable.  During 2007, we
received proceeds of $64,871 under the terms of this note.





Effective
November 14, 2007, we entered into a revolving convertible loan agreement with
Borivoje Vukadinovic and Gary Agron that provides for maximum borrowings up to
$133,333.  The note is due on demand, is uncollateralized, bears
interest at an annual rate of 8%, and is convertible into restricted common
stock at $0.10 per share.  The Company issued 10,000,000 shares of its
common stock as additional consideration for the note payable.  During
2009 and 2008, we received proceeds of $70,141 under the terms of this
note.
















ITEM
14.    PRINCIPAL ACCOUNTING FEES AND SERVICES






The
following table sets forth fees billed by our principal accounting firm of
Schumacher & Associates, Inc. in the last two years ended December 31,
2009:




2009
            
            2008Audit
      Fees
            
            $7,700
            
            $13,100Audit
      Related Fees
            
            0
            
            0Tax
      Fees
            
            0
            
            0All
      Other Fees
            
            0
            
            0Total
      Fees
            
            $7,700
            
            $13,100





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




PART
IV




ITEM
15.    EXHIBITS





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








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





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





















SIGNATURES




In
accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.




RETROSPETTIVA,
      INC./s/
      Borivoje VukadinovicDated:
      April 14, 2010
            By:
      Borivoje Vukadinovic, Director, Chief Executive Officer, and Chief
      Financial Officer











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


RETROSPETTIVA,
      INC./s/
      Borivoje VukadinovicDated:
      April 14, 2010
              By:
      Borivoje Vukadinovic, Director, Chief Executive Officer, and Chief
      Financial Officer