---

---

|UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
|------------------------------------------------
|Washington, D.C. 20549                          

# FORM 10-Q

(Mark One)

|[X] | QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ---------------------------------------------------------------------------------------

For the quarterly
period ended:    March 31, 2008

|[_] | TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT
|--- | ---------------------------------------------------------------------

For the transition
period from ____ to ________

|RETROSPETTIVA, INC.                                   
|------------------------------------------------------
|(Exact Name of Registrant as Specified in its Charter)

|CALIFORNIA                                                           | 333-29295               | 95-4298051                           
|-------------------------------------------------------------------- | ----------------------- | -------------------------------------
|(State or other jurisdiction      
of incorporation or organization) | (Commission 
 File No.) | I.R.S. Employer
Identification Number

|112 West 9th Street, Suite 518, Los Angeles, CA 90015
|-----------------------------------------------------
|(Address of Principal Executive Offices) (Zip Code)  

Registrant's telephone
number including area code: (213) 623-9216

Former name, former
address, and former fiscal year, if changed since last report

Check whether the Registrant (1)
filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceeding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes   [X]      No  [_]

Indicate by checkmark whether the
registrant is a large 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  [_]                                             
     Non-accelerated filer   [_] (Do not check if a smaller reporting company) | Accelerated filer  [_]
Smaller reporting company  [X]

Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes   [X]
    No   [_]

State the number of shares
outstanding of each of the issuer's classes of common equity, as of the latest
practicable date: 14,425,903 shares of common stock outstanding as of May 8, 2008.

---

---

---



# RETROSPETTIVA, INC.

# Index

|                               |                                                                                                                                                                 | Page
|------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|                               |                                                                                                                                                                 |     
|Part I - FINANCIAL INFORMATION |                                                                                                                                                                 |     
|                               |                                                                                                                                                                 |     
|Item 1.                        | Financial Statements                                                                                                                                            |     
|                               |                                                                                                                                                                 |     
|                               | Balance Sheets as of March 31, 2008 (unaudited) and
December 31, 2007                                                                                           | 3   
|                               |                                                                                                                                                                 |     
|                               | Statements of Operations (unaudited) for the
three months ended March 31, 2008 and 2007, and for the
Development Period from October 11, 2006 to March 31, 2008 | 4   
|                               |                                                                                                                                                                 |     
|                               | Statements of Cash Flows (unaudited) for the
three months ended March 31, 2008 and 2007, and for the
Development Period from October 11, 2006 to March 31, 2008 | 5   
|                               |                                                                                                                                                                 |     
|                               | Notes to Financial Statements (unaudited)                                                                                                                       | 6   
|                               |                                                                                                                                                                 |     
|Item 2.                        | Management's Discussion and Analysis or Plan of Operation                                                                                                       | 9   
|                               |                                                                                                                                                                 |     
|Item 3.                        | Quantitative and Qualitative Disclosures About Market Risk                                                                                                      | 11  
|                               |                                                                                                                                                                 |     
|Item 4T.                       | Controls and Procedures                                                                                                                                         | 11  
|                               |                                                                                                                                                                 |     
|Part II - OTHER INFORMATION    |                                                                                                                                                                 |     
|                               |                                                                                                                                                                 |     
|Item 1.                        | Legal Proceedings                                                                                                                                               | 13  
|                               |                                                                                                                                                                 |     
|Item 1A.                       | Risk Factors                                                                                                                                                    | 13  
|                               |                                                                                                                                                                 |     
|Item 2.                        | Unregistered Sales of Equity Securities and Use of Proceeds                                                                                                     | 13  
|                               |                                                                                                                                                                 |     
|Item 3.                        | Defaults Upon Senior Securities                                                                                                                                 | 13  
|                               |                                                                                                                                                                 |     
|Item 4.                        | Submission of Matters to a Vote of Security Holders                                                                                                             | 13  
|                               |                                                                                                                                                                 |     
|Item 5.                        | Other Information                                                                                                                                               | 13  
|                               |                                                                                                                                                                 |     
|Item 6.                        | Exhibits                                                                                                                                                        | 13  
|                               |                                                                                                                                                                 |     
|SIGNATURES                     |                                                                                                                                                                 | 14  
|                               |                                                                                                                                                                 |     

2

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

|                                                                 | March 31, 2008(Unaudited) |  | December 31, 2007(See Note 1) |           
|---------------------------------------------------------------- | ------------------------- |  | ----------------------------- | ----------
|ASSETS                                                           |                           |  |                               |           
|Current assets:                                                  |                           | 
|Cash and cash equivalents                                        |                           |  | $                             | 89        
|                                                                 |                           |  |                               |           
|Total current assets                                             |                           |  | $                             | 89        
|                                                                 |                           |  |                               |           
|LIABILITIES AND STOCKHOLDERS' (DEFICIT)                          |                           | 
|Current liabilities:                                             |                           | 
|Accounts payable                                                 |                           |  | $                             | 11,480    
|Accrued expenses                                                 |                           |  |                               | 290       
|Advances payable - officer                                       |                           |  |                               | 5,253     
|Notes payable - stockholders                                     |                           |  |                               | 105,069   
|Accrued interest - stockholders                                  |                           |  |                               | 2,873     
|                                                                 |                           |  |                               |           
|Total current liabilities                                        |                           |  |                               | 124,965   
|                                                                 |                           |  |                               |           
|Stockholders' (deficit):                                         |                           | 
|Preferred stock - authorized 1,000,000 shares:                   |                           | 
|No shares issued or outstanding                                  |                           |  |                               |          
|Common stock - no par value, 15,000,000 shares authorized:       |                           | 
|14,425,903 shares issued and outstanding                         |                           |  |                               | 6,903,766 
|Additional paid-in capital                                       |                           |  |                               | 230,000   
|Accumulated deficit through October 11, 2006                     |                           |  |                               | (7,302,235
|Retained earnings (accumulated deficit) during development stage |                           |  |                               | 43,593    
|                                                                 |                           |  |                               |           
|Total stockholders' (deficit)                                    |                           |  |                               | (124,876  
|                                                                 |                           |  |                               |           
|Total liabilities and stockholders' (deficit)                    |                           |  | $                             | 89        
|                                                                 |                           |  |                               |           

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

3

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RETROSPETTIVA, INC.
(A Development Stage Company)  STATEMENTS OF OPERATIONSfor the three months ended March 31, 2008 and 2007 and for the
Development Period from October 11, 2006 to March 31, 2008 (Unaudited)

|                                     | 2008 |  | 2007 |            | Development Stage
October 11, 2006
to March 31, 2008 |  
|------------------------------------ | ---- |  | ---- | ---------- | ---------------------------------------------------- | -
|Revenues                             |      |  | $    |           |                                                      | $
|                                     |      |  |      |            |                                                      |  
|Expenses:                            |      | 
|General and administrative:          |      | 
|Financing costs                      |      |  |      |           |                                                      |  
|Consulting fees                      |      |  |      |           |                                                      |  
|Accounting and legal                 |      |  |      | 19,510     |                                                      |  
|Investor relations                   |      |  |      | 439        |                                                      |  
|                                     |      |  |      |            |                                                      |  
|Total expenses                       |      |  |      | 19,949     |                                                      |  
|                                     |      |  |      |            |                                                      |  
|Operating (loss)                     |      |  |      | (19,949    | )                                                    |  
|                                     |      |  |      |            |                                                      |  
|Other income (expense):              |      | 
|Gain from litigation settlement      |      |  |      |           |                                                      |  
|Interest (expense)                   |      |  |      | (1,907     | )                                                    |  
|                                     |      |  |      |            |                                                      |  
|                                     |      |  |      | (1,907     | )                                                    |  
|                                     |      |  |      |            |                                                      |  
|Income (loss) before income taxes    |      |  |      | (21,856    | )                                                    |  
|                                     |      | 
|Provision for income taxes           |      |  |      |           |                                                      |  
|                                     |      |  |      |            |                                                      |  
|Net income (loss)                    |      |  | $    | (21,856    | )                                                    | $
|                                     |      |  |      |            |                                                      |  
|Net (loss) per common share:         |      | 
|Basic and Diluted                    |      |  | $    | (0.00      | )                                                    | $
|                                     |      |  |      |            |                                                      |  
|Weighted average shares outstanding: |      | 
|Basic and Diluted                    |      |  |      | 14,425,903 |                                                      |  
|                                     |      |  |      |            |                                                      |  

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

4

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RETROSPETTIVA, INC.
(A Development Stage Company)  STATEMENTS OF CASH FLOWSfor the three months ended March 31, 2008 and 2007 and for the
Development Period from October 11, 2006 to March 31, 2008
(Unaudited)

|                                                | 2008 |  | 2007 |         | Development Stage
October 11, 2006
to March 31, 2008 |  
|----------------------------------------------- | ---- |  | ---- | ------- | ---------------------------------------------------- | -
|Cash flows from operating activities:           |      |  |      |         |                                                      |  
|Net cash (used in) operating activities         |      |  | $    | (12,197 | )                                                    | $
|                                                |      |  |      |         |                                                      |  
|Cash flows from investing activities:           |      | 
|Net cash (used in) investing activities         |      |  |      |        |                                                      |  
|                                                |      |  |      |         |                                                      |  
|Cash flows from financing activities:           |      | 
|Proceeds from notes payable - stockholders      |      |  |      | 12,146  |                                                      |  
|Advances from (repayments to) officer           |      |  |      | (360    | )                                                    |  
|                                                |      |  |      |         |                                                      |  
|Net cash provided by financing activities       |      |  |      | 11,786  |                                                      |  
|                                                |      |  |      |         |                                                      |  
|Net increase (decrease) in cash and equivalents |      |  |      | (411    | )                                                    |  
|                                                |      | 
|Cash and equivalents at beginning of year       |      |  |      | 500     |                                                      |  
|                                                |      |  |      |         |                                                      |  
|Cash and equivalents at end of period           |      |  | $    | 89      |                                                      | $
|                                                |      |  |      |         |                                                      |  
|Supplemental Cash Flow Information              |      | 
|Interest paid                                   |      |  | $    |        |                                                      | $
|                                                |      |  |      |         |                                                      |  
|Income taxes paid                               |      |  | $    | 1,310   |                                                      | $
|                                                |      |  |      |         |                                                      |  

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

5

---



RETROSPETTIVA, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTSMarch 31, 2008
(Unaudited)

|1. | Summary
of Significant Accounting Policies
|-- | ------------------------------------------

Interim
Financial Information: The interim financial statements included herein have been
prepared by the Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission (SEC) as promulgated in Item 210 of
Regulation S-X. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles generally accepted
in the United States of America (US GAAP) have been condensed or omitted
pursuant to such SEC rules and regulations. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair presentation of
financial position as of March 31, 2008, results of operations for the three months ended
March 31, 2008 and 2007, and cash flows for the three months ended March 31, 2008 and
2007, as applicable, have been made. The results for these interim periods are not
necessarily indicative of the results for the entire year. The accompanying financial
statements should be read in conjunction with the financial statements and the notes
thereto included in the Companys Form 10-KSB.

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 finished garments and
fabrics. The Companys manufacturing facilities and warehouses were located primarily
in Europe. The Company ceased operations in 2001 and has been inactive since 2002. 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 its charter.

Effective
October 11, 2006 (date of entering 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 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 the
Company commenced its efforts to revive its business.

6

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Per
Share Amounts:    SFAS 128, Earnings Per Share,
provides for the calculation of Basic and Diluted earnings per
share. Basic earnings per share includes no dilution and is computed by dividing net
income (or loss) by the weighted-average number of shares outstanding during the period.
Diluted earnings per share reflect the potential dilution of securities that could share
in the earnings of the Company, similar to fully diluted earnings per share. During 2008
and 2007, the Company has not issued any potentially dilutive securities.

Use
of Estimates:    The preparation of the Companys financial
statements in conformity with generally accepted accounting principles requires the
Companys management to make estimates and assumptions that affect the amounts of
assets and liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Recent
Accounting Pronouncements:    There were various accounting
standards and interpretations issued during 2008, none of which are expected to a 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 no business operations and has negative
working capital and stockholders (deficits). 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
meet 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 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. | Related
Party Transactions:
|-- | ---------------------------

Effective
July 2, 2007, the Company entered into a note payable agreement with a stockholder that
provides for borrowings up to the principal amount of $64,871. The note is due June 30,
2008, is uncollateralized, and bears interest at an annual rate of 8%. The Company issued
945,987 shares of its common stock as additional consideration for the note payable.
During 2007, the Company received proceeds of $64,871 under this borrowing arrangement.

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. During 2008, the Company
received additional proceeds of $12,146 under this borrowing arrangement.

7

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The
Company accrued interest expense of $1,907 on the two notes payable during the three
months ended March 31, 2008.

The
Companys President periodically advances funds to the Company so that it can meet
its financial obligations. During 2008, the President advanced an additional $150 to the
Company and the Company repaid $510 to the President. As of March 31, 2008, the aggregate
amounts advanced, including amounts advanced during previous periods, were $5,253. 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.

|4. | 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) carry forwards. The net
operating loss carry forward, if not used, will expire in various years through 2028, and
is 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 Benefit |           
|-------------- |  | --------------------------- |  | ----------- |  | ------------------------------ |  | ------------------- |  | ----------------------------- |  | --------------- | ----------
|March 31, 2008 |  |                             |  | $500,000    |  | 2028                           |  |                     |  | $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                                                 | 
|State tax (benefit) net of federal benefit                        | 
|Deferred income tax valuation allowance                           | 
|                                                                  | 
|Actual tax rate                                                   | 
|                                                                  | 

8

---



# Item 2.  
Managements Discussion and Analysis or Plan of Operation

# Overview

The following discussion updates our
plan of operation for the next twelve months. It also analyzes our financial condition at
March 31, 2008 and compares it to our financial condition at December 31, 2007. Finally,
the discussion summarizes the results of our operations for the three months ended March
31, 2008 and compares those results to the corresponding periods ended March 31, 2007.
This discussion and analysis should be read in conjunction with our audited financial
statements for the two years ended December 31, 2007, including footnotes, and the
discussion and analysis included in our Form 10-KSB.

# 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 from
Europe, including finished goods. 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 its charter.

On October 11, 2006, the Board of
Directors decided to revive the Company. Since that date, we have undertaken various steps
required to develop the Company. We updated our tax filings with the various taxing
authorities and our financial statement filings with the Securities and Exchange
Commission. During 2007, we negotiated a settlement with Emeryworld, a company which, on
May 20, 2002, obtained a judgment against us in the amount of $165,060. On October 26,
2007, we reached a settlement agreement with them under which they agreed to accept a cash
payment of $27,750.

Our plan of operation is to update
our affairs so that we 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.

# Liquidity and Capital
Resources

As of March 31, 2008, we had a
working capital deficit of $(124,876). We had current assets of $89 and current
liabilities of $124,965. This represents a $21,856 increase in the deficit from the
working capital deficit of $(103,020) at December 31, 2007. During the three months ended
March 31, 2008, our working capital deficit increased because of costs incurred to revive
our business.

To fund our operations, we entered
into a loan agreement with one of our shareholders on July 2, 2007. The principal maximum
amount of the loan that can be drawn is $64,871 bearing interest at 8% per annum. We
borrowed $64,871 under the loan, all of which is outstanding as of March 31, 2008. We also
issued 945,987 shares of our common stock as additional consideration for the loan
agreement. In addition, on November 14, 2007, we entered into a loan agreement with our
President and a shareholder. The principal maximum amount that can be borrowed is
$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. We issued
10,000,000 shares of common stock as additional consideration for the note payable. As of
March 31, 2008, we had borrowed $40,198 under this arrangement and the amount available
for future borrowings was $93,135.

9

---



In addition, our President has
periodically advanced funds to us to meet our working capital needs. As of March 31, 2008,
we owe our President $5,253 for advances which are uncollateralized, non-interest bearing
and due on demand.  During the three months ended March 31, 2008, we incurred other
obligations and liabilities which are reflected in the accompanying balance sheet as
accounts payable and accrued expenses.

We will need additional funding to
achieve our ultimate goals.  In the past we have relied on loans and advances from
shareholders to fund our operations, however we have no written or firm agreement
regarding financing.

We used cash of $12,197 in operating
activities during the first three months of 2008 compared to cash used of $5,952 during
the first three months of 2007. All of our cash needs are currently being funded by
related parties.

# Results of Operations
 Three Months Ended March 31, 2008 Compared to the Three Months Ended March 31, 2007

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 three months ended March 31,
2008, we recorded a net loss of $(21,856), or $ (0.00) per share, compared to a loss for
the corresponding period of 2007 of $(28,726) or $(0.01) per share. In neither period did
we report any revenue.

Operating expenses decreased to
$19,949 for the three months ended March 31, 2008 compared to $28,726 during the
comparable period of 2007. During 2007, we incurred legal fees in connection with our
defense of a civil lawsuit filed against us that was dismissed in 2007.

During the three months ended March
31, 2008, we incurred interest expense of $1,907 related to the notes payable to
stockholders. We incurred no interest expense during the comparable period of 2007.

# Forward-Looking
Statements

This Form 10-Q 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 exploration 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.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------

10

---



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 3.   Quantitative and
Qualitative Disclosures about Market Risk

The important factors that could
prevent us from achieving our stated goals and objectives include, but are not limited to,
those set forth in our annual report on Form 10-KSB, other reports filed with the SEC and
the following:

| |  | The
worldwide economic situation;
| | - | ---------------------------------

| |  | Any
change in interest rates or inflation;
| | - | ------------------------------------------

| |  | The
willingness and ability of third parties to honor their contractual commitments;
| | - | ------------------------------------------------------------------------------------

| |  | Our
ability to raise additional capital, as it may be affected by current conditions in the
stock market and competition for                   risk capital;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Environmental
and other regulations, as the same presently exist and may hereafter be amended;
| | - | ----------------------------------------------------------------------------------------------

We undertake no responsibility or
obligation to update publicly these forward-looking statements, but may do so in the
future in written or oral statements.  Investors should take note of any future
statements made by or on our behalf.

Item 4T.  Controls and Procedures

(a)  We maintain a system of
controls and procedures designed to ensure that information required to be disclosed by
us in reports that we file or submit under the Securities Exchange Act of 1934, as
amended, is recorded, processed, summarized and reported, within time periods specified
in the SEC's rules and forms and to ensure that information required to be disclosed by
us in the reports that we file or submit under the Securities Exchange Act of 1934, as
amended, is accumulated and communicated to our management, including our Chief Executive
Officer and Principal Financial Officer, as appropriate to allow timely decisions
regarding required disclosure. As of March 31, 2008, under the supervision and with the
participation of our Chief Executive Officer and Principal Financial Officer, management
has evaluated the effectiveness of the design and operation of our disclosure controls
and procedures.  Based on that evaluation, the Chief Executive Officer and Principal
Financial Officer concluded that our disclosure controls and procedures were effective.

11

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(b)      Changes in Internal
Controls.  There were no changes in our internal control over financial reporting during
the quarter ended March 31, 2008 that materially affected, or is reasonably likely to
materially affect, our internal controls over financial reporting.

12

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# PART II - OTHER
INFORMATION

Item 1.   Legal
Proceedings.

None

Item 1A.   Risk Factors.

Not
required for smaller reporting companies.

Item 2.    Unregistered
Sales of Equity Securities and Use of Proceeds.

None

Item 3.    Defaults Upon
Senior Securities.

None

Item 4.    Submission of
Matters to a Vote of Security Holders.

None

Item 5.    Other
Information.

None

Item 6.    Exhibits.

a.     Exhibits

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

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

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# SIGNATURES

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

|                                                                                   |                                                                                                                                                                                              
|---------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Dated: May 13, 2008 
                    
                    
Dated: May 13, 2008 | RETROSPETTIVA, INC./s/ Borivoje Vukadinovic
By: Borivoje Vukadinovic,
President and Principal Executive Officer/s/ Borivoje Vukadinovic
By: Borivoje Vukadinovic,
Principal Financial Officer

14

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