**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-QSB**

** **

| **(Mark One)**                                         | ** **                                                                                       |
|--------------------------------------------------------|--------------------------------------------------------------------------------------------------|
| **x**                                                  | **QUARTERLY REPORT UNDER SECTION 13 OR  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|                                                   |                                                                                             |
| **For the quarterly period ended:**March 31, 2007 |
| ** **                                             | ** **                                                                                       |
| **o**                                                  | **TRANSITION REPORT UNDER SECTION 13 OR  15(d) OF THE EXCHANGE ACT**                   |

 

For the transitionperiod from         to        

 

**RETROSPETTIVA,INC.**

(Exact Name ofSmall Business Issuer as Specified in its Charter)

 

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

 

**112 West9th Street, Suite 518, Los Angeles, CA  90015**

(Address ofPrincipal Executive Offices)  (Zip Code)

 

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

 

**8825 West Olympic Boulevard, Beverly Hills,CA  90211**

Former name, former address, and former fiscal year, if changed sincelast report

 

Check whether theIssuer (1) filed all reports required to be filed by Section 13 or 15(d) ofthe Exchange Act during the last 12 months (or for such shorter period that theRegistrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days.

Yes  x   No  o

 

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2of the Exchange Act).  Yes  x  No  o

 

State the numberof shares outstanding of each of the issuer’s classes of common equity, as ofthe latest practicable date:  14,425,903shares of common stock outstanding as of January 15, 2008.

 

Transitional SmallBusiness Disclosure Format:  Yes  o  No  x

 

 

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**RETROSPETTIVA,INC.**

 

**Index**

 
| ** **                              | **Page**                                                                                                                                                                         |
|-----------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                    |                                                                                                                                                                             |
| **Part I - FINANCIAL INFORMATION** | ** **                                                                                                                                                                       |
| ** **                              | ** **                                                                                                                                                                       | ** ** |
| Item 1.                                 | Balance Sheets at March 31,  2007 (unaudited) and December 31, 2006                                                                                                    | 3 |
|                                    |                                                                                                                                                                             |   |
|                                    | Statements of Operations  (unaudited) for the three months ended March 31, 2007 and 2006, and for  the Development Period from October 11, 2006 to March 31, 2007 | 4 |
|                                    |                                                                                                                                                                             |   |
|                                    | Statements of Cash Flows (unaudited)  for the three months ended March 31, 2007 and 2006, and for the  Development Period from October 11, 2006 to March 31, 2007 | 5 |
|                                    |                                                                                                                                                                             |   |
|                                    | Notes to Financial Statements (unaudited)                                                                                                                                        | 6 |
|                                    |                                                                                                                                                                             |   |
| Item 2.                                 | Management’s Discussion and Analysis or  Plan of Operation                                                                                                                  | 9 |
|                                    |                                                                                                                                                                             |   |
| Item 3.                                 | Controls and Procedures                                                                                                                                                          | 11 |
|                                    |                                                                                                                                                                             |   |
| **Part II - OTHER  INFORMATION**   |                                                                                                                                                                             |
|                                    |                                                                                                                                                                             |   |
| Item 2.                                 | Unregistered Sales of Equity Securities and  Use of Proceeds                                                                                                                     | 12 |
|                                    |                                                                                                                                                                             |   |
| Item 6.                                 | Exhibits                                                                                                                                                                         | 12 |
|                                    |                                                                                                                                                                             |   |
| SIGNATURES                              | 13                                                                                                                                                                               |

 

2

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**RETROSPETTIVA, INC.**

**(A Development Stage Company)**

**BALANCE SHEETS**

** **
| ** **                                                  | ** **   | **March 31, 2007** | ** ** | **December 31, 2006** | ** **   |
|-------------------------------------------------------------|--------------|-------------------------|------------|----------------------------|--------------|
| *** ***                                                | *** *** | **(Unaudited)**         | ** ** | **(See Note 1)**           | *** *** |
| ASSETS                                                      |         |                    |       |                       |         |
|                                                        |         |                    |       |                       |         |
| Current assets:                                             |         |                    |       |                       |         |
| Cash and cash  equivalents                                  |         | $                       | —     |                       | $            | — |   |
| Prepaid expenses                                            |         | 1,081                   |       | 2,461                      |         |
| Total current  assets                                       |         | $                       | 1,081      |                       | $            | 2,461 |   |
|                                                        |         |                    |       |                       |         |
| LIABILITIES AND  STOCKHOLDERS’ (DEFICIT)               |         |                    |       |                       |         |
|                                                        |         |                    |       |                       |         |
| Current liabilities:                                        |         |                    |       |                       |         |
| Accounts payable                                            |         | $                       | 49,093     |                       | $            | 27,699 |   |
| Judgment payable                                            |         | 165,060                 |       | 165,060                    |         |
| Advances payable  - related party                           |         | 21,509                  |       | 15,557                     |         |
| Total current  liabilities                                  |         | 235,662                 |       | 208,316                    |         |
|                                                        |         |                    |       |                       |         |
| Stockholders’ (deficit):                               |         |                    |       |                       |         |
| Preferred stock  - authorized 1,000,000 shares:             |         |                    |       |                       |         |
| No shares issued  or outstanding                            |         | —                  |       | —                     |         |
| Common stock -  no par value, 15,000,000 shares authorized: |         |                    |       |                       |         |
| 3,479,916 shares  issued and outstanding                    |         | 6,892,820               |       | 6,892,820                  |         |
| Additional  paid-in capital                                 |         | 230,000                 |       | 230,000                    |         |
| Accumulated  deficit through October 11, 2006          |         | (7,302,235              | )          | (7,302,235                 | )            |
| Accumulated  deficit during the development stage           |         | (55,166                 | )          | (26,440                    | )            |
| Total  stockholders’ (deficit)                         |         | (234,581                | )          | (205,855                   | )            |
|                                                        |         |                    |       |                       |         |
| Total  liabilities and stockholders’ (deficit)         |         | $                       | 1,081      |                       | $            | 2,461 |   |

 

The accompanying notes are an integral part of these financialstatements.

 

3

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**RETROSPETTIVA, INC.**

**(A Development Stage Company)**

**STATEMENTS OFOPERATIONS**

*for the three months ended  March 31, 2007 and 2006*

*and for the Development Period from October 11,2006 to March 31, 2007*

*(Unaudited)*

* *
| ** **                           | ** ** | ** ** | ** ** | ** ** | ** ** | **Development Stage**      | ** ** |
|--------------------------------------|------------|------------|------------|------------|------------|----------------------------|------------|
| ** **                           | ** ** | ** ** | ** ** | ** ** | ** ** | **October 11, 2006**  | ** ** |
| ** **                           | ** ** | **2007**   | ** ** | **2006**   | ** ** | **to March 31, 2007** | ** ** |
| * *                             | * *   | * *   | * *   | * *   | * *   | * *                   | * *   |
| Revenues                             |       | $          | —     |       | $          | —                     |       | $ | — |   |
|                                 |       |       |       |       |       |                       |       |
| Expenses:                            |       |       |       |       |       |                       |       |
| General and  administrative:         |       |       |       |       |       |                       |       |
| Professional  fees                   |       | 28,726     |       | —     |       | 53,741                     |       |
| Investor  relations                  |       | —     |       | —     |       | 625                        |       |
| Total expenses                       |       | 28,726     |       | —     |       | 54,366                     |       |
|                                 |       | —     |       |       |       |                       |       |
| Operating (loss)                     |       | (28,726    | )          | —     |       | (54,366                    | )          |
|                                 |       |       |       |       |       |                       |       |
| Provision for income taxes           |       | —     |       | —     |       | 800                        |       |
|                                 |       |       |       |       |       |                       |       |
| Net (loss)                           |       | $          | (28,726    | )          | $          | —                     |       | $ | (55,166 | ) |
|                                 |       |       |       |       |       |                       |       |
| Net (loss) per common share:         |       |       |       |       |       |                       |       |
| Basic and  Diluted                   |       | $          | (0.01      | )          | $          | —                     |       | $ | (0.02 | ) |
|                                 |       |       |       |       |       |                       |       |
| Weighted average shares outstanding: |       |       |       |       |       |                       |       |
| Basic and  Diluted                   |       | 3,479,916  |       | 3,479,916  |       | 3,479,916                  |       |

 

The accompanying notes are an integral part of these financialstatements.

 

4

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**RETROSPETTIVA, INC.**

**(A Development Stage Company)**

**STATEMENTS OF CASHFLOWS**

*for the three months ended  March 31, 2007 and 2006*

*and for the Development Period from October 11,2006 to March 31, 2007*

*(Unaudited)*

* *
| ** **                                      | ** ** | ** ** | ** ** | ** ** | ** ** | **Development Stage**      | ** ** |
|-------------------------------------------------|------------|------------|------------|------------|------------|----------------------------|------------|
| ** **                                      | ** ** | ** ** | ** ** | ** ** | ** ** | **October 11, 2006**  | ** ** |
| ** **                                      | ** ** | **2007**   | ** ** | **2006**   | ** ** | **to March 31, 2007** | ** ** |
|                                            |       |       |       |       |       |                       |       |
| Cash flows from operating activities:           |       |       |       |       |       |                       |       |
| Net cash (used  in) operating activities        |       | $          | (5,952     | )          | $          | —                     |       | $ | (21,509 | ) |
|                                            |       |       |       |       |       |                       |       |
| Cash flows from investing activities:           |       |       |       |       |       |                       |       |
| Net cash (used  in) investing activities        |       | —     |       | —     |       | —                     |       |
|                                            |       |       |       |       |       |                       |       |
| Cash flows from financing activities:           |       |       |       |       |       |                       |       |
| Advances from  related party                    |       | 5,952      |       | —     |       | 21,509                     |       |
| Net cash  provided by financing activities      |       | 5,952      |       | —     |       | 21,509                     |       |
|                                            |       |       |       |       |       |                       |       |
| Net increase (decrease) in cash and equivalents |       | —     |       | —     |       | —                     |       |
|                                            |       |       |       |       |       |                       |       |
| Cash and equivalents at beginning of year       |       | —     |       | —     |       | —                     |       |
|                                            |       |       |       |       |       |                       |       |
| Cash and equivalents at end of period           |       | $          | —     |       | $          | —                     |       | $ | — |   |
|                                            |       |       |       |       |       |                       |       |
| Supplemental Cash Flow Information              |       |       |       |       |       |                       |       |
| Interest paid                                   |       | $          | —     |       | $          | —                     |       | $ | — |   |
| Income taxes  paid                              |       | $          | 5,952      |       | $          | —                     |       | $ | 6,752 |   |

 

The accompanying notes are an integral part of these financialstatements.

 

5

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**RETROSPETTIVA, INC.**

**(A DEVELOPMENT STAGE COMPANY)**

**NOTESTO FINANCIAL STATEMENTS**

*March 31, 2007*

*(Unaudited)*

 

**1.     Summary of SignificantAccounting Policies**

 

**        InterimFinancial Information:**  The interim financialstatements included herein have been prepared by the Company, without audit,pursuant to the rules and regulations of the Securities and ExchangeCommission (“SEC”) as promulgated in Item 310 of Regulation S-B.  Certain information and footnote disclosuresnormally included in financial statements prepared in accordance withaccounting principles generally accepted in the United States of America (“USGAAP”) have been condensed or omitted pursuant to such SEC rules andregulations.  In the opinion ofmanagement, all adjustments (consisting of normal recurring accruals)considered necessary for a fair presentation of financial position as of March 31,2007, results of operations for the three months ended March 31, 2007 and2006, and cash flows for the three months ended March 31, 2007 and 2006,as applicable, have been made.  Theresults for these interim periods are not necessarily indicative of the resultsfor the entire year.  The accompanyingfinancial statements should be read in conjunction with the financialstatements and the notes thereto included in the Company’s Form 10-KSB.

 

**        Basis ofPresentation:**          Retrospettiva, Inc.(the “Company”) was organized under the laws of the State of California inNovember, 1990 to manufacture and import textile products, including finishedgarments and fabrics. The Company’s manufacturing facilities and warehouseswere located primarily in Europe.  TheCompany ceased operations in 2001 and has been inactive since 2002. On August 2,2004, the Company was terminated, by administrative action of the State ofCalifornia as a result of non-filing of required documents with the State ofCalifornia.  Effective February 15,2007, the Company reinstated its charter.

 

        EffectiveOctober 11, 2006 (date of entering the development stage), effortscommenced to revive the Company.  Legalcounsel was hired to address litigation involving the Company and activitieswere undertaken to prepare and file delinquent tax and financial reports.  Furthermore, a financial judgment against theCompany dating back to 2002 was addressed and a final settlement was reached inOctober 2007.  The Company intendsto become current in its reporting obligations to the SEC and various taxingauthorities.

 

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

 

**        DevelopmentStage Company:**    Based on the Company’sbusiness plan, it is a development stage company since planned principleoperations have not yet commenced. Accordingly, the Company presents its financial statements in conformitywith the accounting principles generally accepted in the United States ofAmerica that apply to established operating enterprises.  In addition, as a development stageenterprise, the Company discloses the deficit accumulated during the 

 

6

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developmentstage and the cumulative statements of operations and cash flows fromcommencement 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.

 

**        Per ShareAmounts:**    SFAS 128, “Earnings PerShare,” provides for the calculation of “Basic” and “Diluted” earnings pershare. Basic earnings per share includes no dilution and is computed bydividing net income (or loss) by the weighted-average number of sharesoutstanding during the period. Diluted earnings per share reflect the potentialdilution of securities that could share in the earnings of the Company, similarto fully diluted earnings per share. During 2007 and 2006, the Company has notissued any potentially dilutive securities.

 

**        Use ofEstimates:**    The preparation of theCompany’s financial statements in conformity with generally accepted accountingprinciples requires the Company’s management to make estimates and assumptionsthat affect the amounts of assets and liabilities, the disclosure of contingentassets and liabilities at the date of the financial statements, and thereported amounts of revenues and expenses during the reporting period. Actualresults could differ from those estimates.

 

**        RecentAccounting Pronouncements:**    Therewere various accounting standards and interpretations issued during  2007, none of which are expected to a have a material impact on the Company’s  financial position, operations or cash flows.

 

**2.     GoingConcern**

 

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

 

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

 

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

 

**3.     Related Party Transactions:**

 

         During2007, a related party advanced $5,952 to the Company so that it could meet itsfinancial obligations.  As of March 31,2007, the aggregate amounts advanced, including amounts advanced duringprevious periods, were $21,059.  Theseadvances are due on demand, uncollateralized and bear no interest.

 

7

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

 

**4.     Commitmentsand Contingencies**

 

         EffectiveMay 20, 2002, Emeryworld obtained a judgment against the Company in theamount of $165,060.  Effective October 26,2007, the Company negotiated a settlement with Emeryworld that required a cashpayment of $27,750.

 

**5.     IncomeTaxes**

 

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

 

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

 

| **Period Ending**   | ** ** | **Estimated  NOL Carry-  forward** | ** ** | **NOL  Expires** | ** ** | **Estimated Tax  Benefit from  NOL** | ** ** | **Valuation  Allowance** | ** ** | **Change in  Valuation  Allowance** | ** ** | **Net Tax  Benefit** | ** ** |
|---------------------|------------|------------------------------------|------------|------------------|------------|--------------------------------------|------------|--------------------------|------------|-------------------------------------|------------|----------------------|------------|
| March 31, 2007 |       | $                                  | 500,000    |             | 2027       |                                 | $          | 113,250                  |       | $                                   | (113,250   | )                    | $          | — |   | — |   |
|                     |            |                                    |            |                  |            |                                      |            |                          |            |                                     |            |                      |            |  |  |  |  |

 

        Income taxes at thestatutory 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      | %  |

 

**6.     Subsequent Events**

 

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

 

        EffectiveNovember 14, 2007, the Company entered into a loan agreement with thePresident and a shareholder, that provides for borrowings up to the principalamount of $133,333.  The note is due ondemand, is uncollateralized, and bears interest at an annual rate of 8%.  The Company issued 10,000,000 shares of itscommon stock as additional consideration for the note payable.  Subsequent to March 31, 2007, theCompany received proceeds of $28,052 under this borrowing arrangement.

 

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

 

         Subsequentto March 31, 2007, the Company settled its dispute with Emeryworld andagreed to pay $27,750 in settlement of a judgment in the amount of$165,060.  A gain on settlement of$137,310 will be recorded in the quarter ended December 31, 2007.

 

8

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**Item 2.  Management’s Discussion and Analysis or Planof Operation**

 

**Overview**

 

The following discussionupdates our plan of operation for the next twelve months. It also analyzes our financialcondition at March 31, 2007 and compares it to our financial condition at December 31,2006. Finally, the discussion summarizes the results of our operations for thethree months ended March 31, 2007 and compares those results to thecorresponding periods ended March 31, 2006.  This discussion and analysis should be readin conjunction with our audited financial statements for the two years ended December 31,2006, including footnotes, and the discussion and analysis included in our Form 10-KSB.

 

**Plan ofOperation**

 

Retrospettiva, Inc.(the “Company”) was organized under the laws of the State of California inNovember, 1990.  Prior to 2002, ourbusiness was to manufacture and import textile products from Europe, includingfinished goods.  Our European operationswere based in and around Macedonia.  On July 2,2001, we announced that the civil war in Macedonia rendered it impossible tocontinue operations.  We ceased operatingand liquidated all of our assets.

 

On October 11, 2006,the Board of Directors decided to revive the Company.  Since that date, we have undertaken varioussteps required to develop the Company. We updated our tax filings and began the process of updating ourdelinquent filings with the Securities and Exchange Commission.  During 2007, we negotiated a settlement withEmeryworld, a company which, on May 20, 2002, obtained a judgment againstus in the amount of $165,060.  On October 26,2007, we reached a settlement agreement with them under which they agreed toaccept a cash payment of $27,750.

 

Our plan of operation isto update our affairs so that we become current in our various reportingobligations.  We intend to combine theCompany with another entity in a merger, acquisition, or similar transaction andare seeking potential candidates.  Ourplan is to evaluate prospects, structure a transaction, and ultimately combinewith another entity.  We are unable, atthis time, to predict when, if ever, our objectives will be achieved.

 

**Liquidityand Capital Resources**

 

As of March 31, 2007, we had a working capital deficit of$(234,581).  We had current assets of$1,081 and current liabilities of $235,662. This represents a $28,726 increase in the deficit from the workingcapital deficit of $(205,855) at fiscal year end December 31, 2006.  During the three months ended March 31,2007, our working capital deficit increased because of costs incurred to reviveour business.

 

Tofund our operations, we entered into a loan agreement with one of ourshareholders on July 2, 2007.  The principal maximum amount of theloan that can be drawn is $64,871 bearing interest at 8% per annum. Subsequent to March 31, 2007, we borrowed $64,871 under the loan.  We also issued 945,987 shares of our commonstock 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,that provides for borrowings up to the principal amount of $133,333.  The note is due on demand, isuncollateralized, and bears interest at an annual rate of 8%.  We issued 10,000,000 shares of common stockas additional consideration for the note payable.  Subsequent to March 31, 2007, wereceived proceeds of $28,052 under this borrowing arrangement.

 

Inaddition, our President has periodically advanced funds to us to meet ourworking capital needs.  As of March 

 

9

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31,2007, we owe our President $21,509 for advances which are uncollateralized,non-interest bearing and due on demand.  During the three months ended March 31,2007, we incurred other obligations and liabilities which are reflected in theaccompanying balance sheet as accounts payable and accrued expenses.

 

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

 

All of our expenses arecurrently being funded by related parties. During the three months ended March 31, 2007, we used net cash of $5,952in operating activities, and we received advances from a related party of$5,952.  During the three months endedMarch 31, 2006, cash was neither used nor provided by any of our activities.

 

**Resultsof Operations — Three Months Ended March 31, 2007 Compared to the ThreeMonths Ended March 31, 2006**

 

We are considered a development stagecompany for accounting purposes, since we are working to revive the Company andto implement our plan of operations.  Weare unable to predict with any degree of accuracy when this classification willchange.  We expect toincur losses until such time, if ever, we begin generating revenue fromoperations.

 

For the three months ended March 31,2007, we recorded a net loss of $(28,726), or $ (0.01) per share, compared to aloss for the corresponding period of 2006 of $nil or $0.00 per share.  In neither period did we report anyrevenue.

 

Operating expenses increased to $28,726for the three months ended March 31, 2007 compared to $nil during the sameperiod of 2006.  During 2007, we incurredlegal fees in connection with our defense of a civil lawsuit filed against usthat was dismissed in 2007.

 

**Forward-LookingStatements**

 

ThisForm 10-QSB contains or incorporates by reference “forward-lookingstatements,” as that term is used in federal securities laws, about ourfinancial condition, results of operations and business.  These statements include, among others:

 

- statements concerningthe benefits that we expect will result from our business activities andresults of exploration that we contemplate or have completed, such as increasedrevenues; and

 

- statements of ourexpectations, beliefs, future plans and strategies, anticipated developmentsand other matters that are not historical facts.

 

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

 

These forward-lookingstatements are subject to numerous assumptions, risks and uncertainties thatmay cause our actual results to be materially different from any future resultsexpressed or implied in those statements. Because the statements are subject to risks and uncertainties, actualresults may differ materially from those expressed or implied.  We caution you not to put undue reliance onthese statements, which speak only as of the date of this report.  Further, the information contained in thisdocument or incorporated herein by reference is a statement of our presentintention and is based on present facts and 

 

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assumptions, and maychange at any time and without notice, based on changes in such facts orassumptions.

 

**Risk Factors ImpactingForward-Looking Statements**

 

The important factorsthat could prevent us from achieving our stated goals and objectives include, butare 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 orinflation;

·                  The willingness and ability of thirdparties to honor their contractual commitments;

·                  Our ability to raise additional capital,as it may be affected by current conditions in the stock market and competitionfor risk capital;

·                  Environmental and other regulations, asthe same presently exist and may hereafter be amended;

 

We undertake noresponsibility or obligation to update publicly these forward-lookingstatements, but may do so in the future in written or oral statements.  Investors should take note of any futurestatements made by or on our behalf.

 

**Item 3. Controls and Procedures**

 

(a) We maintain a system of controls and procedures designed to ensure thatinformation required to be disclosed by us in reports that we file or submitunder the Securities Exchange Act of 1934, as amended, is recorded, processed,summarized and reported, within time periods specified in the SEC’s rules andforms and to ensure that information required to be disclosed by us in thereports that we file or submit under the Securities Exchange Act of 1934, asamended, is accumulated and communicated to our management, including our ChiefExecutive Officer and Principal Financial Officer, as appropriate to allowtimely decisions regarding required disclosure. As of March 31, 2007, under the supervision and with theparticipation of our Chief Executive Officer and Principal Financial Officer,management has evaluated the effectiveness of the design and operation of ourdisclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and PrincipalFinancial Officer concluded that our disclosure controls and procedures wereeffective.

 

(b)           Changes in Internal Controls.  Therewere no changes in our internal control over financial reporting during thequarter ended March 31, 2007 that materially affected, or is reasonablylikely to materially affect, our internal controls over financial reporting.

 

11

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**PART II**

 

**Item 2.    UnregisteredSales of Equity Securities and Use of Proceeds**

 

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

 

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

 

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

 

**Item 6.  Exhibits.**

 

a.  Exhibits

 

31                                            Certification pursuant to Section 302 of the Sarbanes-Oxley Act of2002 for Borivoje Vukadinovic.

 

32                                            Certification pursuant to Section 906 of theSarbanes-Oxley Act of 2002 for Borivoje Vukadinovic.

 

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**SIGNATURES**

 

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

 
|                          | RETROSPETTIVA, INC.                       |
|-------------------------------|-------------------------------------------|
|                          |                                      |
|                          | /s/  Borivoje Vukadinovic                 |
| Dated: February 12, 2008 | By: Borivoje Vukadinovic,                 |
|                          | President and Principal Executive Officer |
|                          |                                      |
|                          | /s/  Borivoje Vukadinovic                 |
| Dated: February 12, 2008 | By: Borivoje Vukadinovic,                 |
|                          | Principal Financial Officer               |
|                          |                                      |

 

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