**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:  September 30, 2007** |
| ** **                                                   | ** **                                                                                       |
| **o**                                                        | **TRANSITION REPORT UNDER SECTION 13 OR  15(d) OF THE EXCHANGE ACT**                   |

 

**For thetransition period 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  Noo

 

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

 

 

 

----

 

**RETROSPETTIVA,INC.**

 

**Index**

 
| ** **                              | ** **                                                                                                                                                                               | ** ** | **Page**   |
|-----------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------|
|                                    |                                                                                                                                                                                     |       |       |
| **Part I - FINANCIAL INFORMATION** | ** **                                                                                                                                                                               | ** ** | ** ** |
| ** **                              | ** **                                                                                                                                                                               | ** ** | ** ** |
| Item 1.                                 | Balance Sheets at  September 30, 2007 (unaudited) And December 31, 2006                                                                                                        | 3          |
|                                    |                                                                                                                                                                                     |       |       |
|                                    | Statements of Operations  (unaudited) for the three months ended September 30, 2007 and 2006                                                                                        | 4          |
|                                    |                                                                                                                                                                                     |       |       |
|                                    | Statements of Operations  (unaudited) for the nine months ended September 30, 2007 and 2006, and  for the Development Period from October 11, 2006 to September 30,  2007 | 5          |
|                                    |                                                                                                                                                                                     |       |       |
|                                    | Statements of Cash Flows (unaudited)  for the nine months ended September 30, 2007 and 2006, and for the  Development Period from October 11, 2006 to September 30, 2007  | 6          |
|                                    |                                                                                                                                                                                     |       |       |
|                                    | Notes  to Financial Statements (unaudited)                                                                                                                                               |       | 7          |
|                                    |                                                                                                                                                                                     |       |       |
| Item 2.                                 | Management’s Discussion and Analysis or  Plan of Operation                                                                                                                          | 11         |
|                                    |                                                                                                                                                                                     |       |       |
| Item 3.                                 | Controls and Procedures                                                                                                                                                                  | 14         |
|                                    |                                                                                                                                                                                     |       |       |
| **Part II - OTHER INFORMATION**    |                                                                                                                                                                                     |       |       |
|                                    |                                                                                                                                                                                     |       |       |
| Item 2.                                 | Unregistered Sales of Equity Securities  and Use of Proceeds                                                                                                                             | 15         |
|                                    |                                                                                                                                                                                     |       |       |
| Item 6.                                 | Exhibits                                                                                                                                                                                 |       | 15         |
|                                    |                                                                                                                                                                                     |       |       |
| SIGNATURES                              |                                                                                                                                                                                     |       | 16         |
|                                         |                                                                                                                                                                                          |            |            |  |

 

 

2

----

 

**RETROSPETTIVA,INC.**

**(A Development Stage Company)**

**BALANCESHEETS**

 
| ** **                                                  | ** **   | **September 30, 2007** | ** ** | **December 31, 2006** | ** **   |
|-------------------------------------------------------------|--------------|-----------------------------|------------|----------------------------|--------------|
| *** ***                                                | *** *** | **(Unaudited)**             | ** ** | **(See Note 1)**           | *** *** |
| ASSETS                                                      |         |                        |       |                       |         |
|                                                        |         |                        |       |                       |         |
| Current assets:                                             |         |                        |       |                       |         |
| Cash and cash  equivalents                                  |         | $                           | —     |                       | $            | — |   |
| Prepaid expenses                                            |         | 2,500                       |       | 2,461                      |         |
|                                                        |         | $                           | 2,500      |                       | $            | 2,461 |   |
|                                                        |         |                        |       |                       |         |
| LIABILITIES AND  STOCKHOLDERS’ (DEFICIT)               |         |                        |       |                       |         |
|                                                        |         |                        |       |                       |         |   |   |
| Current liabilities:                                        |         |                        |       |                       |         |
| Accounts payable                                            |         | $                           | 51,941     |                       | $            | 27,699 |   |
| Judgment payable                                            |         | 165,060                     |       | 165,060                    |         |
| Advances payable  - related party                           |         | 29,009                      |       | 15,557                     |         |
| Note payable -  related party                               |         | 2,500                       |       | —                     |         |
| Accrued interest                                            |         | 47                          |       | —                     |         |
| Total current  liabilities                                  |         | 248,557                     |       | 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: |         |                        |       |                       |         |
| 4,425,903 shares  issued and outstanding                    |         | 6,893,766                   |       | 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           |         | (67,588                     | )          | (26,440                    | )            |
| Total  stockholders’ (deficit)                         |         | (246,057                    | )          | (205,855                   | )            |
|                                                        |         |                        |       |                       |         |   |   |
| Total  liabilities and stockholders’ (deficit)         |         | $                           | 2,500      |                       | $            | 2,461 |   |

 

The accompanying notes are an integral part of these financialstatements.

 

 

3

----

 

**RETROSPETTIVA, INC.**

**(A Development Stage Company)**

**STATEMENTSOF OPERATIONS**

*forthe three months ended September 30, 2007 and 2006*

*(Unaudited)*

 
| *** ***                         | *** *** | **2007**     | ** **   | **2006**     | *** *** |
|--------------------------------------|--------------|--------------|--------------|--------------|--------------|
| *** ***                         | *** *** | *** *** | *** *** | *** *** | *** *** |
| Revenues                             |         | $            | —       |         | $            | — |   |
|                                 |         |         |         |         |         |
| Expenses:                            |         |         |         |         |         |
| General and administrative:          |         |         |         |         |         |
| Professional  fees                   |         | 1,082        |         | —       |         |
| Investor  relations                  |         | 8,777        |         | —       |         |
| Financing costs                      |         | 946          |         | —       |         |
| Total expenses                       |         | 10,805       |         | —       |         |
|                                 |         | —       |         |         |         |
| Operating (loss)                     |         | (10,805      | )            | —       |         |
|                                 |         |         |         |         |         |
| Interest  (expense)                  |         | (47          | )            | —       |         |
|                                 |         |         |         |         |         |
| Net (loss)                           |         | $            | (10,852      | )            | $            | — |   |
|                                 |         |         |         |         |         |
| Net (loss) per common share:         |         |         |         |         |         |
| Basic and  Diluted                   |         | $            | (0.00        | )            | $            | — |   |
|                                 |         |         |         |         |         |
| Weighted average shares outstanding: |         |         |         |         |         |
| Basic and  Diluted                   |         | 4,405,338    |         | 3,479,916    |         |

 

The accompanying notes are an integral part of these financialstatements.

 

4

----

 

 

 

**RETROSPETTIVA, INC.**

**(A Development Stage Company)**

** STATEMENTS OF OPERATIONS**

*forthe nine months ended September 30, 2007 and 2006*

*andfor the Development Period from October 11, 2006 to September 30,2007*

*(Unaudited)*
| ** **                           | *** *** | **2007**  | ** ** | **2006**  | ** ** | **Development Stage October 11, 2006 to September 30, 2007** | *** *** |
|--------------------------------------|--------------|-----------|------------|-----------|------------|------------------------------------------------------------------------|--------------|
|                                 |         |      |       |      |       |                                                                   |         |
| Revenues                             |         | $         | —     |      | $          | —                                                                 |         | $ | — |   |
|                                 |         |      |       |      |       |                                                                   |         |
| Expenses:                            |         |      |       |      |       |                                                                   |         |
| General and  administrative:         |         |      |       |      |       |                                                                   |         |
| Professional  fees                   |         | 31,378    |       | —    |       | 56,393                                                                 |         |
| Investor  relations                  |         | 8,777     |       | —    |       | 9,402                                                                  |         |
| Financing costs                      |         | 946       |       | —    |       | 946                                                                    |         |
| Total expenses                       |         | 41,101    |       | —    |       | 66,741                                                                 |         |
|                                 |         |      |       | —    |       |                                                                   |         |
| Operating (loss)                     |         | (41,101   | )          | —    |       | (66,741                                                                | )            |
|                                 |         |      |       |      |       |                                                                   |         |
| Interest  (expense)                  |         | (47       | )          | —    |       | (47                                                                    | )            |
|                                 |         |      |       |      |       |                                                                   |         |
| Income before taxes                  |         | (41,148   | )          | —    |       | (66,788                                                                | )            |
|                                 |         |      |       |      |       |                                                                   |         |
| Provision for income taxes           |         | —    |       | —    |       | 800                                                                    |         |
|                                 |         |      |       |      |       |                                                                   |         |
| Net (loss)                           |         | $         | (41,148    | )         | $          | —                                                                 |         | $ | (67,588 | ) |
|                                 |         |      |       |      |       |                                                                   |         |
| Net (loss) per common share:         |         |      |       |      |       |                                                                   |         |
| Basic and  Diluted                   |         | $         | (0.01      | )         | $          | —                                                                 |         | $ | (0.02 | ) |
|                                 |         |      |       |      |       |                                                                   |         |
| Weighted average shares outstanding: |         |      |       |      |       |                                                                   |         |
| Basic and  Diluted                   |         | 3,791,780 |       | 3,479,916 |       | 3,711,271                                                              |         |

 

The accompanying notes are an integral part of these financialstatements.

 

 

5

----

 

**RETROSPETTIVA,INC.**

**(A Development Stage Company)**

**STATEMENTSOF CASH FLOWS**

*forthe nine months ended September 30, 2007 and 2006*

*andfor the Development Period from October 11, 2006 to September 30,2007*

*(Unaudited)*

 
| ** **                                      | *** *** | **2007** | ** ** | **2006** | ** ** | **Development Stage October 11, 2006 to September 30, 2007** | *** *** |
|-------------------------------------------------|--------------|----------|------------|----------|------------|------------------------------------------------------------------------|--------------|
|                                            |         |     |       |     |       |                                                                   |         |
| Cash flows from operating activities:           |         |     |       |     |       |                                                                   |         |
| Net cash (used  in) operating activities        |         | $        | (13,452    | )        | $          | —                                                                 |         | $ | (29,009 | ) |
|                                            |         |     |       |     |       |                                                                   |         |
| Cash flows from investing activities:           |         |     |       |     |       |                                                                   |         |
| Net cash (used  in) investing activities        |         | —   |       | —   |       | —                                                                 |         |
|                                            |         |     |       |     |       |                                                                   |         |
| Cash flows from financing activities:           |         |     |       |     |       |                                                                   |         |
| Advances from  related party                    |         | 13,452   |       | —   |       | 29,009                                                                 |         |
| Net cash  provided by financing activities      |         | 13,452   |       | —   |       | 29,009                                                                 |         |
|                                            |         |     |       |     |       |                                                                   |         |
| Net increase (decrease) in cash and equivalents |         | —   |       | —   |       | —                                                                 |         |
|                                            |         |     |       |     |       |                                                                   |         |
| Cash and equivalents at beginning of year       |         | —   |       | —   |       | —                                                                 |         |
|                                            |         |     |       |     |       |                                                                   |         |
| Cash and equivalents at end of year             |         | $        | —     |     | $          | —                                                                 |         | $ | — |   |
|                                            |         |     |       |     |       |                                                                   |         |
| Supplemental Cash Flow Information              |         |     |       |     |       |                                                                   |         |
| Interest paid                                   |         | $        | —     |     | $          | —                                                                 |         | $ | — |   |
| Income taxes  paid                              |         | $        | 5,952      |     | $          | —                                                                 |         | $ | 6,752 |   |
|                                            |         |     |       |     |       |                                                                   |         |
| Schedule of Non-cash Transactions:              |         |     |       |     |       |                                                                   |         |
| Stock issued in  exchange for financing fee     |         | $        | 946        |     | $          | —                                                                 |         | $ | 946 |   |

 

The accompanying notes are an integral part of these financialstatements.

 

6

----

 

**RETROSPETTIVA, INC.**

**(A DEVELOPMENT STAGE COMPANY)**

**NOTESTO FINANCIAL STATEMENTS**

*September 30,2007*

*(Unaudited)*

 

**1.     Summary of SignificantAccounting Policies**

 

**        Basis ofPresentation:**  The interim financial statements includedherein have been prepared by the Company, without audit, pursuant to the rules andregulations of the Securities and Exchange Commission (“SEC”) as promulgated inItem 310 of Regulation S-B.  Certaininformation and footnote disclosures normally included in financial statementsprepared in accordance with accounting principles generally accepted in theUnited States of America (“US GAAP”) have been condensed or omitted pursuant tosuch SEC rules and regulations.  Inthe opinion of management, all adjustments (consisting of normal recurringaccruals) considered necessary for a fair presentation of financial position asof September 30, 2007, results of operations for the three months and ninemonths ended September 30, 2007 and 2006, and cash flows for the ninemonths ended September 30, 2007 and 2006, as applicable, have beenmade.  The results for these interimperiods are not necessarily indicative of the results for the entire year.  The accompanying financial statements shouldbe read in conjunction with the financial statements and the notes theretoincluded 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 inventorieswere located primarily in Europe.  TheCompany ceased operations in 2001 and has been inactive since 2002.  On August 2, 2004, the Company wasterminated, by administrative action of the State of California as a result ofnon-filing of required documents with the State of California.  Effective February 15, 2007, the Companyreinstated 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 intends tobecome 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 latercompleting an 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 

 

 

7

----

 

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,the Company has no business operations and has negative working capital andstockholders’ (deficits). These conditions raise substantial doubt about theability of the Company to continue as 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 $13,452 to the Company so that it could meet itsfinancial obligations.  As of September 30,2007, the aggregate amounts advanced, including amounts advanced duringprevious periods, were $29,009.  These advancesare due on demand, uncollateralized and bear no interest.

 

8

----

 

         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.  As of September 30, 2007, the Companyreceived proceeds of $2,500 under this borrowing arrangement.  Proceeds from the note payable are being usedto satisfy the Company’s working capital obligations.

 

        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** | ** ** |
|--------------------------|------------|-----------------------------------|------------|------------------|------------|--------------------------------------|------------|--------------------------|------------|-------------------------------------|------------|----------------------|------------|
| September 30,  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      | %  |

 

 

9

----

 

**6.     Subsequent Events**

 

         Subsequentto September 30, 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.

 

         Subsequentto September 30, 2007, the Company received an additional $62,371 inproceeds from the note payable to a related party.  Effective November 14, 2007, the Companyentered into a loan agreement with the President and a shareholder, thatprovides 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%.  The Company issued 10,000,000 shares of itscommon stock as additional consideration for the note payable.  Subsequent to September 30, 2007, theCompany received proceeds of $28,052 under this borrowing arrangement.

 

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

 

 

10

----

 

 

**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 ourfinancial condition at September 30, 2007 and compares it to our financialcondition at December 31, 2006. Finally, the discussion summarizes theresults of our operations for the three months and nine months ended September 30,2007 and compares those results to the corresponding periods ended September 30,2006.  This discussion and analysisshould be read in conjunction with our audited financial statements for the twoyears ended December 31, 2006, including footnotes, and the discussion andanalysis 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 transactionand are seeking potential candidates. Our plan is to evaluate prospects, structure a transaction, andultimately combine with another entity. We are unable, at this time, to predict when, if ever, our objectiveswill be achieved.

 

**Liquidityand Capital Resources**

 

As of September 30, 2007, we had a working capital deficit of$(246,057).  We had current assets of$2,500 and current liabilities of $248,557. This represents a $40,202 increase in the deficit from the workingcapital deficit of $(205,855) at fiscal year end December 31, 2006.  During the nine months ended September 30,2007, 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.  At September 30,2007, we had borrowed $2,500 under the loan.  Through September 30,2007, we have accrued interest on this loan of $47.  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 its commonstock as additional consideration for the note payable.  Subsequent to September 30, 2007, wereceived proceeds of $28,052 under this borrowing arrangement.

 

 

11

----

 

Inaddition, a shareholder has periodically advanced funds to us to meet ourworking capital needs.  As of September 30,2007, we owe the shareholder $29.009 for advances which are non-interestbearing and due on demand.  During the nine months ended September 30,2007, 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 development period from October 11, 2006 through September30, 2007, we used net cash of $29,009 in operating activities, and we receivedadvances from a related party of $29,009. During the nine months ended September 30, 2007, we used net cash of$13,452 in operating activities, and we received advances from a related partyof $13,452.  During the nine months endedSeptember 30, 2006, cash was neither used nor provided by any of ouractivities.

 

**Resultsof Operations — Three Months Ended September 30, 2007 Compared to theThree Months Ended September 30, 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 September 30,2007, we recorded a net loss of $(10,852), or $(0.00) per share, compared to aloss for the corresponding period of 2006 of $nil or $0.00 per share. In neitherperiod did we report any revenue.

 

Operating expenses increased to $10,805for the three months ended September 30, 2007 compared to $nil during thesame period of 2006.  The increaseprimarily reflects increased professional fees and investor relations feesassociated with updating our filings with the Securities and ExchangeCommission.

 

Interest expense increased to $47 in 2007compared to $nil in 2006, reflecting interest accrued on our note payable to astockholder.

 

**Resultsof Operations — Nine Months Ended September 30, 2007 Compared to the NineMonths Ended September 30, 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 to incur losses untilsuch time, if ever, we begin generating revenue from operations.

 

For the nine months ended September 30,2007, we recorded a net loss of $(41,148), or $(0.01) per share, compared to aloss for the corresponding period of 2006 of $nil or $0.00 per share. In neitherperiod did we report any revenue.

 

Operating expenses increased to $41,101for the nine months ended September 30, 2007 compared to $nil during thesame period of 2006.  During 2007, weincurred legal fees in connection with our defense of a civil lawsuit filedagainst us that was dismissed in 2007. In addition, we incurred professional fees and investor relations feesassociated with updating our filings with the Securities and ExchangeCommission.

 

 

12

----

 

Interest expense increased to $47 in 2007compared to $nil in 2006, reflecting interest accrued on our note payable to astockholder.

 

**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 assumptions, and may change at anytime and without notice, based on changes in such facts or assumptions.

 

**Risk Factors ImpactingForward-Looking Statements**

 

The important factorsthat 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 honortheir contractual commitments;

·                  Our ability to raise additional capital, as it may beaffected by current conditions in the stock market and competition for riskcapital;

·                  Environmental and other regulations, as the samepresently 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.

 

 

13

----

 

**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 September 30, 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 September 30, 2007 that materially affected, or isreasonably likely to materially affect, our internal controls over financialreporting.

 

 

14

----

 

**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, is uncollateralized,and bears interest at an annual rate of 8%. During 2007, we received proceeds of $28,052 under the terms.  We issued 10,000,000 shares of our commonstock 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 of 2002 for Borivoje Vukadinovic. |
| 32                         |       | Certification pursuant to  Section 906 of the Sarbanes-Oxley Act of 2002 for Borivoje Vukadinovic. |

 

 

15

----

 

**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               |
|                          |                                      |   |   |   |

 

 

16

----