UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-Q
 
 (Mark
One)
 x
              QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For the
quarterly period ended: March 31,
2010
 
 o
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE
  ACT
 
 For the
transition period from ____  to
________
 
 RETROSPETTIVA,
INC.
 (Exact
Name of Registrant as Specified in its Charter)
  CALIFORNIA
              333-29295
              95-4298051(State
      or other jurisdictionofincorporation
      or organization)
              (Commission File
      No.)
              I.R.S.
      Employer Identification Number
 
 1251 Point View Street, Los
Angeles, CA  90035
 (Address
of Principal Executive Offices)  (Zip Code)
 
 Registrant’s
telephone number including area code:  (213) 623-9216
 
 Former
      name, former address, and former fiscal year, if changed since last
      report
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.  Yes  x    No
o
 
 Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes  x   No
o
 
 Indicate
by checkmark whether the registrant is a large accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of
“large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act.
 
 Large
accelerated filer  o                                                                                                                      Accelerated
filer  o
 
 Non-accelerated
filer   o (Do not check if a
smaller reporting
company)                                      Smaller
reporting company  x
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
 Yes  x    No
o
  State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date:  14,425,903 shares of common stock
outstanding as of May 14, 2010.









RETROSPETTIVA,
INC.





Index








Part
I - FINANCIAL INFORMATION




Item
      1.      Financial Statements
              Page
  Balance Sheets as of
      March 31, 2010 (unaudited) and December
      31, 2008
                3
  Statements of
      Operations (unaudited) for the three
      months ended March 31, 2010 and 2009
                  4
 Statements of
      Operations (unaudited) for the threemonths ended March 31, 2010 and 2009, and for theDevelopment
      Period from October 11, 2006 to September 30,
      2009
                      5
 Statements of Cash
      Flows (unaudited) for the threemonths ended March 31, 2010 and 2009, and for theDevelopment
      Period from October 11, 2006 to September 30,
      2009
                        6
 Notes to Financial
      Statements (unaudited)
                          6
 Item 2.
                            Management's
      Discussion and Analysis or Plan of Operation
                            11
 Item
    3.
                              Quantitative and
      Qualitative Disclosures About Market Risk
                              13
 Item 4.
                                Controls and
      Procedures
                                13
 Part II - OTHER
      INFORMATION
 Item
    1.
                                    Legal
      Proceedings
                                    14
 Item
    1A.
                                      Risk
    Factors
                                      14
 Item 2.
                                        Unregistered Sales
      of Equity Securities and Use of Proceeds
                                        14
 Item 3.
                                          Defaults Upon Senior
      Securities
                                          14
 Item
    4.
                                            Submission of
      Matters to a Vote of Security Holders
                                            14
 Item 5.
                                              Other
      Information
                                              14
 Item
    6.
                                                Exhibits
                                                14
 SIGNATURES
                                                  
                                                  15
 2











RETROSPETTIVA,
INC.


(A
Development Stage Company)


BALANCE
SHEETS





March
      31, 2010
              
              
              December
      31, 2009(unaudited)ASSETSCurrent
      assets:Cash
      and cash equivalents
              
              $
              -
              
              
              $
              -Total
      current assets
              
              $
              -
              
              
              $
              -LIABILITIES AND STOCKHOLDERS'
      (DEFICIT)Current
      liabilities:Accounts
      payable
              
              $
              8,805
              
              
              $
              5,996Accrued
      expenses
              
              
              200
              
              
              
              -Advances
      payable - officer
              
              
              6,606
              
              
              
              6,934Notes
      payable - stockholders
              
              
              135,340
              
              
              
              135,012Accrued
      interest - stockholders
              
              
              23,485
              
              
              
              20,821Total
      current liabilities
              
              
              174,436
              
              
              
              168,763Commitments
      and contingencies (Notes 1, 2, 3, and 5)Stockholders'
      (deficit):Preferred
      stock - no par value, authorized 1,000,000 shares:No
      shares issued or outstanding
              
              
              -
              
              
              
              -Common
      stock - no par value, 100,000,000 shares authorized:14,425,903
      shares issued and outstanding
              
              
              6,903,766
              
              
              
              6,903,766Additional
      paid-in capital
              
              
              230,000
              
              
              
              230,000Accumulated
      deficit through October 11, 2006
              
              
              (7,302,235
              )
              
              
              (7,302,235
              )Retained
      earnings (accumulated deficit) during development period
              
              
              (5,967
              )
              
              
              (294
              )Total
      stockholders' (deficit)
              
              
              (174,436
              )
              
              
              (168,763
              )Total
      liabilities and stockholders' (deficit)
              
              $
              -
              
              
              $
              -





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














RETROSPETTIVA,
INC.


(A
Development Stage Company)


STATEMENTS
OF OPERATIONS


for
the three months ended  March 31, 2010 and 2009


and
for the Development Period from October 11, 2006 to March 31, 2010


(Unaudited)








Development
      PeriodOctober
      11, 20062010
              
              
              2009
              
              
              to
      March 31, 2010Revenues
              
              $
              -
              
              
              $
              -
              
              
              $
              -Expenses:General
      and administrative:Financing
      costs
              
              
              -
              
              
              
              -
              
              
              
              2,917Consulting
      fees
              
              
              -
              
              
              
              -
              
              
              
              8,029Accounting
      and legal
              
              
              2,500
              
              
              
              7,738
              
              
              
              88,379Investor
      relations
              
              
              309
              
              
              
              164
              
              
              
              17,277Total
      expenses
              
              
              2,809
              
              
              
              7,902
              
              
              
              116,602Operating
      (loss)
              
              
              (2,809
              )
              
              
              (7,902
              )
              
              
              (116,602
              )Other
      income (expense):Gain
      from litigation settlement
              
              
              -
              
              
              
              -
              
              
              
              137,310Interest
      (expense)
              
              
              (2,664
              )
              
              
              (2,319
              )
              
              
              (23,485
              )(2,664
              )
              
              
              (2,319
              )
              
              
              113,825Income
      (loss) before income taxes
              
              
              (5,473
              )
              
              
              (10,221
              )
              
              
              (2,777
              )Provision
      for income taxes
              
              
              200
              
              
              
              200
              
              
              
              3,190Net
      income (loss)
              
              $
              (5,673
              )
              
              $
              (10,421
              )
              
              $
              (5,967
              )Net
      (loss) per common share:Basic
      and Diluted
              
              $
              Nil
              
              
              $
              NilWeighted
      average shares outstanding:Basic
      and Diluted
              
              14,425,903
              
              
              
              14,425,903








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














RETROSPETTIVA,
INC.


(A
Development Stage Company)


STATEMENTS
OF CASH FLOWS


for
the three months ended  March 31, 2010 and 2009


and
for the Development Period from October 11, 2006 to March 31, 2010


(Unaudited)





Development
      PeriodOctober
      11, 20062010
              
              
              2009
              
              
              to
      March 31, 2010Cash
      flows from operating activities:Net
      cash (used in) operating activities
              
              $
              -
              
              
              $
              (9,059
              )
              
              $
              (141,946
              )Cash
      flows from investing activities:Net
      cash (used in) investing activities
              
              
              -
              
              
              
              -
              
              
              
              -Cash
      flows from financing activities:Proceeds
      from notes payable - stockholders
              
              
              328
              
              
              
              9,059
              
              
              
              135,340Advances
      from officer
              
              
              (328
              )
              
              
              -
              
              
              
              6,606Net
      cash provided by financing activities
              
              
              -
              
              
              
              9,059
              
              
              
              141,946Net
      increase in cash and equivalents
              
              
              -
              
              
              
              -
              
              
              
              -Cash
      and equivalents at beginning of year
              
              
              -
              
              
              
              -
              
              
              
              -Cash
      and equivalents at end of year
              
              $
              -
              
              
              $
              -
              
              
              $
              -Supplemental
      Cash Flow InformationInterest
      paid
              
              $
              -
              
              
              $
              -
              
              
              $
              -Income
      taxes paid
              
              $
              328
              
              
              $
              -
              
              
              $
              7,670


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














RETROSPETTIVA,
INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS


March
31, 2010


(Unaudited)





1.     Summary
of Significant Accounting Policies





Interim Financial
Information:    The interim financial statements
included herein have been prepared by the Company, without audit, pursuant to
the rules and regulations of the Securities and Exchange Commission (“SEC”) as
promulgated in Item 210 of Regulation S-X.  Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America (“US GAAP”) have been condensed or omitted pursuant to such SEC rules
and regulations.  In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation of financial position as of March 31, 2010, results of operations
for the three months ended March 31, 2010 and 2009, and cash flows for the three
months ended March 31, 2010 and 2009, as applicable, have been
made.  The results for these interim periods are not necessarily
indicative of the results for the entire year.  The accompanying
financial statements should be read in conjunction with the financial statements
and the notes thereto included in the Company’s Form 10-K.





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





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





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





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

















Per Share Amounts:    Basic
earnings (loss) per share is computed by dividing net loss by the weighted
average number of common shares outstanding during each
period.  Diluted earnings (loss) per share reflects the potential
dilution that could occur if potentially dilutive securities are converted into
common shares.  Potentially dilutive securities, such as stock options
and warrants, are excluded from the calculation when their inclusion would be
anti-dilutive, such as periods when a net loss is reported or when the exercise
price of the instrument exceeds the fair market value.  During 2010
and 2009, the Company has not issued any potentially dilutive
securities.





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





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





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





The
Company has recently adopted the following new accounting
standards:





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












Fair Value Measurements – In
January 2010, ASU 2010-6 amended existing disclosure requirements about
fair value measurements by adding required disclosures about items transferring
into and out of levels 1 and 2 in the fair value hierarchy; adding separate
disclosures about purchase, sales, issuances, and settlements relative to level
3 measurements; and clarifying, among other things, the existing fair value
disclosures about the level of disaggregation. The ASU was adopted during the
period ended March 31, 2010, and its adoption had no impact on the Company’s
financial position, results of operations or cash flows.





Consolidations –
ASU 2009-17 revises the consolidation guidance for variable-interest
entities. The modifications include the elimination of the exemption for
qualifying special purpose entities, a new approach for determining who should
consolidate a variable-interest entity, and changes to when it is necessary to
reassess who should consolidate a variable-interest entity. The ASU was adopted
during the period ended March 31, 2010 and its adoption had no impact on the
Company’s financial position, results of operations or cash flows.





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





ASU No.
2010-11 was issued in March 2010, and clarifies that the transfer of credit risk
that is only in the form of subordination of one financial instrument to another
is an embedded derivative feature that should not be subject to potential
bifurcation and separate accounting.  This ASU will be effective for
the first fiscal quarter beginning after June 15, 2010, with early adoption
permitted.





ASU No. 2010-13 was issued in April
2010, and will clarify the classification of an employee share based payment
award with an exercise price denominated in the currency of a market in which
the underlying security trades.  This ASU will be effective for the
first fiscal quarter beginning after December 15, 2010, with early adoption
permitted.





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





2.     Going
Concern





The
Company's financial statements are prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of obligations in
the normal course of business.  However, the Company has no business
operations and has negative working capital and has a total stockholders’
deficit.  These conditions raise substantial doubt about the ability
of the Company to continue as a going concern.





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





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












3.     Related
Party Transactions





Effective
July 2, 2007, the Company entered into a note payable agreement with a
stockholder that provides for borrowings up to the principal amount of
$64,871.  The note is uncollateralized and bears interest at an annual
rate of 8%.  The original due date of June 30, 2008 has been modified,
and the current terms of the note require it to be repaid upon
demand.  The Company issued 945,987 shares of its common stock as
additional consideration for the note payable.  As of March 31, 2010,
the outstanding balance of the note payable was $64,871.





Effective
November 14, 2007, the Company entered into a revolving convertible loan
agreement with the President and a stockholder.  The agreement
provides for borrowings up to the principal amount of $133,333.  The
note is due on demand, is uncollateralized, bears interest at an annual rate of
8%, and is convertible into restricted common stock at $0.10 per
share.  The Company issued 10,000,000 shares of its common stock as
additional consideration for the note payable.  As of March 31, 2010,
outstanding borrowings under the agreement totaled $70,469, including $328
borrowed during 2010.





The
Company accrued interest expense of $2,664 on the two notes payable during the
three months ended March 31, 2010.





The
Company’s President periodically advances funds to the Company so that it can
meet its financial obligations.  During 2010, the President advanced
no additional funds to the Company.  As of March 31, 2010, the
aggregate amounts advanced, including amounts advanced and repayments during
previous periods, were $6,606.  These advances are due on demand,
uncollateralized and bear no interest.





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





4.     Income
Taxes





Deferred
income taxes arise from temporary timing differences in the recognition of
income and expenses for financial reporting and tax purposes.  The
Company's deferred tax assets consist entirely of the benefit from net operating
loss (NOL) carryforwards.  The net operating loss carryforwards, if
not used, will expire in various years through 2030, and are severely restricted
as per the Internal Revenue code if there is a change in
ownership.  The Company's deferred tax assets are offset by a
valuation allowance due to the uncertainty of the realization of the net
operating loss carryforwards.  Net operating loss carryforwards may be
further limited by other provisions of the tax laws.





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




Period
      Ending
            
            Estimated
      NOL Carry-forward
            
            NOL
      Expires
            
            Estimated
      Tax Benefit from NOL
            
            Valuation
      Allowance
            
            Change
      in Valuation Allowance
            
            Net
      Tax BenefitDecember
      31, 2009
            
            $
      517,500
            
            Various
            
            $
      117,213
            
            $(117,213)
            
            $(3,963)
            
            $—March
      31, 2010
            
            $2,810
            
            2030
            
            $636
            
            $(636)
            
            $(636)
            
            $—














Income
taxes at the statutory rate are reconciled to the Company’s reported income tax
expense (benefit) as follows:





Federal
      tax expense (benefit) at statutory rate
            
            (15.00%)State
      tax expense (benefit), net of federal tax
            
            (7.65%)Deferred
      income tax valuation allowance
            
            22.65%Reported
      tax rate
            
            0%





The
Company also paid franchise taxes and related fees totaling $328 in 2010 and
$1,600 in 2009 to the State of California.  At March 31, 2010 and
December 31, 2009, the Company had accrued franchise taxes and related fees
payable to the State of California totaling $200 and $nil,
respectively.





















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





Overview





The
following discussion updates our plan of operation for the next twelve months.
It also analyzes our financial condition at March 31, 2010 and compares it to
our financial condition at December 31, 2009. Finally, the discussion summarizes
the results of our operations for the three months ended March 31, 2010 and
compares those results to the corresponding periods ended March 31,
2009.  This discussion and analysis should be read in conjunction with
our audited financial statements for the year ended December 31, 2009, including
footnotes, and the discussion and analysis included in our Form
10-K.





Plan
of Operation


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





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





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





Liquidity
and Capital Resources





As of
March 31, 2010, we had a working capital deficit of $(174,436).  We
had no current assets and current liabilities of $174,436.  This
represents a $5,673 increase in the deficit from the working capital deficit of
$(168,763) at December 31, 2009.  During the three months ended March
31, 2010, our working capital deficit increased because of costs incurred to
revive our business and to meet the ongoing reporting requirements for a public
company.  These costs were funded by an increase in current
liabilities.





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





We
entered into a note payable agreement with one of our stockholders effective
July 2, 2007.  The note provides for borrowings up to the principal
amount of $64,871, is uncollateralized, and bears interest at an annual rate of
8%.  The original due date of June 30, 2008 has been modified, and the
current terms of the note require it to be repaid upon demand.  We
issued 945,987 shares of our common stock as additional consideration for the
loan agreement.





On
November 14, 2007, we entered into a loan agreement with our President and a
stockholder.  The principal maximum amount that can be borrowed is
$133,333.  The note is due on demand, is uncollateralized, bears
interest at 8% per annum, and is convertible into restricted common stock at
$0.10 per share.  We issued 10,000,000 shares of common stock as
additional consideration for the note payable.  As of March 31, 2010,
we had borrowed $70,469 under this arrangement and the amount available for
future borrowings was $62,864.














Our
President has periodically advanced funds to us to meet our working capital
needs.  As of March 31, 2010, we owe our President $6,606 for advances
which are uncollateralized, non-interest bearing and due on demand.  During
the three months ended March 31, 2010, we incurred other obligations and
liabilities which are reflected in the accompanying balance sheet as accounts
payable and accrued expenses.





Net cash
used in operating activities was $nil during the first three months of 2010
compared to cash used of $9,059 during the first three months of
2009.  For both periods, all of our cash needs were funded by related
parties.





Results
of Operations – Three Months Ended March 31, 2010 Compared to the Three Months
Ended March 31, 2009





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





For the
three months ended March 31, 2010, we recorded a net loss of $(5,673), or $nil
per share, compared to a loss for the corresponding period of 2009 of $(10,421)
or $nil per share.  In neither period did we report any
revenue.





Operating
expenses decreased to $2,809 for the three months ended March 31, 2010 compared
to $7,902 during the comparable period of 2009.  Accounting and
auditing fees decreased by $5,238 because the process of updating our affairs
and becoming current in our reporting obligations was completed during earlier
reporting periods, and the costs incurred during 2010 are for meeting current
reporting requirements for a public company.





During
the three months ended March 31, 2010, we incurred interest expense of $2,664
related to the notes payable to stockholders, compared to $2,319 for the three
months ended March 31, 2009.  Interest expense increased as the note
balances increased from $126,218 reported at March 31, 2009 to $135,340 at March
31, 2010.





Forward-Looking
Statements





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





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





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





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












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





Item
3.  Quantitative and Qualitative Disclosures about Market
Risk





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





·
            The
      worldwide economic situation;


·
            Any
      change in interest rates or
inflation;


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


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


·
            Environmental
      and other regulations, as the same presently exist and may hereafter be
      amended.





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





Item
4.  Controls and Procedures





(a)  We
maintain a system of controls and procedures designed to ensure that information
required to be disclosed by us in reports that we file or submit under the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
and reported, within time periods specified in the SEC’s rules and forms and to
ensure that information required to be disclosed by us in the reports that we
file or submit under the Securities Exchange Act of 1934, as amended, is
accumulated and communicated to our management, including our Principal
Executive Officer and Principal Financial Officer, as appropriate to allow
timely decisions regarding required disclosure.  As of March 31, 2010,
under the supervision and with the participation of our Principal Executive
Officer and Principal Financial Officer, management has evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures.  Based on that evaluation, the Principal Executive Officer
and Principal Financial Officer concluded that our disclosure controls and
procedures were not effective.





(b)  Changes
in Internal Controls.  There were no changes in our internal control
over financial reporting during the quarter ended March 31, 2010 that materially
affected, or are reasonably likely to materially affect, our internal controls
over financial reporting.












PART
II – OTHER INFORMATION





Item
1.  Legal Proceedings.





None





Item
1A.  Risk Factors.





Not required for smaller reporting
companies.





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





None





Item
3.  Defaults Upon Senior Securities.





None





Item
4.  (Removed and Reserved)





Item
5.  Other Information.





None





Item
6.  Exhibits.





a.   Exhibits





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


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














In
accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
  RETROSPETTIVA,
      INC./s/
      Borivoje VukadinovicDated:
      May 14, 2010
              By:
      Borivoje Vukadinovic, Director, Chief Executive Officer, and Chief
      Financial Officer
  
   In
accordance with the Exchange Act, this Report has been signed below by the
following persons on behalf of the Company and in the capacities and on the
dates indicated.
   
  RETROSPETTIVA,
      INC./s/
      Borivoje VukadinovicDated:
      May 14, 2010
              By:
      Borivoje Vukadinovic, Director, Chief Executive Officer, and Chief
      Financial Officer