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: September 30,
2009





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





112 West 9thStreet, Suite 518, Los
Angeles, CA  90015


(Address
of Principal Executive Offices)  (Zip Code)





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





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





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 November 16, 2009.





RETROSPETTIVA,
INC.





Index








Part
I - FINANCIAL INFORMATION











Item
      1.      Financial Statements
            Page




Balance Sheets as of
      September 30, 2009 (unaudited) and December
      31, 2008
              3
  Statements of
      Operations (unaudited) for the three
      months ended September 30, 2009 and 2008
                4
 Statements of
      Operations (unaudited) for the nine
      months ended September 30, 2009 and 2008, and for theDevelopment
      Period from October 11, 2006 to September 30,
      2009
                    5
 Statements of Cash
      Flows (unaudited) for the nine
      months ended September 30, 2009 and 2008, and for theDevelopment
      Period from October 11, 2006 to September 30,
      2009
                      6
 Notes to Financial
      Statements (unaudited)
                        7
 Item 2.
                          Management's
      Discussion and Analysis or Plan of Operation
                          12
 Item
    3.
                            Quantitative and
      Qualitative Disclosures About Market Risk
                            14
 Item 4.
                              Controls and
      Procedures
                              15
 Part II - OTHER
      INFORMATION
 Item
    1.
                                  Legal
      Proceedings
                                  16
 Item
    1A.
                                    Risk
    Factors
                                    16
 Item 2.
                                      Unregistered Sales
      of Equity Securities and Use of Proceeds
                                      16
 Item 3.
                                        Defaults Upon Senior
      Securities
                                        16
 Item
    4.
                                          Submission of
      Matters to a Vote of Security Holders
                                          16
 Item 5.
                                            Other
      Information
                                            16
 Item
    6.
                                              Exhibits
                                              16
 SIGNATURES
                                                
                                                17


RETROSPETTIVA,
INC.


(A
Development Stage Company)


BALANCE
SHEETS





September
      30, 2009
              
              
              December
      31, 2008(Unaudited)
              
              
              (See
      Note 1)ASSETSCurrent
      assets:Cash
      and cash equivalents
              
              $
              -
              
              
              $
              -Total
      current assets
              
              $
              -
              
              
              $
              -LIABILITIES AND STOCKHOLDERS'
      (DEFICIT)Current
      liabilities:Accounts
      payable
              
              $
              10,360
              
              
              $
              6,395Accrued
      expenses
              
              
              1,400
              
              
              
              800Advances
      payable - officer
              
              
              5,334
              
              
              
              5,334Notes
      payable - stockholders
              
              
              126,274
              
              
              
              117,159Accrued
      interest - stockholders
              
              
              16,992
              
              
              
              9,609Total
      current liabilities
              
              
              160,360
              
              
              
              139,297Commitments
      and contingencies (Notes 1, 2, and 3)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 during development period
              
              
              8,109
              
              
              
              29,172Total
      stockholders' (deficit)
              
              
              (160,360
              )
              
              
              (139,297
              )Total
      liabilities and stockholders' (deficit)
              
              $
              -
              
              
              $
              -
 The
accompanying notes are an integral part of these financial
statements.








RETROSPETTIVA,
INC.


(A
Development Stage Company)


STATEMENTS
OF OPERATIONS


for
the three months ended September 30, 2009 and 2008


(Unaudited)





2009
                
                
                2008Revenues
                
                $
                -
                
                
                $
                -Expenses:General
      and administrative:Accounting
      and legal
                
                
                3,250
                
                
                
                2,710Investor
      relations
                
                
                240
                
                
                
                887Total
      expenses
                
                
                3,490
                
                
                
                3,597Operating
      (loss)
                
                
                (3,490
                )
                
                
                (3,597
                )Other
      income (expense):Interest
      (expense)
                
                
                (2,547
                )
                
                
                (2,274
                )(2,547
                )
                
                
                (2,274
                )Income
      (loss) before income taxes
                
                
                (6,037
                )
                
                
                (5,871
                )Provision
      for income taxes
                
                
                200
                
                
                
                200Net
      (loss)
                
                $
                (6,237
                )
                
                $
                (6,071
                )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 OPERATIONS


for
the nine months ended September 30, 2009 and 2008


and
for the Development Period from October 11, 2006 to September 30,
2009


(Unaudited)




Development
      PeriodOctober
      11, 20062009
              
              
              2008
              
              
              to
      September 30, 2009Revenues
              
              $
              -
              
              
              $
              -
              
              
              $
              -Expenses:General
      and administrative:Financing
      costs
              
              
              -
              
              
              
              -
              
              
              
              2,917Consulting
      fees
              
              
              -
              
              
              
              -
              
              
              
              8,029Accounting
      and legal
              
              
              12,438
              
              
              
              24,550
              
              
              
              82,309Investor
      relations
              
              
              642
              
              
              
              3,080
              
              
              
              16,164Total
      expenses
              
              
              13,080
              
              
              
              27,630
              
              
              
              109,419Operating
      (loss)
              
              
              (13,080
              )
              
              
              (27,630
              )
              
              
              (109,419
              )Other
      income (expense):Gain
      from litigation settlement
              
              
              -
              
              
              
              -
              
              
              
              137,310Interest
      (expense)
              
              
              (7,383
              )
              
              
              (6,306
              )
              
              
              (16,992
              )(7,383
              )
              
              
              (6,306
              )
              
              
              120,318Income
      (loss) before income taxes
              
              
              (20,463
              )
              
              
              (33,936
              )
              
              
              10,899Provision
      for income taxes
              
              
              600
              
              
              
              390
              
              
              
              2,790Net
      income (loss)
              
              $
              (21,063
              )
              
              $
              (34,326
              )
              
              $
              8,109Net
      (loss) per common share:Basic
      and Diluted
              
              $
              Nil
              
              
              $
              Nil
              
              
              $
              NilWeighted
      average shares outstanding:Basic
      and Diluted
              
              
              14,425,903
              
              
              
              14,425,903
              
              
              
              9,725,525


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












RETROSPETTIVA,
INC.


(A
Development Stage Company)


STATEMENTS
OF CASH FLOWS


for
the nine months ended September 30, 2009 and 2008


and
for the Development Period from October 11, 2006 to September 30,
2009


(Unaudited)





Development
      PeriodOctober
      11, 20062009
              
              
              2008
              
              
              to
      September 30, 2009Cash
      flows from operating activities:Net
      cash (used in) operating activities
              
              
              (9,115
              )
              
              
              (21,583
              )
              
              
              (131,608
              )Cash
      flows from investing activities:Net
      cash (used in) investing activities
              
              
              -
              
              
              
              -
              
              
              
              -Cash
      flows from financing activities:Proceeds
      from notes payable - stockholders
              
              
              9,115
              
              
              
              21,362
              
              
              
              126,274Advances
      from related party
              
              
              -
              
              
              
              (279
              )
              
              
              5,334Net
      cash provided by financing activities
              
              
              9,115
              
              
              
              21,083
              
              
              
              131,608Net
      increase in cash and equivalents
              
              
              -
              
              
              
              (500
              )
              
              
              -Cash
      and equivalents at beginning of year
              
              
              -
              
              
              
              500
              
              
              
              -Cash
      and equivalents at end of year
              
              $
              -
              
              
              $
              -
              
              
              $
              -Supplemental
      Cash Flow InformationInterest
      paid
              
              $
              -
              
              
              $
              -
              
              
              $
              -Income
      taxes paid
              
              $
              -
              
              
              $
              1,390
              
              
              $
              7,342





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












RETROSPETTIVA,
INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS


September
30, 2009


(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 September 30, 2009, results of
operations for the three months and nine months ended September 30, 2009 and
2008, and cash flows for the nine months ended September 30, 2009 and 2008, 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:    Accounting Standards Codification 260 ,
"Earnings Per Share," provides for the calculation of "Basic" and "Diluted"
earnings per share.  Basic earnings per share includes no dilution and
is computed by dividing net income (or loss) by the weighted-average number of
shares outstanding during the period.  Diluted earnings per share
reflect the potential dilution of securities that could share in the earnings of
the Company, similar to fully diluted earnings per share.  During 2009
and 2008, 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.  The Company has adopted the following new accounting
standards during 2009:





Accounting Standards Codification
- In June, 2009, FASB established the FASB Accounting Standards
Codification (“ASC”) as the single source of authoritative GAAP.  The
ASC is a new structure which took existing accounting pronouncements and
organized them by accounting topic. Relevant authoritative literature issued by
the Securities and Exchange Commission (“SEC”) and select SEC staff
interpretations and administrative literature was also included in the ASC. All
other accounting guidance not included in the ASC is non-authoritative. The ASC
IS effective for interim and annual reporting periods ending after September 15,
2009. The adoption of the ASC did not have an impact on the
Company’s  financial position, results of operations or cash
flows.





Subsequent Events - In
May, 2009, the ASC guidance for subsequent events was updated to establish
accounting and reporting standards for events that occur after the balance sheet
date but before financial statements are issued or are available to be issued.
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 new guidance requires the disclosure of the date through which
subsequent events have been evaluated. The Company adopted the updated guidance
during 2009. The adoption had no impact on the Company’s financial position,
results of operations or cash flows.





Accounting for the Useful Life of
Intangible Assets - In April 2008, the ASC guidance for Goodwill and
Other Intangibles was updated to amend the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of
a recognized intangible asset. The intent of this update is to improve the
consistency between the useful life of a recognized intangible asset and the
period of expected cash flows used to measure the fair value of the asset under
guidance for business combinations. The updated guidance was effective for the
Company’s fiscal year beginning January 1, 2009 and will be applied
prospectively to intangible assets acquired after the effective date. The
adoption had no impact on the Company’s  financial position, results
of operations or cash flows.












Derivative Instruments - In
March 2008, the ASC guidance for derivatives and hedging was updated for
enhanced disclosures about how and why an entity uses derivative instruments,
how derivative instruments and the related hedged items are accounted for, and
how derivative instruments and the related hedged items affect an entity’s
financial position, financial performance and cash flows. The Company adopted
the updated guidance on January 1, 2009. The adoption had no impact on the
Company’s financial position, results of operations or cash flows.





Business Combinations - In
December 2007, the ASC guidance for business combinations was updated to
provide new guidance for recognizing and measuring identifiable assets and
goodwill acquired, liabilities assumed, and any non-controlling interest in the
acquiree. The updated guidance also provides disclosure requirements to enable
users of the financial statements to evaluate the nature and financial effects
of the business combination. The Company adopted the updated guidance on January
1, 2009 and it will be applied to any future acquisitions.





Non-controlling Interests –
In December 2007, the ASC guidance for Non-controlling Interests was
updated to establish accounting and reporting standards pertaining to:
(i) ownership interests in subsidiaries held by parties other than the
parent (“non-controlling interest”), (ii) the amount of net income
attributable to the parent and to the non-controlling interest,
(iii) changes in a parent’s ownership interest, and (iv) the valuation
of any retained non-controlling equity investment when a subsidiary is
deconsolidated.  If a subsidiary is deconsolidated, any retained
non-controlling equity investment in the former subsidiary is measured at fair
value and a gain or loss is recognized in net income based on such fair
value.  For presentation and disclosure purposes, the guidance
requires non-controlling interests (formerly referred to as minority interest)
to be classified as a separate component of equity. The Company adopted the
updated guidance on January 1, 2009.  The adoption had no impact
on the Company’s financial position, results of operations or cash
flows.





Recent Accounting
Pronouncements.  There were various accounting standards and
interpretations recently issued which have not yet been adopted,
including:





Fair Value Accounting - In
August 2009, the ASC guidance for fair value measurements and disclosure
was updated to further define fair value of liabilities. This update provides
clarification for circumstances in which: (i) a quoted price in an active
market for the identical liability is not available, (ii) the liability has a
restriction that prevents its transfer, and (iii) the identical liability
is traded as an asset in an active market in which no adjustments to the quoted
price of an asset are required. The updated guidance is effective for the
Company’s interim reporting period beginning October 1, 2009. The Company
is evaluating the potential impact of adopting this guidance on the Company’s
financial position, results of operations and cash flows.





Variable Interest Entities -
In June 2009, the ASC guidance for consolidation accounting was updated to
require an entity to perform a qualitative analysis to determine whether the
enterprise’s variable interest gives it a controlling financial interest in a
variable interest entity (“VIE”). This analysis identifies a primary beneficiary
of a VIE as the entity that has both of the following characteristics:
(i) the power to direct the activities of a VIE that most significantly
impact the entity’s economic performance and (ii) the obligation to absorb
losses or receive benefits from the entity that could potentially be significant
to the VIE. The updated guidance also requires ongoing reassessments of the
primary beneficiary of a VIE. The updated guidance is effective for the
Company’s fiscal year beginning January 1, 2010. The Company currently is
evaluating the potential impact of adopting this guidance on the Company’s
financial position, results of operations and cash flows.




There
were no other accounting standards and interpretations issued recently which 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 Company issued 945,987 shares of its common stock as
additional consideration for the note payable.  As of September 30,
2009, the outstanding balance of the note payable was $64,871.  The
original due date of June 30, 2008 was extended to June 30, 2009, and effective
June 30, 2009, the stockholder agreed to modify the terms of the note to make it
due on demand.





Effective
November 14, 2007, the Company entered into a revolving convertible loan
agreement with the President and a stockholder.  The agreement
provides for borrowings up to the principal amount of $133,333.  The
note is due on demand, is uncollateralized, bears interest at an annual rate of
8%, and is convertible into restricted common stock at $0.10 per
share.  The Company issued 10,000,000 shares of its common stock as
additional consideration for the note payable.  As of September 30,
2009, outstanding borrowings under the agreement totaled $61,403, including
$9,115 borrowed during 2009.





The
Company accrued interest expense of $7,383 on the two notes payable during the
nine months ended September 30, 2009.





The
Company’s President periodically advances funds to the Company so that it can
meet its financial obligations.  During 2009, the President advanced
no additional funds to the Company.  As of September 30, 2009, the
aggregate amounts advanced, including amounts advanced and repayments during
previous periods, were $5,334.  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 2029, and are severely restricted
as per the Internal Revenue code if there is a change in
ownership.  The Company's deferred tax assets are offset by a
valuation allowance due to the uncertainty of the realization of the net
operating loss 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 AssetDecember
      31, 2008
              September
      30, 2009
            
            $500,000
              $  11,878
            
            Various
              2029
            
            $113,250
              $    2,690
            
            $(113,250)
              $    (2,690)
            
            $       --
              $(2,690)
            
            $--
              $--





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 $nil in 2009 and
$1,310 in 2008 to the State of California.  At September 30, 2009 and
December 31, 2008, the Company had accrued franchise taxes and related fees
payable to the State of California totaling $1,400 and $800,
respectively.





5.     Subsequent
Events





The
company has evaluated all events subsequent to the balance sheet date of
September 30, 2009 through the date of issuance of these financial statements
and has determined that there are no subsequent events that require
disclosure.











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 September 30, 2009 and compares it
to our financial condition at December 31, 2008. Finally, the discussion
summarizes the results of our operations for the nine months ended September 30,
2009 and compares those results to the corresponding periods ended September 30,
2008.  This discussion and analysis should be read in conjunction with
our audited financial statements for the two years ended December 31, 2008,
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
September 30, 2009, we had a working capital deficit of $160,360.  We
had no current assets and current liabilities of $160,360.  This
represents a $21,063 increase in the deficit from the working capital deficit of
$139,297 at December 31, 2008.  During the nine months ended September
30, 2009, our working capital deficit increased because of costs incurred to
revive our business and to meet the ongoing reporting requirements for a public
company.  These costs were funded by an increase in current
liabilities.





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





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





On
November 14, 2007, we entered into a loan agreement with our President and a
stockholder.  The principal maximum amount that can be borrowed 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 June 30, 2009,
we had borrowed $61,403 under this arrangement and the amount available for
future borrowings was $71,930.












Our
President has periodically advanced funds to us to meet our working capital
needs.  As of September 30, 2009, we owe our President $5,334 for
advances which are uncollateralized, non-interest bearing and due on demand.
 During the nine months ended September 30, 2009, 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 $9,115 during the first nine months of 2009
compared to cash used of $21,583 during the first nine months of
2008.  For both periods, all of our cash needs were funded by related
parties.





Results
of Operations – Three Months Ended September 30, 2009 Compared to the Three
Months Ended September 30, 2008





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





For the
three months ended September 30, 2009, we recorded a net loss of $6,237, or $Nil
per share, compared to a loss for the corresponding period of 2008 of $6,071 or
$Nil per share.  In neither period did we report any
revenue.





Operating
expenses decreased to $3,490 for the three months ended September 30, 2009
compared to $3,597 during the comparable period of 2008.  Operating
expenses decreased slightly for the three months ended September 30, 2009
because of the relatively low level of activities undertaken in the current
year.





During
the three months ended September30, 2009, we incurred interest expense of $2,547
related to the notes payable to stockholders, compared to $2,274 for the three
months ended September 30, 2008.  Interest expense increased as the
note balances increased from $117,159 reported at December 31, 2008 to $126,274
at September 30, 2009.





Results
of Operations – Nine Months Ended September 30, 2009 Compared to the Nine Months
Ended September 30, 2008





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





For the
nine months ended September 30, 2009, we recorded a net loss of $21,063, or $Nil
per share, compared to a loss for the corresponding period of 2008 of $34,326 or
$Nil per share.  In neither period did we report any
revenue.





Operating
expenses decreased to $13,080 for the nine months ended September 30, 2009
compared to $27,630 during the comparable period of 2008.  Accounting
and legal fees decreased by $12,112 and investor relations expenses decreased by
$2,438 because the process of updating our affairs and becoming current in our
reporting obligations was completed during 2008, and the costs incurred during
2009 are for meeting current reporting requirements for a public
company.












During
the nine months ended September 30, 2009, we incurred interest expense of $7,383
related to the notes payable to stockholders, compared to $6,306 for the nine
months ended September 30, 2008.  Interest expense increased as the
note balances increased from $117,159 reported at December 31, 2008 to $126,274
at September 30, 2009.





Off-Balance
Sheet Arrangements





As of and
subsequent to September 30, 2009, we have no off-balance sheet
arrangements.





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 September 30,
2009, 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 effective.





(b)           Changes
in Internal Controls.  There were no changes in our internal control
over financial reporting during the quarter ended September 30, 2009 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.  Submission of Matters to a Vote of Security Holders.





None





Item
5.  Other Information.





None





Item
6.  Exhibits.





a.   Exhibits





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


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
















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:
      November 17, 2009
              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:
      November 17, 2009
              By:
      Borivoje Vukadinovic, Director, Chief Executive Officer, and Chief
      Financial Officer