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, 2011
 
 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 1, 2011.

















RETROSPETTIVA, INC.





Index






Part I - FINANCIAL INFORMATION
Page
 Item 1.      Financial Statements
  Balance Sheets as of March 31, 2011 (unaudited) and December 31, 2010
3
  Statements of Operations (unaudited) for the three months ended March 31, 2011 and 2010, and for theDevelopment Period from October 11, 2006 to March 31, 2011
4
 Statements of Cash Flows (unaudited) for thethree months ended March 31, 2011 and 2010, and for theDevelopment Period from October 11, 2006 to March 31, 2011
5
 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





RETROSPETTIVA, INC.


(A Development Stage Company)


BALANCE SHEETS






March 31, 2011


December 31, 2010ASSETSCurrent assets:Total current assets

$
-


$
-LIABILITIES AND STOCKHOLDERS' (DEFICIT)Current liabilities:Accounts payable

$
3,189


$
10,893Accrued expenses


1,000



800Advances payable - officer


6,934



6,934Notes payable - stockholders


160,591



151,680Accrued interest - stockholders


35,301



32,309Total current liabilities


207,015



202,616Commitments 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
)(Accumulated deficit) during development stage


(38,546
)


(34,147
)Total stockholders' (deficit)


(207,015
)


(202,616
)Total liabilities and stockholders' (deficit)

$
0.00


$
-







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, 2011 and 2010


and for the Development Period from October 11, 2006 to March 31, 2011


(Unaudited)





Development PeriodOctober 11, 20062011


2010


to March 31, 2011Revenues

$
-


$
-


$
-Expenses:General and administrative:Financing costs


-



328



2,917Consulting fees


-



-



8,029Accounting and legal


940



2,500



101,881Investor relations


266



309



23,409Total expenses


1,206



3,137



136,236Operating (loss)


(1,206
)


(3,137
)


(136,236
)Other income (expense):Gain from litigation settlement


-



-



137,310Interest (expense)


(2,992
)


(2,664
)


(35,301
)(2,992
)


(2,664
)


102,009Income (loss) before income taxes


(4,199
)


(5,802
)


(34,228
)Provision for income taxes


200



200



4,318Net income (loss)

$
(4,399
)

$
(6,002
)

$
(38,546
)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, 2011 and 2010


and for the Development Period from October 11, 2006 to March 31, 2011


(Unaudited)




Development PeriodOctober 11, 20062011


2010


to March 31, 2011Cash flows from operating activities:Net cash (used in) operating activities


(8,911
)


(328
)


(167,525
)Cash flows from investing activities:Net cash (used in) investing activities


-



-



-Cash flows from financing activities:Proceeds from notes payable - stockholders










151,680Advances from officer


8,911



328



15,845Net cash provided by financing activities


8,911



328



167,525Net 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, 2011


(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, 2011, results of operations for the three months ended March 31, 2011 and 2009, and cash flows for the three months ended March 31, 2011 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 was inactive from 2002 until commencement of the development stage.  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 June 30, 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 June 30, 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 or were applicable only 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, 2011, 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, 2011, outstanding borrowings under the agreement totaled $95,720, including $8,911 borrowed during 2011.





The Company accrued interest expense of $2,992 on the two notes payable during the three months ended March 31, 2011.





In addition to funds advanced under the borrowing arrangements described above, The Company’s President previously advanced funds to the Company so that it could meet its financial obligations.  As of March 31, 2011, the aggregate amounts advanced, including amounts advanced and repayments during previous periods, were $6,934.  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 additional 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 2031, 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, 2010

$ 500,000

Various

113,250

113,250

$(3,963)
$—March 31, 2011

4,399

2031

$0

$(0)

0
$—










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 to the State of California.  At March 31, 2011 and December 31, 2010, the Company had accrued franchise taxes and related fees payable to the State of California totaling $1,000 and $nil, respectively.





5.     Other Matters





On July 22, 2010, the Company entered into an Agreement and Plan of Merger with NewGen BioPharma Corporation (“NewGen”).  NewGen is a start-up, early stage biopharmaceutical company that plans to develop and market therapeutic products that will generally be reformulations of existing active pharmaceutical ingredients.  Completion of the transaction contemplated by the Agreement was subject to a number of contractual closing conditions.  Those conditions were not satisfied and the Agreement was terminated.











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, 2011 and compares it to our financial condition at December 31, 2010. Finally, the discussion summarizes the results of our operations for the three months ended March 31, 2011 and compares those results to the corresponding periods ended March 31, 2010.  This discussion and analysis should be read in conjunction with our audited financial statements for the year ended December 31, 2010, 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.





On July 22, 2010, we entered into an Agreement and Plan of Merger with NewGen BioPharma Corporation (“NewGen”).  NewGen is a start-up, early stage biopharmaceutical company that plans to develop and market therapeutic products that will generally be reformulations of existing active pharmaceutical ingredients.  Completion of the transaction contemplated by the Agreement was subject to a number of contractual closing conditions.  Those conditions were not satisfied and the Agreement was terminated.





We are unable, at this time, to predict when, if ever, our objectives will be achieved.





Liquidity and Capital Resources





As of March 31, 2011, we had a working capital deficit of $(207,015).  We had no current assets and current liabilities of $207,015.  This represents a $4,399 increase in the deficit from the working capital deficit of $(202,616) at December 31, 2010.  During the three months ended March 31, 2011, 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, 2011, we had borrowed $95,720 under this arrangement and the amount available for future borrowings was $37,613





Our President previously advanced funds to us to meet our working capital needs.  As of March 31, 2011, we owe our President $6,934 for advances which are uncollateralized, non-interest bearing and due on demand.  During the three months ended March 31, 2011, 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 $8,911 during the first three months of 2011 compared to cash used of $328 during the three months ended March 31, 2010.  For both periods, all of our cash needs were funded by related parties.





Results of Operations – Three Months Ended March 31, 2011 Compared to the Three Months Ended March 31, 2010





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, 2011, we recorded a net loss of $(4,399), or $nil per share, compared to a loss for the corresponding period of 2010 of $(6,002) or $nil per share.  In neither period did we report any revenue.





Operating expenses decreased to 4,399 for the three months ended March 31, 2011 compared to $6002 during the comparable period of 2010.  All of our operating expenses are incurred in connection with activities to meet current reporting requirements for a public company and there was no material change in the nature or extent of those activities.





During the three months ended March 31, 2011, we incurred interest expense of $2,992 related to the notes payable to stockholders, compared to $2,664 for the three months ended March 31, 2010.  Interest expense increased as the note balances increased from $135,340 reported at March 31, 2010 to $160,591 at March 31, 2011.














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, 2011, 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, 2011 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.















SIGNATURES
  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 11, 2011
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 11, 2011
By: Borivoje Vukadinovic, Director, Chief Executive Officer, and Chief Financial Officer