<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION


                             WASHINGTON, D.C. 20549


                                    FORM 10-Q


                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                 FOR THE QUARTERLY PERIOD ENDED NOVEMBER 1, 1997
                         COMMISSION FILE NUMBER 0-19714


                                PERFUMANIA, INC.


                 STATE OF FLORIDA          I.R.S. NO. 65-0026340


                              11701 N.W. 101ST ROAD
                              MIAMI, FLORIDA 33178


                        TELEPHONE NUMBER: (305) 889-1600


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 TWELVE (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 NINETY (90) DAYS.


                                  YES X      NO
                                     ----     ----


                           COMMON STOCK $.01 PAR VALUE
               OUTSTANDING SHARES AT NOVEMBER 1, 1997 - 7,807,791


<PAGE>   2



                                TABLE OF CONTENTS

                                PERFUMANIA, INC.


                                     PART I
                              FINANCIAL INFORMATION

<TABLE>
<S>                                                                                         <C>

         ITEM 1   FINANCIAL STATEMENTS

                  Consolidated Balance Sheets.............................................  2

                  Consolidated Statements of Operations...................................  3

                  Consolidated Statements of Cash Flows...................................  4

                  Notes to Condensed Consolidated Financial Statements....................  5


         ITEM 2  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                   CONSOLIDATED FINANCIAL CONDITION AND
                   RESULTS OF OPERATIONS..................................................  8
</TABLE>

                                     PART II
                                OTHER INFORMATION

<TABLE>
<S>                                                                                         <C>
         ITEM 4  SUBMISSION OF MATTERS TO A VOTE
                   OF SECURITY HOLDERS.................................................... 11


</TABLE>


                                       1
<PAGE>   3


PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS


                                PERFUMANIA, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                 NOVEMBER 1, 1997          FEBRUARY 1, 1997
                                                                 ----------------          ----------------
<S>                                                               <C>                       <C>          
ASSETS

Current assets:
  Cash and cash equivalents                                       $   1,612,171             $   1,641,527
  Trade receivables, less
     allowance for doubtful accounts 
     of $818,386 and $248,386                                        11,247,210                12,928,816
  Advances to suppliers                                               7,536,075                 5,023,718
  Inventories, net of reserve of $940,000                            87,545,147                85,110,423
  Prepaid expenses and other current assets                           2,258,931                 1,899,320
  Net deferred tax asset                                              3,176,133                   873,472
  Due from related parties                                               85,613                    85,613
                                                                  -------------             -------------
     Total current assets                                           113,461,280               107,562,889
Property and equipment, net                                          19,360,159                17,709,758
Leased equipment under capital leases, net                            1,806,199                 2,013,857
Other assets                                                          2,427,636                 2,203,442
Due from related parties                                                457,243                   417,763
                                                                  -------------             -------------
                                                                  $ 137,512,517             $ 129,907,709
                                                                  =============             =============
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Bank line of credit and current portion of
     notes payable                                                $  36,284,039             $  31,372,171
  Accounts payable                                                   43,023,456                36,128,515
  Accrued expenses and other liabilities                              4,107,346                 3,940,440
  Income taxes payable                                                  308,509                 1,321,203
  Current portion of obligations under capital leases                   873,425                   873,425
  Due to related parties                                                786,483                   770,000
                                                                  -------------             -------------
     Total current liabilities                                       85,383,258                74,405,754
Long term portion of loans payable                                    5,480,755                 4,519,859
Long-term portion of obligations under capital leases                   701,157                 1,187,516
                                                                  -------------             -------------
     Total liabilities                                               91,565,170                80,113,129
                                                                  -------------             -------------
Excess of fair value of assets acquired over cost                       616,169                   470,000
                                                                  -------------             -------------

Stockholders' equity:
  Preferred stock, $.01 par value, 1,000,000 shares
   authorized, none issued                                                   --                        --
  Common stock, $.01 par value, 25,000,000 shares
   authorized, 7,807,791 shares issued
   and outstanding                                                       78,078                    78,078
  Capital in excess of par                                           51,900,229                51,900,229
  Treasury stock                                                     (3,233,766)               (2,655,110)
  Retained earnings (accumulated deficit)                            (3,413,363)                    1,383
                                                                  -------------             -------------
Total stockholders' equity                                           45,331,178                49,324,580
                                                                  -------------             -------------
                                                                  $ 137,512,517             $ 129,907,709
                                                                  =============             =============

</TABLE>

See accompanying notes to consolidated financial statements.


                                       2

<PAGE>   4

                                PERFUMANIA, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                             THIRTEEN               THIRTEEN              THIRTY-NINE           THIRTY-NINE
                                            WEEKS ENDED           WEEKS ENDED             WEEKS ENDED           WEEKS ENDED
                                          NOVEMBER 1, 1997      NOVEMBER 2, 1996        NOVEMBER 1, 1997      NOVEMBER 2, 1996
                                          ----------------      ----------------        ----------------      ---------------
<S>                                        <C>                   <C>                    <C>                    <C>          
Net sales:
  Unaffiliated customers                   $  38,753,773         $  34,576,849          $ 103,796,306          $  86,668,286
  Affiliates                                      21,257                    --              2,251,978                     --
                                           -------------         -------------          -------------          -------------
                                              38,775,030            34,576,849            106,048,284             86,668,286
                                           -------------         -------------          -------------          -------------
Cost of goods sold:
  Unaffiliated customers                      22,846,084            19,536,336             59,782,336             48,894,635
  Affiliates                                      15,921                    --              1,818,644                     --
                                           -------------         -------------          -------------          -------------
                                              22,862,005            19,536,336             61,600,980             48,894,635
                                           -------------         -------------          -------------          -------------

      Gross profit                            15,913,025            15,040,513             44,447,304             37,773,651
                                           -------------         -------------          -------------          -------------
Operating Expenses:
  Selling, general and
   administrative                             15,217,720            11,899,577             43,466,117             33,088,856
  Depreciation and amortization                1,418,770               917,141              4,078,775              2,627,568
                                           -------------         -------------          -------------          -------------
      Total operating expenses                16,636,490            12,816,718             47,544,892             35,716,424
                                           -------------         -------------          -------------          -------------
      Income (loss) from operations
       before other expense                     (723,465)            2,223,795             (3,097,588)             2,057,227
Other expense                                   (740,067)             (774,772)            (2,593,656)            (2,228,782)
                                           -------------         -------------          -------------          -------------

Income (loss) before income taxes             (1,463,532)            1,449,023             (5,691,244)              (171,555)
(Provision) benefit for income taxes             585,413              (564,017)             2,276,498                 66,906
                                           -------------         -------------          -------------          -------------

Net income (loss)                          $    (878,119)        $     885,006          $  (3,414,746)         $    (104,649)
                                           =============         =============          =============          =============

Earnings (loss) per common share           $       (0.12)        $        0.10          $       (0.48)         $       (0.01)
                                           =============         =============          =============          =============

</TABLE>

See accompanying notes to consolidated financial statements.


                                       3
<PAGE>   5

                                 PERFUMANIA, INC
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                         THIRTY-NINE               THIRTY-NINE
                                                                         WEEKS ENDED                WEEKS ENDED
                                                                       NOVEMBER 1, 1997          NOVEMBER 2, 1996
                                                                       ----------------          ----------------
<S>                                                                      <C>                      <C>          
Cash flows from operating activities:
  Net loss                                                               $ (3,414,746)            $   (104,649)
  Adjustments to reconcile net loss to net cash
    provided by (used in) operating activities:
    Capitalized preopening costs                                             (329,339)                (623,346)
    Provision for doubtful accounts                                           570,000                  340,000
    Benefit for income taxes                                               (2,276,498)                 (66,906)
    Depreciation and amortization                                           4,078,775                2,627,568
    Loss on disposition                                                       239,970                   39,179
   Change in assets and liabilities, 
   (Increase) decrease in:
        Trade receivables                                                   1,111,606                  247,342
        Advances to suppliers                                              (2,512,357)              (3,159,450)
        Inventories                                                        (2,434,724)             (17,736,444)
        Other current assets                                                 (399,091)                (443,370)
        Other assets                                                         (481,069)                (164,492)
    Increase (decrease) in:
         Accounts payable                                                   6,894,941               14,469,588
         Other current liabilities                                            171,912                  861,857
         Income taxes payable                                              (1,012,694)                      --
                                                                         ------------             ------------
    Total adjustments                                                       3,621,432               (3,608,474)
                                                                         ------------             ------------
      Net cash provided by (used in) operating activities                     206,686               (3,713,123)
                                                                         ------------             ------------
Cash flows from investing activities:
    Additions to property and equipment                                    (4,701,006)              (4,722,114)
                                                                         ------------             ------------
    Net cash used in investing activities                                  (4,701,006)              (4,722,114)
                                                                         ------------             ------------
Cash flows from financing activities:
   Borrowings & repayments under loan payable                               5,872,764                9,159,786
   Borrowings & repayments from related parties                                16,483                  107,764
   Principal payments under capital lease obligations                        (845,627)                (308,235)
   Proceeds from issuance of common stock                                          --                  964,500
   Purchases of treasury stock                                               (578,656)                (933,824)
                                                                         ------------             ------------
        Net cash provided by financing activities                           4,464,964                8,989,991
                                                                         ------------             ------------
Increase (decrease) in cash and cash equivalents                              (29,356)                 554,754
Cash and cash equivalents at beginning of period                            1,641,527                  331,028
                                                                         ------------             ------------
Cash and cash equivalents at end of period                               $  1,612,171             $    885,782
                                                                         ============             ============

Supplemental disclosure of cash flow information:

     Cash paid for:
        Interest                                                         $  3,421,770             $  2,458,821
        Income taxes                                                     $  1,012,694             $    106,138


</TABLE>


See accompanying notes to consolidated financial statements.



                                       4
<PAGE>   6


                                PERFUMANIA, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(1).  SIGNIFICANT ACCOUNTING POLICIES

The condensed consolidated financial statements include the accounts of
Perfumania and subsidiaries (the Company). All material intercompany balances
and transactions have been eliminated in consolidation.

The unaudited condensed consolidated financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and note disclosures normally included in annual financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to those rules and regulations, although
the Company believes that the disclosures made are adequate to make the
information presented not misleading. The financial information presented
herein, which is not necessarily indicative of results to be expected for the
current fiscal year, reflects all adjustments which, in the opinion of the
Company, are necessary for a fair statement of the results for the periods
indicated. It is suggested that these condensed consolidated financial
statements be read in conjunction with the financial statements and the notes
thereto included in the Company's Annual Report on Form 10-K for the fiscal year
ended February 1, 1997.

(2).  STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                                       RETAINED
                                 COMMON STOCK            CAPITAL IN          TREASURY STOCK            EARNINGS
                        ----------------------------       EXCESS      ----------------------------  (ACCUMULATED
                            SHARES         AMOUNT          OF PAR          SHARES        AMOUNT         DEFICIT)        TOTAL
                        ------------    ------------    ------------   ------------   -------------  ------------   ------------
<S>                     <C>             <C>             <C>            <C>             <C>           <C>            <C>         
Balance at
February 1, 1997           7,807,791    $     78,078    $ 51,900,229        667,000   $ (2,655,110)  $      1,383   $ 49,324,580

Purchases of
treasury stock                    --              --              --        187,600       (578,656)            --       (578,656)

Net loss for the
thirty-nine weeks
ended Nov. 1, 1997                --              --              --             --             --     (3,414,746)    (3,414,746)
                        ------------    ------------    ------------   ------------   ------------   ------------   ------------

Balance at
November 1, 1997           7,807,791    $     78,078    $ 51,900,229        854,600   $ (3,233,766)  $ (3,413,363)  $ 45,331,178
                        ------------    ------------    ------------   ------------   ------------   ------------   ------------


</TABLE>






                                       5






<PAGE>   7

(3).  EARNINGS (LOSS) PER COMMON SHARE

Earnings (loss) per common share are computed by dividing net income (loss) by
the weighted average number of common shares outstanding.

If the Company were required to calculate earnings per share under Statement of
Financial Accounting Standards No. 128, which is effective for periods after
December 15, 1997, basic and diluted earnings per share for the first three
quarters of 1997 and 1996, respectively, would not have been materially
different than the earnings per share reported in the accompanying consolidated
statements of income.

The weighted average numbers of common shares for the thirteen and thirty-nine
weeks ended November 1, 1997 was 7,121,259 and 7,159,261, respectively. The
weighted average number of common shares for the thirteen and thirty-nine weeks
ended November 2, 1996 was 8,447,436 and 7,858,334, respectively.

(4).  SEGMENT INFORMATION

The Company operates in two industry segments, specialty retail sale and
wholesale distribution of fragrances and related products. Financial information
for these segments is summarized in the following table.

<TABLE>
<CAPTION>
                                            THIRTEEN            THIRTEEN          THIRTY-NINE         THIRTY-NINE
                                           WEEKS ENDED        WEEKS ENDED         WEEKS ENDED         WEEKS ENDED
                                          NOV. 1, 1997        NOV. 2, 1996        NOV. 1, 1997        NOV. 2, 1996
                                          ------------        ------------        ------------        ------------
<S>                                       <C>                 <C>                 <C>                 <C>         
Sales
     Wholesale                            $  8,590,382        $  8,565,178        $ 23,464,369        $ 19,709,774
     Retail                                 30,184,648          26,011,671          82,583,915          66,958,512
                                          ------------        ------------        ------------        ------------
          Total net sales                 $ 38,775,030        $ 34,576,849        $106,048,284        $ 86,668,286
                                          ------------        ------------        ------------        ------------

Cost of goods sold
     Wholesale                            $  6,519,325        $  5,983,724        $ 17,772,556        $ 14,222,691
     Retail                                 16,342,680          13,552,612          43,828,424          34,671,944
                                          ------------        ------------        ------------        ------------
          Total cost of goods sold        $ 22,862,005        $ 19,536,336        $ 61,600,980        $ 48,894,635
                                          ------------        ------------        ------------        ------------

Gross profit
     Wholesale                            $  2,071,057        $  2,581,454        $  5,691,813        $  5,487,083
     Retail                                 13,841,968          12,459,059          38,755,491          32,286,568
                                          ------------        ------------        ------------        ------------
          Total gross profit              $ 15,913,025        $ 15,040,513        $ 44,447,304        $ 37,773,651
                                          ------------        ------------        ------------        ------------



Number of stores                                   283                 207



                                           November 1,        February 1,
                                             1997                1997
                                          -----------        -----------
INVENTORY
     Wholesale                            $28,713,893        $32,051,346
     Retail                                58,831,254         53,059,077
                                          -----------        -----------
                                          $87,545,147        $85,110,423
                                          -----------        -----------
</TABLE>

An unaffiliated customer of the wholesale segment accounted for approximately 7%
and 10% of the consolidated net sales for the thirty-nine weeks ended November
1, 1997 and November 2, 1996, respectively, and 47% and 57% of the consolidated
net trade accounts receivable balance at November 1, 1997 and November 2, 1996,
respectively.


                                       6
<PAGE>   8

(5).  OTHER

In August 1997, one of the Company's wholesale customers who is affiliated by
common ownership filed for relief under Chapter 11 of the United States
Bankruptcy Code. The Company is an unsecured creditor of the customer and as of
November 1, 1997, had outstanding receivables net of accounts payable from the
customer of approximately $1.4 million. Depending on the resolution of the
customer's bankruptcy case, the Company may not be paid the full amount due from
the customer. Due to the above, the Company recorded a bad debt reserve of
$500,000 during the second quarter of 1997, increasing the allowance for
doubtful accounts to approximately $0.8 million as of November 1, 1997.

(6).  SUBSEQUENT EVENT

Subsequent to November 1, 1997, the Company repurchased an additional
191,000 shares of its common stock for approximately $690,000. This repurchase
was previously authorized by the Company's Board of Directors.







                                        7
<PAGE>   9


PART I.  FINANCIAL INFORMATION
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF
         OPERATIONS


SEASONALITY

The Company's operations have historically been seasonal, with generally higher
retail sales in the third and fourth fiscal quarters than in the first and
second fiscal quarters. Significantly higher fourth fiscal quarter retail sales
result from increased purchases of fragrances as gift items during the Christmas
holiday season. Wholesale sales also vary by fiscal quarter as a result of the
selection of merchandise available for sale as well as the need for the Company
to stock its retail stores for the Christmas holiday season. Therefore, the
results of any interim period are not necessarily indicative of the results that
might be expected during a full fiscal year.

LIQUIDITY AND CAPITAL RESOURCES

At November 1, 1997 working capital was $28.1 million compared to $33.2 million
at February 1, 1997.

Net cash provided by operating activities during the thirty-nine weeks ended
November 1, 1997 was approximately $0.2 million, principally as a result of the
net change in the Company's trade receivables, advances to suppliers, inventory,
and accounts payable. At November 1, 1997, approximately $2.8 million of the
Company's trade receivables were considered past due compared to $0.2 million at
February 1, 1997. Of the $9.8 million in trade receivables due from unaffiliated
customers at November 1, 1997, $5.3 million was due from one customer which also
accounted for 35.1% of the Company's wholesale sales during the thirteen weeks
ended November 1, 1997. The Company's sales to this customer are made on an open
account terms and since late 1991 the Company has extended credit terms to this
customer of up to one year. The Company has not experienced any write-offs of
accounts receivable from this customer due to collectibility. Subsequent to 
November 1, 1997, the Company has collected $4.9 million of the $5.3 million 
due from the customer.
                                            
Net cash used in investing activities during the current period was $4.7
million. This represents purchases of furniture, fixtures and equipment for new
store openings and the renovation of existing stores during fiscal 1997.

Net cash provided by financing activities during the thirty-nine weeks
ended November 1, 1997 was approximately $4.5 million, which was primarily the
result of an increase in the Company's use of its line of credit. The $35.0
million line of credit is used primarily for working capital to support seasonal
inventory requirements and new store additions. The line of credit expires on
April 30, 1999.

During the thirty-nine weeks ended November 1, 1997, the Company closed nine
stores and opened thirty stores. At November 1, 1997, the Company operated 283
stores.



                                       8
<PAGE>   10

RESULTS OF OPERATIONS

COMPARISON OF THE THIRTEEN WEEKS ENDED NOVEMBER 1, 1997 WITH THE THIRTEEN WEEKS
ENDED NOVEMBER 2, 1996.

Net sales increased $4.2 million from $34.6 million in the thirteen weeks ended
November 2, 1996 to $38.8 million in the thirteen weeks ended November 1, 1997.
The increase in net sales was the result of a $4.2 million increase in retail
sales (from $26.0 million to $30.2 million); wholesale sales were $8.6 million,
unchanged from the prior year. The increase in retail sales was principally due
to the increase in the number of stores operated during the thirteen weeks ended
November 1, 1997. Comparable store sales during the current period decreased
4.3% when compared to last year. 

Gross profit increased 5.8% from $15.0 million in the thirteen weeks ended
November 2, 1996 (41.0% of net sales) to $15.9 million in the thirteen weeks
ended November 1, 1997 (43.5% of total net sales) due primarily to the increase
in retail sales.

Gross profit for the wholesale division decreased from $2.6 million in the
thirteen weeks ended November 2, 1996 to $2.1 million in the thirteen weeks
ended November 1, 1997 as a result of lower margin wholesale sales. As a
percentage of net sales, gross profit for the wholesale division decreased from
30.1% in the thirteen weeks ended November 2, 1996 to 24.1% in the thirteen
weeks ended November 1, 1997, as a result of lower margin sales.

Gross profit for the retail division increased 11.1% from $12.5 million in the
thirteen weeks ended November 2, 1996 to $13.8 million in the thirteen weeks
ended November 1, 1997 as a result of higher retail sales. As a percentage of
net sales, gross profit for the retail division decreased from 47.9% in the
thirteen weeks ended November 2, 1996 to 45.9% in the thirteen weeks ended
November 1, 1997 due primarily to increased promotional sales of merchandise at
lower margins.

Operating expenses, which include selling, general and administrative expenses
as well as depreciation, increased 29.8% from $12.8 million in the thirteen
weeks ended November 2, 1996 to $16.6 million in the thirteen weeks ended
November 1, 1997. The increase was primarily due to costs associated with the
operation of 76 additional stores.

The Company had a pre-tax net loss of $1,463,532, or ($0.21) per share, in the
thirteen weeks ended November 1, 1997 compared to a pre-tax net income of
$1,449,023, or $0.17 per share, in the thirteen weeks ended November 2, 1996. On
an after-tax basis, net loss was $878,119, or ($0.12) per share, in the thirteen
weeks ended November 1, 1997 compared to net income of $885,006, or $0.10 per
share in the thirteen weeks ended November 2, 1996. The weighted average common
shares outstanding was 7,121,259 for the thirteen weeks ended November 1, 1997
and 8,447,436 for the thirteen weeks ended November 2, 1996.



                                       9
<PAGE>   11


COMPARISON OF THE THIRTY-NINE WEEKS ENDED NOVEMBER 1, 1997 WITH THE THIRTY-NINE
WEEKS ENDED NOVEMBER 2, 1996.

Net sales increased 22.4% from $86.7 million in the thirty-nine weeks ended
November 2, 1996 to $106.0 million in the thirty-nine weeks ended November 1,
1997. The increase in net sales was due to a 23.3% increase in retail sales
(from $67.0 million to $82.6 million), and a 19.0% increase in wholesale sales
(from $19.7 million to $23.5 million).

The increase in retail sales was principally due to the increase in the number
of stores operated during the thirty-nine weeks ended November 1, 1997 compared
to the thirty-nine weeks ended November 2, 1996. Comparable store sales during
the thirty-nine weeks ended November 1, 1997 increased 0.2% when compared to
last year.

Gross profit increased 17.7% from $37.8 million in the thirty-nine weeks ended
November 2, 1996 (43.6% of net sales) to $44.5 million in the thirty-nine weeks
ended November 1, 1997 (41.9% of net sales) primarily as a result of the
increase in net sales.

Gross profit for the wholesale division increased 3.7% from $5.5 million in the
thirty-nine weeks ended November 2, 1996 to $5.7 million in the thirty-nine
weeks ended November 1, 1997. As a percentage of net sales, gross profit for the
wholesale division decreased from 27.8% in the thirty-nine weeks ended November
2, 1996 to 24.3% in the thirty-nine weeks ended November 1, 1997, primarily due
to lower margin sales.

Gross profit for the retail division increased 20.0% from $32.3 million in the
thirty-nine weeks ended November 2, 1996 to $38.8 million in the thirty-nine
weeks ended November 1, 1997. The retail division's gross margin decreased from
48.2% in the thirty-nine weeks ended November 2, 1996 to 46.9% in the
thirty-nine weeks ended November 1, 1997 due primarily to increased promotional
sales of merchandise at lower margins.

Operating expenses increased $11.8 million in the thirty-nine weeks ended
November 1, 1997 compared to the thirty-nine weeks ended November 2, 1996. The
increase was primarily due to costs associated with the operation of 75
additional stores.

During the thirty-nine weeks ended November 1, 1997 the Company had a pre-tax
net loss of $5,691,244 or ($0.79) per share (based on 7,159,261 weighted average
common shares outstanding), compared to a pre-tax net loss of $171,555 or
($0.02) per share, (based on 7,858,334 weighted average common shares
outstanding) during the thirty-nine weeks ended November 2, 1996. On an
after-tax basis, the Company had a net loss of $3,414,746 or ($0.48) per share
(based on 7,159,261 weighted average common shares outstanding), compared to a
net loss of $104,649 or ($0.01) per share, (based on 7,858,334 weighted average
common shares outstanding.


                                       10
<PAGE>   12


PART II. OTHER INFORMATION

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On September 30, 1997 the Company held its annual meeting of shareholders.
At the annual meeting, the shareholders elected Simon Falic, Jerome Falic, Ron
A. Friedman, Marc Finer, Robert Pliskin, Daniel J. Manella and Carole Ann Taylor
to the Board of Directors and approved an increase from 1,900,000 to 2,500,000,
in the number of shares of common stock reserved for issuance pursuant to the
Company's 1991 Stock Option Plan.

The number of votes for and against, abstentions and brokers non-votes with
respect to each director's election and the increase in the number of shares
reserved for issuance under the Company's 1991 Stock Option Plan were as
follows:

<TABLE>
<CAPTION>
                                     TOTAL           SHARES              SHARES
                                    SHARES            VOTED               VOTED         ABSTAIN/            NON-
                                     VOTED             FOR               AGAINST        WITHHELD            VOTES
                                   ---------        ---------            -------        --------            -----
<S>                                <C>              <C>                  <C>            <C>                 <C>   
Simon Falic                        5,410,104        5,319,894               --           90,210               --
Jerome Falic                       5,410,104        5,317,894               --           92,210               --
Marc Finer                         5,410,104        5,319,894               --           90,210               --
Ron A. Friedman                    5,410,104        5,319,894               --           90,210               --
Robert Pliskin                     5,410,104        5,321,394               --           88,710               --
Daniel J. Manella                  5,408,604        5,319,894               --           88,710               -- 
Carole Ann Taylor                  5,410,104        5,321,394               --           88,710               --

Increase to 2,500,000 in the
number of shares of common
stock reserved for issuance
under the Company's 1991
Stock Option Plan                  2,547,973        2,081,647            457,951          8,375          2,862,131



</TABLE>












                                       11


<PAGE>   13


                                PERFUMANIA, INC.


                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused the report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                   PERFUMANIA, INC.
                                   --------------------------------------------
                                   (Registrant)

Date:  December 12, 1997      By:  /s/ SIMON FALIC
                                   --------------------------------------------
                                   Simon Falic 
                                   Chairman of the Board and Chief Executive 
                                   Officer (Principal Executive Officer)

                              By:  /s/ RON A. FRIEDMAN
                                   --------------------------------------------
                                   Ron A. Friedman
                                   President, Chief Financial Officer,
                                   Treasurer and Secretary
                                   (Principal Financial and
                                   Accounting Officer)



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