<PAGE>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[ X ]    Quarterly report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934

For the quarterly period ended March 31, 2003

[   ]    Transition report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934 for the transition period from _________ to _________

Commission File No. 0-25611

                            BERGAMO ACQUISITION CORP.
                 (Name of Small Business Issuer in Its Charter)

         DELAWARE                                         33-0889193
  (State of Incorporation)                     (IRS Employer Identification No.)

               13101 Washington Blvd., Suite 122, Los Angeles, CA
                    (Address of Principal Executive Offices)

                                      90066
                                   (Zip Code)

                                 (310) 566-7330
                           (Issuer's Telephone Number)

         As of March 31, 2003, the Company had 2,542,500 shares of its common
stock issued and outstanding.

         Transitional Small Business Disclosure Format (check one):
                                 Yes [ ] No [X]



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                          PART I FINANCIAL INFORMATION

Item 1.  Financial Statements

         Balance Sheet at March 31, 2003

         Statements of Operations for the three months ended March 31, 2003
            and 2002

         Statements of Cash Flows for the three months ended March 31, 2003
            and 2002
         Notes to Financial Statements



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                     BERGAMO ACQUISISTION CORP. CONSOLIDATED
                                  BALANCE SHEET
                                 March 31, 2003

                                     ASSETS
Current Assets
    Cash & Equivalents                                                 0
    Advances                                                   $   6,300
    Inventory                                                    165,084
    Loan Receivable -  Shareholder                                24,000
    Accounts Receivable - Common Stock                           170,000
                                                               ----------
         Total Current Assets                                  $ 365,384

Fixed Assets
    Machinery & Equipment-Gross
         not in use-no depreciation                               73,843
                                                               ----------
         Total Fixed Assets                                    $  73,843

Other Assets
    License Fees &  net of amortization                           62,500
    Security Deposit                                               1,250
                                                               ----------
         Total Other Assets                                    $  63,750
                                                               ----------
    TOTAL ASSETS                                               $ 502,977
                                                               ==========

                       LIABILITIES & STOCKHOLDERS' EQUITY

Current Liabilities
    Accrued Expenses                                           $  14,622
    Shareholder's Loan Payable                                   103,605
                                                               ----------
    Total Current Liabilities                                    118,227
                                                               ----------
          Total Liabilities                                    $ 118,227

Stockholders' Equity
    Paid in Capital                                            $ 445,910
    Preferred stock - 10,000,000 shares authorized,
     $.001 par value, none issued or outstanding
    Common stock - 20,000,000 shares authorized, $.001
     par value, 2,542,500 shares issued and outstanding            2,543
    Net (loss) accumulated                                       (63,703)
                                                               ----------
          Total Stockholders' Equity                           $ 384,750
                                                               ----------
    TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                   $ 502,977
                                                               ==========



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                     BERGAMO ACQUISITION CORP. CONSOLIDATED
                       Statement of Income and Operations
                  For the Three Months Ended March 31, 2002 and
                      the three months ended March 31, 2003

                                                          Three Months Ended
                                                               March 31,
                                                           2003          2002
                                                         ----------   ----------

Revenues                                                 $       0    $       0
                                                         ----------   ----------
    Total revenues                                               0    $       0

Cost and expenses:
    Selling, general and administration                          0       33,230
    Amortization of licenses expenses                            0            0
                                                         ----------   ----------
    Total costs and expenses                             $       0    $  33,230
                                                         ----------   ----------
     Income or (Loss) from operations                    $      --     ($33,230)
                                                         ==========   ==========

     Income (loss) per share of common stock                             NIL



<PAGE>
                     BERGAMO ACQUISITION CORP. CONSOLIDATED
                             STATEMENT OF CASH FLOWS
           For the Three Months Ended March 31, 2002 and
                     the Three Months Ended March 31, 2003

                                                    Three Months Ended March 31,
                                                        2003           2002
                                                     ----------     ----------
CASH FLOW FROM OPERATING ACTIVITIES
    Net Income(Loss)                                 $      --      $ (33,229)
    Adjustments to reconcile Net Income
    to net cash provided by operations:
        Due From Factor                                      0         69,171
        Inventory                                            0       (147,844)
        Loan Receivable - Shareholders                  24,000              0
        Retained Earnings                                    0        (66,162)
        Accrued Expenses                                     0         (2,325)
                                                     ----------     ----------
Net cash provided by Operating Activities            $  24,000      $(180,389)

CASH FLOWS FROM INVESTING ACTIVITIES
    Security deposit                                 $       0      $       0
    Fixed Assets
    Licenses Amortization                                    0              0
                                                     ----------     ----------
Net cash provided by Investing Activities            $      --      $      --

CASH FLOWS FROM FINANCIAL ACTIVITIES
      Loan Payable - Shareholders                            0        123,322
      Paid in Capital                                  (24,000)        57,067
                                                     ----------     ----------
Net Cash Provided by Financing Activities                             180,389

 Net cash increase for period                         ($24,000)     $       0
                                                     ----------     ----------

Cash at beginning of period                                  0              0
                                                     ----------     ----------
Cash at end of period                                $      --      $       0
                                                     ==========     ==========



<PAGE>

                     BERGAMO ACQUISITION CORP. CONSOLIDATED
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2003

NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

     (a)  General
          -------

Bergamo Acquisition Corp. (the "Company") business plan is to attempt to build a
domestic manufacturing business based on the President's 30 year good reputation
in the clothing industry and recent contacts. The Company has currently been
importing goods made for them in Japan, Korea, Hong Kong, China, Cambodia,
Malaysia, Pakistan, Dubai, Kenya, Tanzania and the United States.

     (b)  Basis of Presentation
          ---------------------

The accompanying audited financial statements of the Company have been prepared
in accordance with accounting principles generally accepted in the United States
for financial information.

Accordingly, they do include all of the information and notes required by
accounting principles generally accepted in the United States for complete
financial statements. The accompanying financial statements reflect all
adjustments which are, in the opinion of management, considered necessary for a
fair presentation of the results for the period presented.

     (c) Per Share Information
         ---------------------

Per share information is determined using the weighted average number of shares
outstanding.

     (d) Accounts Receivable - Factor
         ----------------------------

The Company has had of their sales factored thru the factor. They send all of
its invoices to the factor, upon shipment.

     (e) Revenue and Expenses Recognition
         --------------------------------
The Company intends to recognize revenues from sales as soon as it shipped.

     (f) Furniture and Equipment
         -----------------------

Furniture and equipment will be carried at cost, no depreciation was taken on
the production machinery and equipment needed to manufacture locally for 2002 as
it was in storage and not in use. The Company will use, when the machinery is
functioning, straight-line methods over estimated useful lives of the assets
ranging from five to seven years.



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     (g) Concentrations
         --------------

Financial instruments that potentially subject the company to concentrations of
credit risk consist of large sales to computerized discount chains, consolidated
stores and specialty retailers. At December 2001 the Company had two trade
receivables. (These receivable were paid off by March 31, 2002.)

     (h) Cash Equivalents
         ----------------

The Company has no short-term investments in securities that mature in 90 days
or less. Also, there are no long term liabilities.

     (i) Allowance for Doubtful Accounts
         -------------------------------

Based on collection experience of the Company, no allowance for doubtful
accounts has been provided. Historically the Company has never had any material
amounts of uncollectible accounts. All of the receivables posted at December 31,
2001 were paid off by March 31, 2002.

     (j) Use of Estimates in the Preparation of Financial Statements
         -----------------------------------------------------------

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.

     (k) Geographic Area of Operations
         -----------------------------

The Company operates its business principally in California, but expects to
expand with its new lines of products coming from its new Licenses for SAVE THE
CHILDREN AND DARE, allowing them to use their logos on The Company's clothing.

Note 2 - Basis of Presentation - Going Concern

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as a going concern. The Company continues to try selling, importing, and
distributing using its various licenses and trade name labels. These licenses
for SAVE THE CHILDREN AND DARE are good till April 2006 and will be amortized as
such intangible assets.

No business was booked for 2002. The principals, Mr. Herzog and Mr. Parekh have
been and will continue to put in their personal capital to keep the fixed
expenses paid timely.

Note 3 - Common Stock

The Company has authorized 20,000,000 of Common Stock and 10,000,000 of
Preferred Stock. 2,542,500 shares of common stock had been issued at the end of
March 31 2003.



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Note 4 - Notes Payable

There are no notes or loans that helped finance this last year of operations.

Note 5 - Leases

Effective October 1, 2001 the Company entered into a lease agreement for office
facilities in Los Angeles, CA. The Company is currently using this office
facility. The lease is month-to-month at $1500 a month. No other lease
commitments have been made.

Note 6 - Company Officers

Hillard Herzog is President and CEO:
He has a broad depth of over 30 years experience including the leadership of
several New York Stock Exchange clothing firms serving the needs of top-level
retailers throughout the industry. In addition, he has acted to build from
scratch, several major vertically integrated firms similar to the proposed
expansion of this Company, utilizing the Jayre of California Brand which he
solely owns. His unique place in the clothing industry, qualifies him to lead
this company to great success in setting up a clothing manufacturing firm
serving the top level retailers throughout both the domestic and international
markets.

Sohail Parekh is Vice President, Secretary, Treasurer:
He is a third generation clothing executive from Pakistan with over 15 years
experience. He worked in all aspects of Corona International in Pakistan which
manufactured high quality fabrics sold to International and domestic clientele.
He has worked with Hillard Herzog since 1996 helping him to expand and has been
responsible for planning, implementing and supervising the overall activities of
the Company and re-establishing the Jayre of California Brand. He is a legal
resident alien with an approved labor certification pending adjustment of status
application I140, Part I is already approved and Parts II and III have been
submitted.

Note 7 - Agreement

On July 11, 2002, Bergamo Acquisition Corp., a public company, through a merger
with an acquisition subsidiary, acquired Clothing Source of California in a
reverse merger. Under the terms of the Agreement and plan of merger, Bergamo
issued 2,000,000 shares of common stock to the shareholders of Clothing Source
of Calif., Inc., so that after the merger the former shareholders of Clothing
Source hold 80% of the outstanding shares of the combined entity. Prior to the
transaction there were no material relationships between Bergamo and Clothing
Source. The purpose of this Agreement was so that Clothing Source of Calif.,
inc. could enter the public market in order to raise the capital to establish a
domestic production facility to house the entire process, including design,
manufacture, and distribution in a single location, development of such a
facility requires significant financing. In the interim, the Company intends to
continue to sell, import, distribute, and manufacture under its various licenses
and trade name labels in a profitable manner, while waiting for its development
of the domestic facility.



<PAGE>

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

         Some of the information in this quarterly report may contain
forward-looking statements, including statements related to anticipated
operating results, margins, growth, financial resources, capital requirements,
adequacy of the Company's financial resources, the development of new markets,
the design, manufacture, distribution, and commercial acceptance of new apparel
products, and future product development efforts. Forward-looking statements
involve risks and uncertainties, which may affect our business and prospects,
including but not limited to, the Company's expected need for additional funding
and the uncertainty of receiving the additional funding, changes in economic and
market conditions, acceptance of our products by our target markets, new
development of competitive products, administrative and regulatory approvals and
related considerations, and other factors discussed in our filings with the
Securities and Exchange Commission.

         The Company was formed in April 1997, for the purpose of seeking
acquisitions. In July 2002, the Company acquired Clothing Source of California,
Inc. a California corporation engaged in the manufacture of licensed labeled
garments ("Clothing Source"). Under the terms of the Agreement and Plan of
Merger, the Company issued 2,000,000 shares of Common Stock to the shareholders
of Clothing Source, so that after the merger the former shareholders of Clothing
Source hold 80% of the outstanding shares of the combined entity. Each
shareholder of Clothing Source received .2 shares of Common Stock of the Company
for each share of Common Stock of Clothing Source held by him.

         The Company is continuing the business of Clothing Source, the design,
manufacture and wholesale distribution of licensed, labeled garments for adults
and children, to be sold through national retail chains. The Company has entered
into license agreements with certain nonprofit and/or charitable organizations,
as well as more conventional licensors, permitting the Company to display their
proprietary logos, labels and marks on the garments. In the case of garments
utilizing logos or labels licensed from nonprofit or charitable organizations, a
portion of the sales price is typically donated to the licensing organization.

         While most of the Company's garments are to be imported from contract
manufacturers in Asia and Africa, the Company plans to establish a domestic
production facility to house the entire process, including design, manufacture
and distribution, in a single location in the United States. Development of such
a facility will require significant financing, and the Company has no
commitments for such financing at present.

Item 3. Controls and Procedures.

          Under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, we conducted an evaluation of our
disclosure controls and procedures, as such term is defined under Rule 13a-14(c)
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), within 90 days of the filing date of this report. Based on this
evaluation, our Chief Executive Officer and the Chief Financial Officer
concluded that the Company's disclosure controls and procedures are effective.
Disclosure controls and procedures are designed to ensure that information
required to be disclosed in reports under the Exchange Act are processed and
reported within the time periods specified by law. Since the date of the
evaluation described above, there have been no significant changes in our
internal controls or in other factors that could significantly affect these
controls.



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                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

         Inapplicable

Item 2.  Changes in Securities and Use of Proceeds.

         Inapplicable

Item 3.  Defaults Upon Senior Securities.

         Inapplicable.

Item 4.  Submission of Matters to a Vote of Security Holders.

         Inapplicable

Item 5.  Other Information

         Inapplicable

Item 6.  Exhibits and Reports on Form 8-K

         (a) The following exhibits are included herein:

                  99.1     Certification of Chief Executive Officer

                  99.2     Certification of Chief Financial Officer.

         (b) Reports on Form 8-K :

                  None

                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                            BERGAMO ACQUISITION CORPORATION

Dated:  June 19, 2003                       /s/ Hillard Herzog
                                                -------------------
                                                By: Hillard Herzog
                                                    Its: President

                                                /s/ Sohail Parekh
                                                -----------------
                                                By: Sohail Parekh
                                                    Its: Chief Financial Officer



<PAGE>

                                  CERTIFICATION

I, Hillard Herzog, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Bergamo Acquisition
Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

            (a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

            (b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

            (c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

            (a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

            (b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: June 19, 2003
                                                       /s/ Hillard Herzog
                                                       ------------------
                                                       Hillard Herzog, President



<PAGE>

                            CERTIFICATION

I, Sohail Parekh, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Bergamo Acquisition
Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

            (a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

            (b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

            (c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

            (a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

            (b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: June 19, 2003
                                          /s/ Sohail Parekh
                                          -----------------
                                          Sohail Parekh, Chief Financial Officer