<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                 FORM 10-QSB

(Mark One)
/X/  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

          For the quarterly period ended JUNE 30, 1999

                                      OR

/ /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934.

Commission file number 0-28760

                      Pacific Coast Apparel Company, Inc.
                      -----------------------------------
              (Exact name of registrant as specified in its charter)

        California                                    95-4536683
        ----------                                    ----------
(State or other Jurisdiction of              (IRS Employer Identification No.)
incorporation or organization)

1620 S. Los Angeles Street
    Los Angeles, CA                                     90015
    ---------------                                     -----
(Address of principal office)                         (Zip Code)

Registrant's telephone number,
including area code                                (213) 748-9724
                                                   --------------

                                Inapplicable
                                ------------

(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 / /

     Number of shares of common stock
     outstanding as of JUNE 30, 1999                     3,064,000

Transactional Small Business Disclosure Format     Yes / /    No /X/



<PAGE>

FORWARD LOOKING STATEMENTS

         In addition to historical information, this Report contains
forward-looking statements, such as those pertaining to the Company's future
sales and revenues, return on investment, profitability and cash requirements.
Forward looking statements involve numerous risks and uncertainties. The
following factors, among others discussed herein, could cause actual results and
future events to differ materially from those set forth or contemplated in the
forward-looking statement: economic conditions, competitive products, and
pricing, new product development, need for additional capital, development of
the Cotton Stuff business, changes in fashion trends, dependence on key
customers and personnel, and consumer response to the Company's products and
advertising. Readers are cautioned not to place undue reliance on
forward-looking statements, which reflect management's analysis only as of the
date hereof. The Company assumes no obligation to update forward-looking
statements. See also the Company's other reports to be filed from time to time
with the Securities and Exchange Commission pursuant to the Securities and
Exchange Act of 1934.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION

INTRODUCTION

         Pacific Coast Apparel Company, Inc. ("the Company") was incorporated
in California in April 1995 to design, source and market in the United States
a collection of men's active sportswear under the brand name "Aca Joe"
Registered Trademark through traditional department stores and men's
specialty stores. In August 1997 the Company acquired the assets and business
of Cotton Stuff, Inc. Because of the Company's inability to generate
sufficient revenues it decided not to renew it's exclusive Aca Joe license
agreement and ceased doing business under it's license with Action Down
Under, Ltd. in June 1998.

         As previously stated the Company acquired the assets of Cotton
Stuff, Inc. in August 1997. Cotton Stuff apparel is a collection of both
men's and women's garment-dyed, better sportswear which is sold across the
United States through better catalogs including Saks Folio, Coldwater Creek,
Neiman Marcus and Nordstrom, better specialty stores such as Fred Siegel,
Bloomingdales and My Friends Place and selected department stores including
Macy's.

<PAGE>

         Over the past three years, the women's line represented the significant
portion of the Cotton Stuff business. In January 1998 the Company began to
execute a plan to further develop the men's business. The Company hired Dorian
Bolick a men's designer and merchandiser to head the product development of the
men's line. Additionally the Company recruited a sales force comprised of seven
independent regional salesmen and began opening specialty store accounts across
the country.

         In November 1998 the Company announced the signing of definitive merger
agreement which called for the merger of Jodi Kristopher, Inc. and Pacific Coast
Apparel Company, Inc. Should the merger be consummated, Pacific Coast Apparel
Company, Inc. would be the surviving corporation.

         Jodi Kristopher, Inc. is a well established Los Angeles maker of junior
dresses with annual revenues of approximately $45M. The company is owned and
operated by Ira Rosenberg, a successful industry veteran.

         Jodi Kristopher distributes their line through major department stores
including the Federated Group, Robinson's-May, Dayton Hudson, Kohl's, Sears
Roebuck & Company and J C Penney among others.

         The transaction is being structured as a merger and is intended to be
treated as a tax-free reorganization pursuant to the provisions of Section 368
of the Internal Revenue Code of 1986, as amended. The terms of the agreement
called for the Company to pay to the existing shareholders of Jodi Kristopher,
Inc. at closing, $1,456,532 in cash, and to issue 2,506,900 shares of its common
stock and 9,646 shares of Series A Preferred Stock with a valuation of $100 per
share in exchange for all of the outstanding Class A and B common stock of Jodi
Kristopher, Inc.

         Upon completion of the merger, Mr. Ira Rosenberg, president of Jodi
Kristopher, Inc. will become the president and chief executive officer of
Pacific Coast Apparel Company, Inc. Mr. McGovern will remain chairman of the
board of the Company. The Company plans to consolidate the operations of the two
companies following the merger.

         The Company's ability to consummate the described transaction or any
future acquisition or merger is subject to numerous uncertainties and
conditions, including the ability to obtain financing on terms satisfactory to
the company and Jodi Kristopher, Inc. receipt of third-party consents, adverse
changes to the business of the Company or its target markets, and the
uncertainties with the Company's operations.


<PAGE>

         In anticipation of the pending merger with Jodi Krisopher, Inc., the
Company decided to re-focus all of it's energies and resources on the
development of the Cotton Stuff women's line and has licensed the men's
Cotton Stuff sportswear category to 34 Degrees West Apparel Company, Inc. a
California Corporation formed by Dorian Bolick; the Company's former men's
designer and associates specifically for the licensing of the Cotton Stuff
men's line. The initial term of the license agreement is thirteen months. The
licensee has the option to renew the agreement for one additional four year
term.

NINE MONTHS ENDED JUNE 30, 1999

         Revenues for the nine months ended June 30, 1999 were $3,385,398
compared with $3,729,007 for the comparable period ended June 30, 1998. The
decrease in revenues during the nine months ended, reflects the licensing of
the Cotton Stuff Men's brand. Sales of the men's product for the period ended
June 30, 1998 were approximately $607,000. There are no revenues for the
men's line in the during the nine months ended June 30, 1999.

         The Company's operating expenses for the nine months ended June 30,
1999 were $1,650,570 compared with $2,249,552. The decrease in operating
expenses are primarily due to the licensing of the men's line and savings
from ongoing cost cutting measures . Operating expenses as percentage of
sales has decreased from 59.7% in the period ended June 30, 1998 to 48.7% in
the period ended June 30, 1999. General and administrative expenses have
decreased from $947,405 to $587,396 primarily due to the elimination of
overhead relative to the licensing of the men's line. Selling expense have
decreased from $610,356 to $443,166 a decrease of approximately 27.3%. Design
and production expenses decrease from $462,245 to $357,460.

LIQUIDITY AND CAPITAL RESOURCES

         In September 1996 the Company realized net proceeds of approximately
$5,267,000 from the initial public offering of common stock and warrants to
purchase common stock. A portion of these proceeds were used to repay
approximately $550,000 of indebtedness then outstanding. The Company has
experienced cumulative losses from operations of $($6,259,576) for the period
from April 28, 1995 (inception) through June 30, 1999. The company continues
to experience loss from operations but expects the losses to continue
narrowing as cost cutting measures continue. The revenues of the Cotton Stuff
women's line are not sufficient to sustain the Company. At June 30, 1999 the
Company's cash and cash equivalent balance was zero.

<PAGE>

         At its current projected level of operations, the Company will
require additional capital before the year ending September 30, 1999. In
order to sustain operations until such time as positive cash flow can be
achieved, the Company is considering available alternatives, including
additional cost cutting. In addition, the Company may seek to fund its
operations through private offerings of securities, with collaborative or
other arrangements with corporate partners or from other sources. Additional
financing may not be available when needed or on terms acceptable to the
Company. The Company may be required to delay, scale back or eliminate
certain of its development programs, to relinquish rights to certain products
or to license to third parties the right to commercialize products the
Company would otherwise seek to develop itself.

FEDERAL TAXES

         Since its inception, the Company has been taxed as a "C"
corporation. Accordingly the Company has available as of June 30, 1999
approximately $5,254,348 in net operating loss carryforwards to offset future
federal taxable income expiring through the year ending September 30, 2019.

LEGAL PROCEEDINGS

         The Company is currently involved in a law suit, which was filed by
Ms. Jill Grossman, the Company's former sales manager. Ms. Grossman
terminated her employment with the Company on September 22, 1997. Ms.
Grossman claims she is owed approximately $440,000 of compensation due under
an employment agreement. The Company filed a cross complaint based on the
belief that, among other things, Ms. Grossman breached the employment
agreement.

         Although the outcome of the litigation cannot be predicted with
certainty, management believes that the Company has meritorious defenses to
the claims alleged, and intends to defend this action with vigor.

YEAR 2000

         Many currently installed computer systems and software products are
coded to accept only two digit entries in the date code field. These date
code fields will need to accept four digit entries to distinguish 21st
century dates. This inability to recognize or properly treat the Year 2000
may cause the Company's systems and applications to process critical
financial and operational information incorrectly. The Company continues to
assess the impact of the Year 2000 issue on its reporting systems and
operations.

<PAGE>

         The Company is currently in the process of investigating whether its
internal accounting systems and other operations systems are Year 2000
compliant. The Company has been informed by the vendors of its internal
accounting software that upgrades are currently available and will provide
them to the Company under its existing software maintenance agreement. The
Company expects to effect the conversion of its internal accounting system to
such upgraded software by September 1999.

The Company believes that necessary conversions of other operational systems
can also be accomplished through vendor upgrades and enhancements as provided
under its system maintainance agreements currently in effect. The Company
does not anticipate significant costs associated with any necessary
conversions. However, there can be no assurances that certain of the
Company's internal computer systems or networks or those of its key vendors
and distributors will not be adversely effected by Year 2000 issues, which
could have a material adverse effect on the Company's business, operating
results or financial conditions.

<PAGE>

                         PACIFIC COAST APPAREL CO., INC.
                                 BALANCE SHEET

<TABLE>
<CAPTION>
                                                           June 30, 1999           September 30, 1998
                                                           -------------           ------------------
<S>                                                        <C>                     <C>
          ASSETS

CURRENT ASSETS
     Accounts receivable                                       $65,658                    $22,818
     Inventories                                              $350,940                   $564,006
     Prepaid expenses and other current assets                 $24,751                    $82,068

        Total current assets                                  $441,349                   $668,892

PROPERTY AND EQUIPMENT - at cost, net of                       $74,148                    $92,206
     accumulated depreciation

OTHER ASSETS                                                   $36,666                    $36,730
                                                              $552,163                   $797,828

     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Checks payable                                            $14,113                    $17,324
     Accounts payable                                         $221,456                   $171,474
     Accrued expenses                                         $301,742                   $279,049
     Due from factors                                          $49,969                    $96,018
     Current maturities of long-term debt                     $108,000                   $108,000

        Total current liabilities                             $695,280                   $671,865

LONG TERM DEBT, LESS CURRENT                                   $30,391                   $110,713
     MATURITY

NEGATIVE GOODWILL                                             $152,410                   $161,062

STOCKHOLDERS' EQUITY
     Preferred stock
        Authorized, 600,000 shares
        No shares outstanding
     Common stock - no par value                            $5,453,798                 $5,453,798
        Authorized, 1,000,000 shares
        Issued and outstanding  3,064,000 shares
     Additional paid-in capital                               $479,860                   $479,860
     Deficit                                               $(6,259,576)               $(6,079,470)

        Total stockholders' equity                           $(325,918)                 $(145,812)

                                                              $552,163                   $797,828

</TABLE>

<PAGE>

                    PACIFIC COAST APPAREL CO., INC.
                         STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                                  Nine Months Ended June 30
                                                            -------------------------------------
                                                               1999                       1998
                                                            ----------                 ----------
<S>                                                         <C>                        <C>
NET SALES                                                   $3,385,399                 $3,729,007

COST OF GOOD SOLD                                            1,925,971                  1,979,612

GROSS (LOSS) PROFIT                                          1,459,428                  1,749,395

OPERATING EXPENSES
   Design and production                                       357,460                    462,245
   Selling                                                     443,166                    610,356
   Shipping                                                    197,822                    176,437
   General and administrative                                  587,396                    947,405
   Interest (income) expense                                    64,726                     53,109

     Total Operating Expenses                                1,650,570                  2,249,552

LOSS FROM OPERATIONS                                          (191,142)                  (500,157)

OTHER INCOME
     Royalty income                                             11,836

LOSS BEFORE INCOME TAXES                                      (179,306)                  (500,157)

PROVISION FOR INCOME TAXES                                        (800)                      (800)

NET LOSS                                                      (180,106)                $ (500,957)


NET LOSS PER SHARE                                               (0.06)                     (0.17)

WEIGHTED AVERAGE NUMBER OF                                   3,064,000                  2,958,000
   COMMON SHARES OUTSTANDING

</TABLE>

<PAGE>

                    PACIFIC COAST APPAREL CO., INC.
                         STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                                 Three Months Ended June 30
                                                            -------------------------------------
                                                               1999                       1998
                                                            ----------                 ----------
<S>                                                         <C>                        <C>
NET SALES                                                   $1,024,516                 $1,245,338

COST OF GOOD SOLD                                              596,228                    756,894

GROSS (LOSS) PROFIT                                            428,288                    488,444

OPERATING EXPENSES
   Design and production                                       127,698                    145,535
   Selling                                                     166,240                    182,287
   Shipping                                                     64,843                     66,014
   General and administrative                                  150,200                    239,861
   Interest (income) expense                                    21,283                     19,234

     Total Operating Expenses                                  530,264                    652,931

LOSS FROM OPERATIONS                                          (101,976)                  (164,487)

OTHER INCOME
     Royalty income                                              8,766

LOSS BEFORE INCOME TAXES                                       (93,210)                  (164,487)

PROVISION FOR INCOME TAXES

NET LOSS                                                       (93,210)                  (164,487)

NET LOSS PER SHARE                                               (0.03)                     (0.06)

WEIGHTED AVERAGE NUMBER OF                                   3,064,000                  2,958,000
   COMMON SHARES OUTSTANDING

</TABLE>

<PAGE>

                                                                     Page 1 of 2
                    PACIFIC COAST APPAREL CO., INC.
                   CONDENSED STATEMENT OF CASH FLOWS

                      INCREASE (DECREASE) IN CASH

<TABLE>
<CAPTION>

                                                                    Nine Months Ended June 30
                                                             -------------------------------------
                                                                1999                       1998
                                                             ----------                 ----------
<S>                                                          <C>                        <C>
CASH FLOWS FROM OPERATING ACTIVITES
     Net loss                                                $(180,106)                 $(500,957)
     Adjustments to reconcile net loss to
        cash used by operating activities:
        Depreciation                                           $27,000                    $27,741
        Amortization of negative goodwill                      $(8,652)                   $(8,652)

        Changes in assets and liabilities, net
          of effect of assets and liabilities
          acquired:
            Increase in due from factors                      $(46,049)                 $(112,941)
            Decrease in accounts receivable                   $(42,840)                   $24,537
            Increase in inventories                           $213,066                   $239,589
            Increase in prepaid expenses and                   $57,317                   $(77,402)
               other current assets
            Increase in other assets                               $64                    $(6,803)
            Decrease in note receivable, stockholder                                      $10,000

            Increase (decrease) in accounts payable            $49,982                      $(921)
            Increase (decrease) in accrued expenses            $22,693                     $7,878

            Total Adjustments                                 $272,581                   $103,026

            Net Cash Used By Operating Activities              $92,475                  $(397,931)

</TABLE>

<PAGE>

                                                                     Page 2 of 2

                    PACIFIC COAST APPAREL CO., INC.
                  CONDENSED STATEMENT OF CASH FLOWS

                      INCREASE (DECREASE) IN CASH

<TABLE>
<CAPTION>
                                                                    Nine Months Ended June 30
                                                             -------------------------------------
                                                                1999                        1998
                                                             ----------                 ----------
<S>                                                          <C>                        <C>
CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of property and equipment                        $(8,942)                   $(5,899)
     Decrease in short term investments

          Net Cash (used) Provided by                          $(8,942)                   $(5,899)
            Investing Activities

CASH FLOWS FROM FINANCING ACTIVITIES
     Principal payments on long term debt                     $(80,322)                  $(82,308)
     Reacquistion of common stock

          Net Cash Used by
            Financing Activities                              $(80,322)                  $(82,308)

NET DECREASE IN CASH AND
     CASH EQUIVALENTS                                           $3,211                  $(486,138)

CASH AND CASH EQUIVALENTS, beginning
     as previously stated                                     $(17,324)                  $406,608

PRIOR PERIOD ADJUSTMENT                                                                   $81,085

CASH AND CASH EQUIVALENTS,
     beginning, as restated                                   $(17,324)                  $487,693

CASH AND CASH EQUIVALENTS, ending                             $(14,113)                    $1,555

</TABLE>

<PAGE>


                    PACIFIC COAST APPAREL CO., INC.
                 CONDENSED STATEMENT OF CASH FLOWS -
                      SUPPLEMENTAL INFORMATION

<TABLE>
<CAPTION>
                                                           Three Months Ended June 30
                                                         -------------------------------
                                                           1999                    1998
                                                         -------                 -------
<S>                                                      <C>                     <C>
SUPPLEMENTAL DISCLOSURE OF
  CASH FLOW INFORMATION
  Cash paid during period for:
    Interest                                             $21,283                 $19,234
    Income Taxes

</TABLE>

<PAGE>

                        PACIFIC COAST APPAREL CO., INC.
                   NOTES TO CONDENSED FINANCIAL STATEMENTS

                                JUNE 30, 1999


1 - ACCOUNTING POLICIES

     Although the interim condensed financial statements of the Company are
     unaudited, it is the opinion of the Company's management that all normal
     recurring adjustments necessary for a fair statement of the results have
     been reflected therein. Operating revenues and net earnings for any interim
     period are not necessarily indicative of results that may be expected for
     the entire year.

     These statements should be read in conjunction wth the financial statements
     and reflected notes which are incorporated by reference in the Company's
     Annual Report on Form 10-KSB for the year ended September 30, 1998.



<PAGE>

                         PACIFIC COAST APPAREL CO., INC.
                  CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY

                         YEAR ENDED SEPTEMBER 30, 1998
                   AND THE NINE MONTHS ENDED JUNE 30, 1999

<TABLE>
<CAPTION>
                                                       Common stock               Additional                            Total
                                               ----------------------------         Paid-in                          Stockholders'
                                                Shares             Amount          Capital          Deficit            Equity
                                               ---------         ----------        --------        ------------       ----------
<S>                                            <C>               <C>              <C>             <C>                <C>
Balance, October 1, 1996                       3,070,000         $5,920,118        $162,500        $(2,136,808)       $3,945,810

Issuance of stock for services                     9,000             $4,500                                               $4,500

Reacquistion of stock during the
    year ended September 30, 1997               (116,000)         $(452,400)       $306,610                            $(145,790)

Other                                             (5,000)          $(19,500)        $10,750                              $(8,750)

Net loss for the year ended
    September 30, 1997                                                                             $(2,954,339)      $(2,954,339)
                                               ---------         ----------        --------        ------------      -----------
Balance, September 30, 1997                    2,958,000         $5,452,718        $479,860        $(5,091,147)         $841,431

Issuance of stock                                108,000             $1,080                                               $1,080

Cancellation of stock                             (2,000)

Net loss for the year ended
     September 30, 1998                                                                              $(988,323)        $(988,323)
                                               ---------         ----------        --------        ------------       ----------
Balance, September 30, 1998                    3,064,000         $5,453,798        $479,860        $(6,079,470)        $(145,812)

Net loss for the nine months ended
     June 30, 1999                                                                                   $(180,106)        $(180,106)
                                               ---------          ---------        --------        ------------       ----------
Balance, June 30, 1999                         3,064,000          5,453,798         479,860         (6,259,576)         (325,918)

</TABLE>

<PAGE>

                            SIGNATURES

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


                           Pacific Coast Apparel Company, Inc.

                           By        /s/ Terrence L. McGovern
                                 -------------------------------
                                       Terrence L. McGovern
                                   Chief Executive Officer and
                                     Chief Financial Officer

August 16, 1999