<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 DECEMBER 31, 1998

                                      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 December 31, 1998                     3,064,000

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


<PAGE>

                        PACIFIC COAST APPAREL CO., INC.
                                 BALANCE SHEET

<TABLE>
<CAPTION>
                                                           December 31, 1998    September 30, 1998

          ASSETS
<S>                                                        <C>                  <C>
CURRENT ASSETS
     Cash and cash equivalents                                        $3,985
     Accounts receivable                                             $78,040               $22,818 
     Inventories                                                    $487,014              $564,006 
     Prepaid expenses and other current assets                       $34,147               $82,068 
                                                                                     
        Total current assets                                        $603,186              $668,892 
                                                                                     
PROPERTY AND EQUIPMENT - at cost, net of                             $89,077               $92,206 
     accumulated depreciation                                                        
                                                                                     
OTHER ASSETS                                                         $35,666               $36,730 
                                                                    $727,929              $797,828 

     LIABILITIES AND STOCKHOLDERS' EQUITY                                            

CURRENT LIABILITIES                                                                  
     Outstanding checks payable                                                            $17,324 
     Accounts payable                                               $208,719              $171,474 
     Accrued expenses                                               $265,685              $279,049 
     Due to factor                                                   $72,399               $96,018 
     Current maturities of long-term debt                           $108,000              $108,000 
                                                                                     
        Total current liabilities                                   $654,803              $671,865 
                                                                                     
LONG TERM DEBT, LESS CURRENT                                         $83,250              $110,713 
     MATURITY                                                                        
                                                                                     
NEGATIVE GOODWILL                                                   $158,178              $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                                                     ($6,101,960)          ($6,079,470)
                                                                                     
        Total stockholders' equity                                 ($168,302)            ($145,812)
                                                                                     
                                                                    $727,929              $797,828 
</TABLE>


                  See notes to condensed financial statements

<PAGE>

                        PACIFIC COAST APPAREL CO., INC.
                            STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                    Three Months Ended December 31
                                                  ----------------------------------
                                                     1998                    1997
                                                     ----                    ----
<S>                                               <C>                     <C>
NET SALES                                         $1,229,287              $1,134,521 
                                     
COST OF GOOD SOLD                                    673,602                 553,793
                                     
GROSS (LOSS) PROFIT                                  555,685                 580,728
                                     
OPERATING EXPENSES                   
   Design and production                             118,638                 127,375
   Selling                                           125,798                 195,618
   Shipping                                           70,445                  55,926
   General and administrative                        242,301                 392,652
   Interest (income) expense                          20,193                  19,737
                                     
     Total Operating Expenses                        577,375                 791,308
                                     
LOSS BEFORE INCOME TAXES                             (21,690)               (210,580)
                                     
PROVISION FOR INCOME TAXES                              (800)                   (800)
                                     
NET LOSS                                            ($22,490)              ($211,380)
                                     
NET LOSS PER SHARE                                     (0.01)                  (0.07)
                                     
WEIGHTED AVERAGE NUMBER OF                         3,064,000               2,958,000
   COMMON SHARES OUTSTANDING
</TABLE>


                  See notes to condensed financial statements

<PAGE>

                                                                     Page 1 0f 2
                        PACIFIC COAST APPAREL CO., INC.
                       CONDENSED STATEMENT OF CASH FLOWS

                          INCREASE (DECREASE) IN CASH

<TABLE>
<CAPTION>
                                                                       Three Months Ended December 31
                                                                      --------------------------------
                                                                         1998                   1997
                                                                         ----                   ----
<S>                                                                   <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                         ($22,490)              ($211,380)
     Adjustments to reconcile net loss to
        cash used by operating activities:
        Depreciation                                                    $9,000                  $9,247
        Amortization of negative goodwill                              ($2,884)                ($2,884)

        Changes in assets and liabilities, net
          of effect of assets and liabilities
          acquired:
            Increase in due from factors                              ($23,619)               ($53,371)
            Decrease in accounts receivable                           ($55,222)                $17,743
            Increase in inventories                                    $76,992                ($45,175)
            Increase in prepaid expenses and                           $47,921                ($23,508)
               other current assets
            Increase in other assets                                    $1,064                 ($1,803)

            Increase (decrease) in accounts payable                    $37,245                 $84,179
            Increase (decrease) in accrued expenses                   ($13,364)                $19,566

            Total Adjustments                                          $77,133                  $3,994

            Net Cash Used By Operating Activities                      $54,643               ($207,386)
</TABLE>


                  See notes to condensed financial statements

<PAGE>

                                                                     Page 2 0f 2
                        PACIFIC COAST APPAREL CO., INC.
                       CONDENSED STATEMENT OF CASH FLOWS

                          INCREASE (DECREASE) IN CASH


<TABLE>
<CAPTION>

                                                                       Three Months Ended December 31
                                                                      --------------------------------
                                                                         1998                   1997
                                                                         ----                   ----
<S>                                                                   <C>                    <C>
CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of property and equipment                                ($5,871)                ($1,638)
     Decrease in short term investments

          Net Cash (used) Provided by                                  ($5,871)                ($1,638)
            Investing Activities

CASH FLOWS FROM FINANCING ACTIVITIES
     Principal payments on long term debt                             ($27,463)               ($27,551)
     Reacquistion of common stock

          Net Cash Used by
            Financing Activities                                      ($27,463)               ($27,551)

NET DECREASE IN CASH AND
     CASH EQUIVALENTS                                                  $21,309               ($236,575)

CASH AND CASH EQUIVALENTS, beginning
     as previously stated                                             ($17,324)               $460,606

PRIOR PERIOD ADJUSTMENT                                                                        $81,085

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

CASH AND CASH EQUIVALENTS, ending                                       $3,985                $251,118
</TABLE>


                   See notes to condensed financial statements

<PAGE>

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


<TABLE>
<CAPTION>
                                                     Three Months Ended December 31
                                                     ------------------------------
                                                          1998          1997
                                                          ----          ----
<S>                                                  <C>               <C>
SUPPLEMENTAL DISCLOSURE OF 
     CASH FLOW INFORMATION 
     Cash paid during period for:
          Interest                                      $19,234        $20,178
          Income Taxes
</TABLE>


                  See notes to condensed financial statements

<PAGE>

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

                              DECEMBER 31, 1998


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


                  See notes to condensed financial statements

<PAGE>

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

                         YEAR ENDED SEPTEMBER 30, 1998
                 AND THE THREE MONTHS ENDED DECEMBER 31, 1998

<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 three months ended
 .    December 31, 1998                                                                   ($22,490)       ($22,490)
                                              ---------    ----------    --------    ------------      ----------
Balance, December 31, 1998                    3,064,000    5,453,798      479,860      (6,101,960)       (168,302)

</TABLE>


                See notes to condensed financial statements

<PAGE>

FORWARD LOOKING STATEMENTS

         In addition to historical information, this Annual Report contains 
Forward-looking statements, such as those pertaining to the Company's future 
sales and revenues, return on investment, profitability, cash requirements 
and possible merger transaction. 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, consumer response to the Company's products and advertising and 
the uncertainties associated with the Company's ability to consummate the 
possible merger transaction discussed herein. 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 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, under license, 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 its exclusive Aca Joe license 
and ceased doing business thereunder in June 1998.

         Cotton Stuff apparel is a collection of both men's and women's 
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.

         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. 


                                       1

<PAGE>

         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. into 
the Company which would be the surviving corporation.

         Jodi Kristopher, Inc. ("JKI") 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.

         JKI distributes its 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 terms of the agreement called for the Company to pay to the 
existing shareholders of JKI 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 JKI. Reference is made to the 
Reorganization Agreement and exhibits thereto governing the merger, which are 
included in this quarterly report as exhibits, for a more complete 
description of such transaction.

         Upon completion of the merger, Mr. Ira Rosenberg will become the 
president and chief executive officer of the Company and Mr. McGovern will 
remain chairman of the board of the Company.

         If all conditions of the reorganization Agreement are met, the 
merger is anticipated to close in the Company's second or third fiscal 
quarter 1999. 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 JKI 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.


                                       2

<PAGE>

         In anticipation of the pending merger with JKI, 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 initial term of the license agreement is 
thirteen months. The licensee has the option to renew the agreement for one 
additional four-year term.

THREE MONTHS ENDED DECEMBER 31, 1998

         Revenues for the quarter ended December 31, 1998 were $1,229,287 
compared to $1,134,621 for the comparable prior year's quarter. Gross profit 
for the quarter was $555,375 compared to $580,726 in the quarter ended 
December 31, 1997. The lower gross profit reflects the markdown of certain 
Cotton Stuff men's inventory. Total expenses for the quarter ended December 
31, 1998 were $577,375 compared to $791,308. The significant drop in 
operating expenses reflects the effects of the cost cutting program put in 
place during the first fiscal quarter 1998. In addition to the reduction in 
operating expenses for the period ended December 31, 1998, it should be noted 
that expenses of approximately $43,289 were incurred in conjunction with the 
merger involving Jodi Kristopher, Inc. The expenses were primarily 
professional fees and related expenses. Additionally, the Company continued 
to incured expenses from the design and development of the Cotton Stuff men's 
line during the period. Since the Company licensed its Cottons Stuff men's 
line in December 1998, it does not believe it will incur material expenses 
relative to the Cotton Stuff men's line in future periods. Net losses for the 
period ended December 31, 1998 were narrowed to ($22,490) compared to 
($211,380) for the comperable period ended December 31, 1997. The results of 
the quarter ended December 31, 1997 reflects the continued development of the 
Aca Joe lines and the further development of the Cotton Stuff men's line. As 
previously stated, neither the Aca Joe lines or the Cotton Stuff men's lines 
are currently being developed by the Company.

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 ($6,101,980) for the 
period from April 28, 1995 (inception) through December 31, 1998.

         The company continues to experience loss from operations but 
expects the losses to continue to decline during the first half of fiscal 
1999 due to the discontinuation of the Aca Joe lines and the licensing of the 
Cotton Stuff men's line. 


                                       3

<PAGE>

         The revenues of the Cotton Stuff women's line are not sufficient to 
sustain the Company. At December 31, 1998, the Company's cash and cash 
equivalent balance was zero.

         In January 1999, a non-affiliate loaned the Company $50,000 which 
the Company used to purchase inventory and for working capital purposes.  The 
loan calls for repayment on or before February 28, 1999 and bears interest at 
the rate of 1% per month. If the Company fails to repay the total amount due 
as agreed, the lender has the right to exercise a warrant, which was issued 
as collateral by the Company, to purchase 100,000 shares of the Company's 
common stock for the aggregate sum of $1. The Company believes it will have 
the cash to repay the loan in full on time.

         At its current projected level of operations, the Company will 
require additional capital during the quarter ending March 31, 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 December 31, 1998 
approximately $4,000,000 in net operating loss carryforwards to offset future 
federal taxable income until expiring through the year ending September 30, 
2018.

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 
and employment agreement. The Company filed a cross complaint against Ms. 
Grossman 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.


                                       4

<PAGE>

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.

         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 June 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 maintenance 
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 such Year 2000 issues, which could have a material adverse effect 
on the Company's business, operating results or financial condition.


                                       5

<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

February 15, 1999