<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 AND EXCHANGE ACT OF 1934
        For the quarterly period ended JUNE 30, 1997

                           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)

                11828 8 ST.
               CULVER CITY, CA                            90230
              ----------------                           -------
        (Address of principal office)                  (Zip Code)

Registrant's telephone number, including area code:  (310) 636-8432
                                                      -------------
                                       
                                  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, 1997:  2,954,000



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


<PAGE>


FORWARD-LOOKING INFORMATION


     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, could cause actual 
results and future events to differ materially from those set forth or 
contemplated in the forward-looking statements:  economic conditions, 
competitive products and pricing, new product development, the Company's lack 
of operating history and the prolonged absence of ACA JOE products from the 
market place, the need for additional capital, changes in fashion trends, 
dependence on key customers and personnel, consumer response to the 
Company's products and advertising, and the Company's ability to consummate 
its proposed acquisition.  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 annual report on Form 10-KSB and other 
reports filed from time to time with the Securities and Exchange Commission 
pursuant to the Securities Exchange Act of 1934.

PART I  FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS

                  PACIFIC COAST APPAREL COMPANY, INC. DBA ACA JOE
                             CONDENSED BALANCE SHEET



                                                JUNE 30, 1997  JUNE 30, 1996
                                                -------------  -------------
                                                                (UNAUDITED)

                      ASSETS

CURRENT ASSETS
     Cash                                         $   20,983     $   51,688
     Short-term investments                        1,450,830              -
     Due from factors                                 93,498          1,921
     Inventories                                   1,067,964        183,946
     Prepaid expenses and other current assets       132,899         16,282
                                                 -----------     ----------
         Total Current Assets                      2,766,174        253,837

PROPERTY AND EQUIPMENT, at cost, net of
   accumulated depreciation                          156,175          9,207

OTHER ASSETS                                          78,312              -
                                                 -----------     ----------
                                                  $3,000,661     $  263,044
                                                 -----------     ----------
                                                 -----------     ----------
LIABILITIES AND STOCKHOLDERS' EQUITY

  CURRENT LIABILITIES
     Accounts Payable                             $  451,541     $  316,331
     Other current liabilities                       178,421              -
     Loan payable, officer/stockholder                 6,899        382,732
                                                 -----------     ----------
         Total Current Liabilities                   636,861        699,063



   LONG-TERM DEBT                                      2,049          4,740

STOCKHOLDER'S EQUITY
Preferred stock
Authorized, 600,000 shares
  No shares outstanding                                    -              -
Common stock, no par value
  Authorized, 10,000,000 shares
  issued and outstanding 2,954,000
  and 3,070,000 shares                             5,777,163        653,780
Additional paid-in capital                           162,500        162,500
Deficit                                           (3,577,912)    (1,257,039)
                                                 -----------     ----------
          Total Stockholders' Equity               2,361,751       (440,759)
                                                 -----------     ----------
                                                  $3,000,661     $  263,044
                                                 -----------     ----------
                                                 -----------     ----------



                                      1
<PAGE>
                                       
          PACIFIC COAST APPAREL COMPANY, INC. DBA ACA JOE
                     STATEMENT OF OPERATIONS

                                             NINE MONTHS ENDED
                                                  JUNE 30
                                         --------------------------
                                              1997         1996
                                          -----------   -----------
                                                        (UNAUDITED)
NET SALES                                $   630,054    $  191,626

COST OF GOODS SOLD                           474,005       114,976
                                         -----------    ----------
GROSS PROFIT                                 156,049        76,650

OPERATING EXPENSES
     Design and Production                   160,268       206,628
     Selling                                 274,476       104,431
     Advertising                             101,835             -
     Shipping                                 11,846        12,330
     General and administrative            1,089,513       638,778
     Interest expense ( income )             (41,585)      112,187



                                           1,596,353      1,074,354
                                         -----------    ----------

LOSS BEFORE INCOME TAXES                  (1,440,304)     (997,704)


PROVISION FOR INCOME TAXES                      (800)       (1,100)
                                         -----------    ----------
NET LOSS                                 $(1,441,104)   $ (998,804)
                                         -----------    ----------
                                         -----------    ----------

NET LOSS PER SHARE                             (0.48)        (0.62)

WEIGHTED AVERAGE NUMBER OF COMMON
   SHARES OUTSTANDING                      3,012,000     1,600,000




                                       2
<PAGE>
                                       
          PACIFIC COAST APPAREL COMPANY, INC. DBA ACA JOE
                    STATEMENT OF OPERATIONS

                                            THREE MONTHS ENDED
                                                  JUNE 30
                                          ------------------------
                                             1997         1996
                                          ----------   -----------
                                                       (UNAUDITED)
NET SALES                                 $  222,448    $  135,750

COST OF GOODS SOLD                           189,889        81,430
                                          ----------    ----------
GROSS PROFIT                                  32,559        54,320

OPERATING EXPENSES
     Design and Production                    72,443        90,087
     Selling                                 114,887        34,000
     Advertising                              (2,192)            -
     Shipping                                  3,337         6,956
     General and administrative              378,754       334,270
     Interest expense (income)               (16,230)      114,817
                                                        ----------
                                             550,999       580,130
                                          ----------    ----------
                                                        ----------

LOSS BEFORE INCOME TAXES                    (518,440)     (525,810)

PROVISION FOR INCOME TAXES                      (800)       (1,100)
                                          ----------    ----------
NET LOSS                                 $  (519,240)  $  (526,910)
                                          ----------    ----------
                                          ----------    ----------

NET LOSS PER SHARE                             (0.18)        (0.35)

WEIGHTED AVERAGE NUMBER OF COMMON
     SHARES OUTSTANDING                    2,954,000     1,500,000





                                       3
<PAGE>
                                       
                  PACIFIC COAST APPAREL COMPANY, INC. DBA ACA JOE
                              STATEMENT OF CASH FLOW

                             INCREASE (DECREASE) IN CASH

                                                          NINE MONTHS ENDED
                                                    ---------------------------
                                                    JUNE 30, 1997  JUNE 30, 1996
                                                    -------------   ------------
                                                                    (UNAUDITED)
CASH FLOW FROM OPERATION ACTIVITIES

Net loss                                               $(1,441,104)   $(998,804)

Adjustment to reconcile net loss to 
     Cash used by operating activities:
     Depreciation                                           22,096        1,880
     Amortization of deferred income                             -      (10,000)
     Issuance of stock for services                              -       57,500
     Amortization of interest on loan payable, other             -      108,333
     Changes in assets and liabilities
        Increase in due from factors                       (93,498)      (1,921)
        Increase in inventories                           (810,884)    (183,946)
        Increase in prepaid expenses
           and other current assets                       (167,429)       5,221
        Increase in accounts payable                       402,780      247,177
        Increase in other current liabilities               63,512            -
                                                      ------------   ----------
             Total Adjustments                            (583,423)     224,244
                                                      ------------   ----------
           Net cash used by Operating Activities        (2,024,527)    (774,560)

CASH FLOW FROM INVESTING ACTIVITIES
     Purchase of property and equipment                   (170,233)           -
     Decrease in short-term investments                  2,248,721            -
                                                      ------------   ----------
        Net Cash Provided by Investing Activities        2,078,488            -

CASH FLOW FROM FINANCING ACTIVITIES
     Increase in loan receivable, officer/stockholder                    14,027
     Proceeds from loan payable, officer/stockholders            -       30,000
     Reacquisition of common stock                        (142,955)           -
     Proceeds from issuance of preferred stock                   -      150,000
     Proceeds from issuance of common stock                                 670
     Proceeds(Payments) on loan payable, other                          400,000
     Payments on long-term debt, other                                   (1,856)
                                                       -----------   ----------
             Net Cash (Used) Provided 
               by Financing Activities                    (142,955)     592,841
                                                       -----------   ----------

NET INCREASE IN CASH                                       (88,994)    (181,719)
                                                       -----------   ----------

CASH, BEGINNING                                            109,977    $ 233,407
                                                                      ---------
                                                                      ---------
CASH, ENDING                                           $    20,983    $  51,688
                                                       -----------   ----------
                                                       -----------   ----------

                                       4
<PAGE>
                                       
                   PACIFIC COAST APPAREL COMPANY, INC. DBA ACA JOE
              CONDENSED STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION

                                                       NINE MONTHS ENDED
                                                   ---------------------------
                                                   JUNE 30, 1997   JUNE 30, 1996
                                                  --------------   -------------
                                                                    (UNAUDITED)
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
     CASH PAID DURING THE PERIOD FOR:

          Interest                                    13,686          112,187
          Income Taxes                                   800            1,100


                                       5
<PAGE>

                                       
                 PACIFIC COAST APPAREL COMPANY, INC. DBA ACA JOE
                    CONDENSED STATEMENT OF STOCKHOLDER'S EQUITY

                          YEAR ENDED SEPTEMBER 30, 1996
                       AND NINE MONTHS ENDED JUNE 30, 1997

<TABLE>
<CAPTION>
                                                                          CONVERTIBLE                                    TOTAL
                                                 COMMON STOCK           PREFERRED STOCK       ADDITIONAL             STOCKHOLDERS'
                                           ------------------------- -----------------------    PAID-IN                  EQUITY
                                            SHARES         AMOUNT      SHARES      AMOUNT       CAPITAL     DEFICIT   (DEFICIENCY)
                                           ----------     ----------  ---------   ----------   ---------  ----------  -------------
<S>                                         <C>          <C>          <C>          <C>         <C>        <C>           <C>
Balance, October 1, 1995                    1,400,000    $   20,610     170,000    $ 425,000   $      -   $  (258,235)  $  187,375

Issuance of stock for services                 23,000        57,500           -            -          -             -       57,500

Sale of stock                                   2,000            20      60,000      150,000          -             -      150,020

Value of warrants issued in connection
   with a loan                                      -             -           -            -    162,500             -      162,500

Exercise of warrants                           65,000          650            -            -          -             -          650

Conversion of preferred stock to
   common stock                               230,000      575,000     (230,000)    (575,000)         -             -            -

Issuance of stock in public offering        1,350,000    5,266,338            -            -          -             -    5,266,338

Dividends on preferred stock                        -           -             -            -          -       (51,645      (51,645)

Net loss for the year ended
  September 30, 1996                                -           -             -            -          -    (1,826,928)  (1,826,928)
                                           ----------     ---------     -------    ---------    -------   -----------   ----------
Balance, September 30, 1996                 3,070,000     5,920,118           -            -    162,500    (2,136,808)   3,945,810

Purchase of common stock                     (116,000)     (142,955)          -            -          -             -     (142,955)

Buy back of common stock (Retired)                  -             -           -            -          -             -            -

Net loss for the nine months ended
  June 30, 1997                                     -             -           -            -          -    (1,441,104)  (1,441,104)

Balance, June 30, 1997                      2,954,000     5,777,163           -            -    162,500    (3,577,912)   2,361,751
                                           ----------     ---------     -------    ---------    -------   -----------   ----------
                                           ----------     ---------     -------    ---------    -------   -----------   ----------

</TABLE>

                                       6
<PAGE>

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

INTRODUCTION

     The Company was formed in April 1995 for the purpose of designing, 
sourcing and marketing the ACA JOE brand of men's casual sportswear, pursuant 
to an exclusive U.S. trademark license. The Company sources and designs the 
ACA JOE products through the use of sub-contractors and independent agents, 
which allows the Company to avoid the fixed overhead cost of maintaining its 
own production facilities.  The business strategy of the Company is primarily 
focused on reintroducing the ACA JOE products in the United States through 
national and regional advertising, marketing and customer service programs 
designed to promote the ACA JOE name and products.  Specifically, the Company 
is focusing its efforts on:  (1) expanding its distribution in the department 
store and retail men's specialty store categories; (2) developing targeted 
licensees in the accessories categories; (3) further developing its Quick 
Response Program for the basic apparel collection for better customers; and 
(4) developing alternative marketing techniques.  The Company introduced a 
boys' line similar in style to its men's line in April. The test has been 
expanded and the Company is now distributing its boys' line through 
department and specialty stores across the United States.  The Company uses 
independent sales representatives to sell both its men's and boys' lines.  
The Company is using the net proceeds of its August 1996 initial public 
offering (approximately $5,267,000) to implement its business strategy.

     During the development stage of the Company, the Company's primary 
activities have included product development and design, organizing the sales 
force, marketing, arranging for production sources, and the opening of a 
retail outlet store.  The costs of products sold includes design, selling, 
shipping, and general and administrative expenses.  To date, the Company has 
not capitalized development costs associated with the development of the ACA 
JOE products and has instead expensed all payroll and related costs for such 
development.  Design expenses consist of payments to sub-contractors for 
design and development of new product lines. Selling expenses consist 
primarily of salaries, commissions and administrative costs associated with 
the Company's payroll and marketing personnel.  General and administrative 
expenses include the costs of consultants and other administrative functions 
of the Company.

RESULTS OF OPERATIONS

NINE MONTHS ENDED JUNE 30, 1997

     The Company's operating expenses for the nine months ended June 30, 1997 
were $1,596,353.  The $521,999 increase over the prior year period reflects 
an increase in selling, design and general and administrative expenses 
incident to the commencement of operations, specifically the selling and 
shipping of its ACA JOE products and the company's first major production 
introduction. During the nine months ended June 30, 


                                      7
<PAGE>

1997, net sales were $630,054, and cost of goods sold was $474,005.  While 
operating expenses were disproportionally large in relation to sales, 
management believes that if sales increase, design and general and 
administrative expenses will decline substantially as a percentage of sales.  
There can be no assurance, however, that the Company will operate profitably 
in the future.


     The advertising expense in the period reflects primarily a monthly 
retainer paid to an advertising firm from December 1996 to March 1997.  This 
program has been discontinued for the present, in favor of co-operative 
advertising with retailers.  The $450,735 increase in general and 
administrative expenses over the prior period resulted primarily from 
expenses related to increased production and quality control, and increased 
administrative expenses due to the change in status from a private to a 
publicly-held company.

NINE MONTHS ENDED JUNE 30, 1996

     The Company began conducting business in August of 1995.  The Company's 
first shipment of product took place in February 1996.  Design expenses were 
incurred primarily to design the Company's initial line of ACA JOE products.  
The general and administrative expenses relate primarily to accounting, legal 
and consulting fees associated with the start-up expenditures of the Company.

LIQUIDITY AND CAPITAL RESOURCES

     In September 1996, the Company realized net proceeds of approximately 
$5,267,000 from an initial public offering of common stock and warrants to 
purchase common stock.  A portion of these proceeds was used to repay all of 
the indebtedness then outstanding.

     The Company experienced losses from operations of $258,335 for the 
period from April 28, 1995 (inception) to September 30, 1995 and $1,826,928 
for the year ended September 30, 1996. The cumulative loss through June 30, 
1997 is $3,526,267, excluding a one-time preferred stock dividend of $51,645. 
Approximately $2,129,313 working capital was available at June 30, 1997.

     Sales of the Company s initial, Spring 1997 product line did not meet 
expectations.  To remedy this, the Company retained a new designer to create 
its Fall 1997 line, and retained an advertising firm to develop and implement 
a marketing program.  The Fall 1997 line experienced some degree of retailer 
acceptance.  However, sales of the Fall 1997 line have not met expectations.  
The Company has been considering a strategic combination with a branded 
apparel company, in order to provide more critical mass and to provide 
economies of sale.  A letter of intent has been signed to purchase the assets 
and assume the trade liabilities of Cotton Stuff, Inc., a privately-held 
manufacturer of men's and women's casual sportswear under the Cotton Stuff 
label; its 1996 sales were approximately $5 million.  Consummation of this 
transaction is subject to execution of a definitive purchase agreement and 
other conditions.  There can be no 


                                      8
<PAGE>


assurance that this proposed or any other such strategic combination will be 
consummated.

     In the event of unanticipated developments or to satisfy future funding 
requirements, the Company may seek to fund its operations through public or 
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.  If adequate 
financing is not available, the Company may be required to delay, scale back 
or eliminate certain of its development programs, to relinquish rights to 
certain of its products, or to license to third parties the right to 
commercialize products the Company would otherwise seek to develop itself.

     In November 1996, following a decline in the market price of the 
Company's common stock, the Board authorized the Company's purchase of up to 
150,000 shares of its common stock.  From December 1996 to March 1997, the 
Company purchased a total of 116,000 shares of its common stock in the open 
market at an average price of $1.26 per share (a total of $144,966).  
Management believes these purchases were in the interests of the Company and 
its shareholders, and will not affect the Company's ability to fund its 
business plan for the remainder of the current fiscal year.  This program has 
now been discontinued.

PART II   OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits

               27.  Financial Data Schedule

          (b)  Reports on Form 8-K.

               None.


                                      9


<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 12, 1997


                                      10