<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-Q/A

          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998
                                       OR

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

                         COMMISSION FILE NUMBER 0-25488

                        THE L.L. KNICKERBOCKER CO., INC.
             (Exact name of registrant as specified in its Charter)

                      CALIFORNIA                        33-0230641
              (State or Other Jurisdiction of         (I.R.S. Employer
              Incorporation or Organization)         Identification No.)

              25800 Commercentre Drive                      92630
              Lake Forest, California                    (Zip Code)
              (Address of Principal Executive Offices)

        ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE: (949) 595 - 7900

        Indicate by mark whether the issuer: (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 [ ]

The number of shares outstanding of the registrant's Common Stock, as of April
17, 1998 was 19,077,057.


<PAGE>   2





This Amendment on Form 10-Q/A amends the Registrant's Quarterly Report on Form
10-Q for the period ended March 31, 1998, as filed by the Registrant on May 13,
1998, and is being filed to reflect the restatement of the Registrant's
consolidated financial statements (the "Restatement"). The Restatement reflects
the reversal of a gain on sale of investment originally recorded in the quarter
ended March 31, 1998. See Note 7 of Notes to Condensed Consolidated Financial
Statements.




<PAGE>   3


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
ITEM                                                                                            PAGE
----                                                                                            ----
                                            PART I
<S>     <C>                                                                                      <C>
1.      FINANCIAL INFORMATION...................................................................  1

        A.  Condensed Consolidated Statements of operations (unaudited) for the three
               month periods ended March 31, 1998 and
               March  31, 1997 (restated) ......................................................  1

        B.  Condensed Consolidated Balance Sheets at March 31, 1998
               (unaudited) and December 31, 1997 (restated) ....................................  2

        C.  Condensed Consolidated Statements of Cash Flows (unaudited)
               for the three month periods ended March 31, 1998 and
               March 31, 1997 (restated) .......................................................  4

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

  2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS..................................................  9

        A.  General Business Description........................................................  9

        B.  Results of  Operations.............................................................. 10

        C.  Liquidity and Capital Resources..................................................... 12


                                           PART II


SIGNATURES...................................................................................... 13
</TABLE>




<PAGE>   4

PART I.  FINANCIAL INFORMATION


Item 1.   Financial Statements


                        THE L.L. KNICKERBOCKER CO., INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                   THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                   (unaudited)


<TABLE>
<CAPTION>
                                                   1998                             1997
                                -------------------------------------------     ------------
                                As previously
                                  reported       Adjustment    As restated
                                ------------     ----------    ------------     ------------
                                                  (Note 7)
<S>                             <C>               <C>          <C>              <C>         
Sales, net of returns           $ 11,482,000                   $ 11,482,000     $ 13,441,000
Cost of sales                      4,856,000                      4,856,000        6,466,000
                                ------------                   ------------     ------------
Gross profit                       6,626,000                      6,626,000        6,975,000
Advertising expense                2,413,000                      2,413,000        1,577,000
Selling, general and
  administrative expenses          5,771,000                      5,771,000        6,447,000
                                ------------                   ------------     ------------
Operating income (loss)           (1,558,000)                    (1,558,000)      (1,049,000)
Equity in loss of
  investees                          553,000                        553,000          305,000
Other income (expense),  net
  (Note 7)                         2,830,000     (2,847,000)        (17,000)        (113,000)
Interest expense (Note 3)            581,000                        581,000        3,093,000
                                ------------                   ------------     ------------
Income (Loss) before income
  taxes and minority interest        138,000                     (2,709,000)      (4,560,000)
Minority interest in loss of
  subsidiary                        (133,000)                      (133,000)        (118,000)
Income tax expense (benefit)          32,000        (32,000)             --         (603,000)
                                ------------                   ------------     ------------
Net Income (loss)               $    239,000                   $ (2,576,000)    $ (3,839,000)
                                ============                   ============     ============

Net income (loss) per share:

  Basic                         $        .01                   $       (.14)    $       (.23)
                                ============                   ============     ============

  Diluted                       $        .01                   $       (.14)    $       (.23)
                                ============                   ============     ============

Shares used in computing net
income (loss) per share:


  Basic                           19,053,855                     19,053,855       16,933,273
                                ============                   ============     ============

  Diluted                         20,696,985                     19,053,855       16,933,273
                                ============                   ============     ============
</TABLE>


      See accompanying notes to condensed consolidated financial statements





<PAGE>   5


                        THE L.L. KNICKERBOCKER CO., INC.
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (unaudited)
<TABLE>
<CAPTION>
                                                    1998                             1997
                                ---------------------------------------------    ------------
                                As previously
                                  reported       Adjustment      As restated
                                ------------    ------------     ------------
<S>                             <C>               <C>          <C>               <C>
ASSETS                                           (Note 7)
Cash and cash equivalents       $    683,000                     $    683,000    $     92,000
Restricted cash                           --                               --         250,000
Accounts receivable                9,589,000                        9,589,000       8,021,000
Receivable from stockholder               --                               --       1,383,000
Inventories                       12,291,000                       12,291,000      10,851,000
Prepaid expenses and other
current assets                     8,790,000                        8,790,000       7,486,000
                                ------------                     ------------    ------------
  Total current assets            31,353,000                       31,353,000      28,083,000

Property and equipment, net        5,989,000                        5,989,000       5,537,000
Notes Receivable                   1,800,000                        1,800,000       1,800,000
Investments (Note 7)               4,890,000      (2,847,000)       2,043,000       2,585,000
Deferred income taxes              4,215,000                        4,215,000       4,215,000
Other Assets                       2,158,000                        2,158,000       2,348.000
Goodwill, net of accumulated
amortization of $1,093,000
and $971,000 as of March 31,
1998 and December 31, 1997,
respectively                       6,409,000                        6,409,000       6,393,000
                                ------------                     ------------    ------------
                                $ 56,814,000                     $ 53,967,000    $ 50,961,000
                                ============                     ============    ============
</TABLE>


      See accompanying notes to condensed consolidated financial statements




<PAGE>   6



                        THE L.L. KNICKERBOCKER CO., INC.
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (unaudited)


<TABLE>
<CAPTION>
                                                                                       December 31,
                                                  March 31, 1998                           1997
                                -------------------------------------------------      ----------
                                As previously
                                   reported         Adjustment         As restated
                                  ----------        ---------          -----------
<S>                               <C>               <C>                <C>             <C>       
LIABILITIES AND                                     (Note 7)
STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts payable and accrued                                                                       
expenses                          $9,388,000                           $9,388,000       $7,838,000
Commissions and royalties                                                                           
payable                              356,000                              356,000          751,000
Notes payable                      5,817,000                            5,817,000        3,650,000
Interest payable                     282,000                              282,000          270,000
Income taxes payable                 115,000          (32,000)             83,000          123,000
Acquisition payable                    8,000                                8,000            8,000
Due to shareholders of
Krasner Group, Inc.                  900,000                              900,000          900,000
Loan from stockholder                935,000                              935,000          248,000
Current portion of long-term
debt                                 376,000                              376,000          242,000
Other current liabilities                  -                                    -          125,000
Deferred income taxes                 49,000                               49,000           49,000
                                 -----------                           ----------      -----------
   Total current liabilities      18,226,000                           18,194,000       14,204,000
                                 -----------                           ----------      -----------
Long-term liabilities:
Long-term debt, less current                                                                        
portion                              420,000                              420,000          661,000
Convertible debentures, net                                                                         
of discounts of $402,000 at                                                                         
March 31, 1998 and $444,000                                                                         
at December 31, 1997               9,497,000                            9,497,000        9,455,000
Deferred gain                      1,642,000                            1,642,000        1,642,000
                                 -----------                           ----------      -----------
   Total long-term liabilities    11,559,000                           11,559,000       11,758,000
                                 -----------                           ----------      -----------

Minority interest                    141,000                              141,000          274,000
                                 -----------                           ----------      -----------

Stockholders' equity:
Common stock                      27,357,000                           27,357,000       27,282,000
Additional paid-in capital         3,904,000                            3,904,000        3,904,000
Retained earnings (deficit)         (991,000)        (2,815,000)       (3,806,000)      (1,230,000)
Foreign currency translation                                                                        
adjustment                        (3,382,000)                          (3,382,000)      (5,231,000)
                                 -----------                           ----------      -----------
   Total stockholders' equity     26,888,000                           24,073,000       24,725,000
                                 -----------                           ----------      -----------
                                 $56,814,000                          $53,967,000      $50,961,000
                                 ===========                           ==========      ===========
</TABLE>


      See accompanying notes to condensed consolidated financial statements




<PAGE>   7


                        THE L.L. KNICKERBOCKER CO., INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)


<TABLE>
<CAPTION>
                                                                                                December 31,
                                                              March 31, 1998                        1997
                                               --------------------------------------------     -----------
                                               As previously
                                                 reported       Adjustment      As restated
                                               -------------    -----------     -----------
                                                                 (Note 7)
<S>                                             <C>              <C>            <C>             <C>         
Cash flows provided by operating activities:

Net income (loss)                               $   239,000      (2,815,000)    $(2,576,000)    $(3,839,000)
Adjustments to reconcile net income
 (loss) to net cash used in
  operating activities:
Depreciation and amortization                       616,000                         616,000         503,000
Debenture inducement                                                                              1,899,000
Gain on sale of investment                       (2,846,000)      2,846,000              --
Equity in loss of investees                         553,000                         553,000         305,000
Loss on disposition of fixed
assets                                               18,000                          18,000
Minority interest                                  (133,000)                       (133,000)       (118,000)
Amortization of debt discount                        42,000                          42,000         589,000
Changes in operating
accounts:
Accounts receivable, net                         (1,568,000)                     (1,568,000)      2,928,000
Receivable from
stockholder/officer                               1,383,000                       1,383,000        (412,000)
Income tax receivable                                                                              (645,000)
Inventories                                      (1,440,000)                     (1,440,000)     (1,242,000)
Prepaid expenses and other
current assets                                   (1,316,000)                     (1,316,000)     (2,161,000)
Other assets                                         74,000                          74,000         (22,000)
Accounts payable and accrued
expenses                                          1,437,000                       1,437,000      (2,103,000)
Commissions and royalties
payable                                            (395,000)                       (395,000)       (241,000)
Income tax payable                                   (8,000)        (31,000)        (39,000)         41,000
Other long term liabilities                                                                         (51,000)
                                                -----------                     -----------     -----------
Net cash used in operations                      (3,344,000)                     (3,344,000)     (4,569,000)
                                                -----------                     -----------     -----------

Cash flows from investing activities:
Acquisitions of property and                       (273,000)                       (273,000)       (231,000)
equipment
Proceeds from sales of
property and equipment                               21,000                          21,000
Investments                                                                                          (8,000)
                                                -----------                     -----------     -----------
Net cash used in investing
activities                                         (252,000)                       (252,000)       (239,000)
                                                ===========                     ===========     ===========
</TABLE>


<PAGE>   8


                        THE L.L. KNICKERBOCKER CO., INC.
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                                   (unaudited)


<TABLE>
<CAPTION>
                                                                                        December 31,
                                                       March 31, 1998                      1997
                                         ------------------------------------------     -----------
                                         As previously
                                            reported     Adjustment     As restated
                                         -------------   ----------     -----------
                                                          (Note 7)
<S>                                        <C>             <C>            <C>              <C>      
Cash flows from financing activities:
Net borrowings on line of credit           2,167,000                      2,167,000        (182,000)
Payments on long-term debt                   (74,000)                       (74,000)         83,000
Borrowings on long-term debt                  52,000                                         52,000
Proceeds from exercise of
common stock purchase
warrants/options                              75,000                         75,000         346,000
Proceeds from shareholder loan             2,100,000                      2,100,000
Payments on shareholder loan              (1,413,000)                    (1,413,000)
                                           ---------                    -----------     -----------
Net cash provided by
financing activities                       2,907,000                      2,907,000         247,000
                                           ---------                    -----------     -----------
Effect of Foreign currency
translation                                1,030,000                      1,030,000          65,000
                                           ---------                    -----------     -----------
Net increase (decrease) in
cash and cash equivalents                    341,000                        341,000      (4,496,000)
Cash and cash equivalents,
beginning of period                          342,000                        342,000       6,247,000
                                         -----------                    -----------     -----------
Cash and cash equivalents,
end of period                            $   683,000                    $   683,000     $ 1,751,000
                                         ===========                    ===========     ===========

Supplemental cash flow information:

Cash paid for interest                   $   218,000                    $   218,000     $   387,000
                                         ===========                    ===========     ===========
Cash paid (refunded) for
income taxes                             $    32,000                    $    32,000     $        --
                                         ===========                    ===========     ===========
Supplemental Schedule of Noncash Investing and Financing Activity:

During the three months ended March 31, 1997, $5,388,000 of convertible debentures and $71,000 of
accrued interest was converted to common stock.

During the three months ended March 31, 1997, the Company issued 90,614 shares of common stock in
payment of $601,000 of acquisition payable.
</TABLE>


      See accompanying notes to condensed consolidated financial statements




<PAGE>   9


THE L.L. KNICKERBOCKER CO., INC.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS



NOTE 1: BASIS OF PRESENTATION

The information set forth in these consolidated financial statements is
unaudited except for the December 31, 1997 balance sheet. These statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information, the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.

The accompanying consolidated financial statements consolidate the accounts of
Krasner Group, Inc. ("Krasner") which was acquired on June 18, 1996, Harlyn
International, Ltd. which was acquired effective July 1, 1996, L.L.
Knickerbocker (Thai) Company, Ltd, which includes the operations of Grant King
International,Ltd and S.L.S Trading Co., Ltd, which were acquired effective July
1, 1996, and Georgetown Collection, Inc. which was acquired effective October
18, 1996. All intercompany transactions have been eliminated.

In the opinion of management, all adjustments, consisting only of normal
recurring accruals, necessary for a fair presentation have been included. The
results of operations for the three month period ended March 31, 1998 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 1998. For further information, refer to the financial statements
and notes thereto included in the Company's annual report for the year ended
December 31, 1997.

Certain prior period balances have been reclassified to conform with current
presentation.

NOTE 2:  EARNINGS PER SHARE

The Company adopted Statement of Financial Accounting Standards No. 128,
"Earnings per Share" (SFAS 128), in the fourth quarter of 1997. Shares issuable
upon the exercise of common stock warrants and options and shares issuable upon
the conversion of convertible debentures have been excluded from the three month
periods ended March 31, 1998 and 1997 per share calculation because their effect
is antidilutive.

NOTE  3:  CONVERTIBLE DEBENTURES

In September, 1997, the Company issued Convertible Debentures (the Debentures)
with a face value of $5,000,000 in a private placement to an institutional
investor. This private placement yielded net proceeds to the Company totaling
$4,675,000 after deducting costs associated with issuing the Debentures. The
Debentures accrue interest at the rate of 6% per annum, payable upon conversion
of the related debt or at debt maturity of September 7, 2000. Interest is
payable in either cash or common stock of the Company at the option of the
Company. The Debentures are convertible at the option of the holder into shares
of the Company's common stock at a graduated discounted price ranging from 97%
to 90% of an average of the 7 lowest trading days of the 30 consecutive trading
days prior to conversion. The discounted price of 90% applies if the investor
does not convert prior to the two year anniversary of the closing date. Through
March 31, 1998, the Company had not issued any common shares in connection with
the transaction.

The conversion of the notes at a maximum of 90% of the closing price of the
Company's common stock resulted in the Debentures being issued at a discount
(the conversion discount). The conversion discount is being recognized by the
Company as non-cash interest expense over the term of the Debentures with a
corresponding increase to the original principal amount of the Debentures. Upon
conversion of the Debentures any portion of the conversion discount not
previously recognized is recorded as interest expense on the conversion date.
During the three months ended March 31, 1998, a total of $42,000 of non-cash
interest expense was recorded relating to the Debentures.




<PAGE>   10

In September 1996, the Company issued Convertible Debentures (the 1996
Debentures) with a face value of $15,500,000 in a private placement to
institutional investors. This private placement yielded net proceeds to the
Company totaling $14,730,000 after deducting costs associated with issuing the
1996 Debentures. The 1996 Debentures accrue interest at the rate of 7% per
annum, payable quarterly in arrears on any unpaid or unconverted debt. The 1996
Debentures were convertible at the option of the holder into shares of the
Company's common stock at a price equal to 85% of the closing price of the
Company's common stock at the date of conversion, subject to a minimum and
maximum conversion price of $5.25 and $12.00 per share, at any time through the
second anniversary of the original date of issuance. Through March 31, 1998, the
Company issued a total of 1,903,174 shares of its common stock in connection
with the conversion of $12,499,000 of the original principal amount of the 1996
Debentures, plus interest accrued through the conversion dates.

The conversion of the notes at 85% of the closing price of the Company's common
stock resulted in the 1996 Debentures being issued at a discount (the conversion
discount). The conversion discount was being recognized by the Company as
non-cash interest expense over the term of the 1996 Debentures with a
corresponding increase to the original principal amount of the Debentures. Upon
conversion of the 1996 Debentures any portion of the conversion discount not
previously recognized was recorded as interest expense on the conversion date.

In January 1997, the Company reached agreement with the 1996 Debenture holders
to tender all outstanding 1996 Debentures to the Company in exchange for new
convertible Debentures (the New Debentures). Under the terms of the agreement,
New Debentures were issued with a face value of 117.5% of the face value of the
tendered Debentures. The New Debentures bear interest at 7% per year, payable
quarterly. The New Debentures are convertible at the option of the holder into
shares of the Company's common stock at $8.00 per share. The New Debentures must
be converted by January 1999. As a result of the 17.5% premium given as an
inducement to the Debenture holders to tender the original debentures into New
Debentures, the Company recorded a non-cash restructuring charge of $1,899,000
in the first quarter of 1997.

NOTE 4:  BANK FINANCING

The Company has available to use for working capital purposes and to post
letters of credit, a line of credit totaling $20,000,000, subject to certain
limits. The line of credit encompasses The L.L. Knickerbocker Co., Inc.(LLK),
Georgetown Collection, Inc. (GCI) and Krasner Group, Inc.(TKG) and expires in
July 1999. Certain credit limits are established for each company. The credit
limits are $4,000,000 for LLK, $13,000,000 for GCI and $3,000,000 for TKG.
Borrowing availability is determined by an advance rate on eligible accounts
receivable and inventory. The line of credit includes sublimits for letters of
credit and bankers acceptances aggregating $13,000,000, $4,000,000 and
$3,000,000 for GCI, LLK and TKG, respectively. Borrowings bear interest at the
bank's base rate (8.5% at March 31, 1998) plus 2% for GCI and TKG borrowings and
plus 1% for LLK borrowings or, at the Company's option, an adjusted LIBOR rate.
In addition, the Company is charged an Unused Line fee of .25% of the unused
portion of the revolving loans.

At March 31, 1998, the Company had $5,501,000 of cash borrowings outstanding and
outstanding letters of credit totaling $100,000. Available borrowings under the
line of credit aggregated $7,059,000 at March 31, 1998. Borrowings are
collateralized by substantially all assets of the Company. The line of credit
agreement contains, among other things, restrictive financial covenants, which
require the Company to maintain certain leverage and current ratios (computed
annually and quarterly), an interest coverage ratio (computed annually) and to
achieve certain levels of annual income. The agreement also limits GCI annual
capital expenditures and prohibits the payment of dividends. At March 31, 1998,
the Company was in compliance with these covenants or had received a waiver from
the bank for certain covenant violations.

S.L.S. and Harlyn have available lines of credit aggregating 72,000,000 Thai
baht (approximately $1,532,000 at March 31, 1998). Outstanding borrowings bear
interest at rates ranging from 15% to 18.75%.




<PAGE>   11

NOTE 5:  CHANGES IN ACCOUNTING PRINCIPLES

Effective January 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income". This statement requires
that all items recognized under accounting standards as components of
comprehensive earnings be reported in an annual financial statement that is
displayed with the same prominence as other annual financial statements. This
statement also requires that an entity classify items of other comprehensive
earnings by their nature in an annual financial statement. For example, other
comprehensive earnings may include foreign currency translation adjustments and
unrealized gains and losses on marketable securities classified as
available-for-sale. Annual financial statements for prior periods will be
reclassified, as required. The Company's total comprehensive income (loss) is as
follows:

<TABLE>
<CAPTION>
                                                           March 31, 1998   December 31, 1997
                                                           --------------   -----------------  
               <S>                                           <C>               <C>        
               Net income (loss)                             $(2,576,000)      $ 3,839,000
               Foreign currency translation gain (loss)          166,000            65,000
                                                             -----------       -----------
                 Total Comprehensive income (loss)           $  (727,000)      $(3,774,000)
</TABLE>


NOTE 6:  INVENTORIES

As of March 31, 1998 and December 31, 1997 inventories consisted of the
following:

<TABLE>
<CAPTION>
                                           March 31, 1998   December 31, 1997
                                           --------------   ----------------- 
               <S>                           <C>               <C>        
               Finished goods                $10,962,000       $ 8,968,000
               Work-in-progress                  166,000           342,000
               Raw materials                   1,163,000         1,541,000
                                             -----------       -----------
                                             $12,291,000       $10,851,000
</TABLE>


NOTE 7:  RESTATEMENT

Subsequent to the issuance of the Company's Quarterly Report on Form 10-Q for
the three months ended March 31, 1998, the Company determined that the gain
recorded in connection with the Securities Purchase Agreement (the Agreement) to
exchange shares of Pure Energy Corporation (PEC) for shares of Phoenix
Environmental, Ltd. (PEL) should be reversed.

On March 17, 1998, the Company entered into the Agreement and agreed to exchange
2% of PEC for a 6% interest in PEL, a development-stage corporation. The Company
sold 1,364 shares of PEC, and accepted as consideration, 34,700 shares of PEL.
No cash was exchanged in the transaction. The Company recorded a gain of
$2,847,000 during the quarter ended March 31, 1998 in connection with the
Agreement.

On November 27, 1998, the Company and PEL entered into an Option Agreement,
granting each of the companies the right to rescind the Agreement. During the
quarter ended December 31, 1998, the Company and PEL mutually agreed to rescind
the March 17, 1998 Agreement. As a result of the rescission, and in light of the
fact that the underlying PEC shares had not yet been delivered to PEL, the
Company has reversed the $2,847,000 gain as of the original transaction date and
restated its March 31, 1998 financial statements.

A summary of the significant effects of the restatement is as follows:

<TABLE>
<CAPTION>
                                                        1998
                                           ------------------------------
                                               As
                                           previously             As
                                            reported           restated
                                           ----------         -----------
<S>                                        <C>                <C>
At March 31:
Investments                                $4,890,000         $ 2,043,000
Income taxes payable                          115,000              83,000
Retained earnings (deficit)                  (991,000)         (3,806,000)

For the three months ended March 31:
Other income (expense), net                 2,830,000             (17,000)
Income tax expense                             32,000                  --
Net income (loss)                             239,000          (2,576,000)

Net income (loss) per share -- Basic            $0.01              $(0.14)
Net income (loss) per share -- Diluted          $0.01              $(0.14)
</TABLE>
<PAGE>   12


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF  FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

The following discussion includes the operations of the L.L. Knickerbocker Co.,
Inc. and subsidiaries for each of the periods discussed.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1998 AND 1997

Subsequent to the issuance of the Company's Quarterly Report on Form 10-Q for
the three months ended March 31, 1998, the Company determined that the gain
recorded in connection with the Securities Purchase Agreement (the Agreement) to
exchange shares of Pure Energy Corporation (PEC) for shares of Phoenix
Environmental, Ltd. (PEL) should be reversed.

On March 17, 1998, the Company entered into the Agreement and agreed to exchange
2% of PEC for a 6% interest in PEL, a development-stage corporation. The Company
sold 1,364 shares of PEC, and accepted as consideration, 34,700 shares of PEL.
No cash was exchanged in the transaction. The Company recorded a gain of
$2,847,000 during the quarter ended March 31, 1998 in connection with the
Agreement.

On November 27, 1998, the Company and PEL entered into an Option Agreement, 
granting each of the companies the right to rescind the Agreement. During the 
quarter ended December 31, 1998, the Company and PEL mutually agreed to rescind 
the March 17, 1998 Agreement. As a result of the rescission, and in light of 
the fact that the underlying PEC shares had not yet been delivered to PEL, the 
Company has reversed the $2,847,000 gain as of the original transaction date 
and restated its March 31, 1998 financial statements. A summary of the effects 
of the Restatement is presented in Note 7 of Notes to Condensed Consolidated 
Financial Statements. 


NET SALES

Net sales decreased to $11,482,000 for the three months ended March 31, 1998
from $13,441,000 for the three months ended March 31, 1997, a decrease of
$1,959,000, or 14.6%. Of the $1,959,000 decrease, $1,524,000 was attributable to
decreases in net sales from the Company's jewelry division and $435,000 from the
Company's collectible products division. The decrease in net sales from the
jewelry division is made up of a $1,175,000 decrease in fashion jewelry and
accessories sales and a $349,000 decrease in fine jewelry sales. The decrease in
both fine and fashion jewelry sales is primarily attributable to decreased
programming time in the first quarter of 1998 over 1997 on the home shopping
channels, major distribution channels for both fine and fashion jewelry and
accessories. Also impacting the decrease in fine jewelry sales was the economic
situation in Asia, where the Company brokers and sells semi-precious stones. The
decrease in sales of collectible products was primarily attributable to
decreased airtime in the first quarter of 1998 on home shopping channels for the
Company's celebrity driven products. The decrease in airtime on the home
shopping channels was attributed to higher than expected levels of inventory
built-up in 1997 with the Company's major customers in the home shopping
industry.

GROSS PROFIT

Gross profit decreased to $6,626,000 for the three months ended March 31, 1998
from $6,797,000 for the three months ended March 31,1997, a decrease of $171,000
or 2.5%. As a percentage of net sales, gross profit increased to 57.7% in 1998
from 50.6% in 1997. The increase in gross profit percentage in 1998 over 1997 is
due to the majority of the Company's sales mix , or 53.0%, coming from
collectible products sold via direct response. Direct response sales are sales
from catalog mailings and print advertisements ran by the Company. Direct
response sales, as opposed to wholesale, business to business sales, generate
higher margins to the Company as the products are sold at retail prices to
individual consumers.. The remaining net sales from the Company, outside of the
portion contributed by direct response sales, come from wholesale sales. The
Company's gross profit percentage will vary depending on the volume of direct
response sales in any particular quarter. Correspondingly, should the majority
of the Company's sales come from fine and costume jewelry sales in any quarter,
the gross profit percentage of the Company will be lower due to lower historical
margins associated with jewelry production and sales.

ADVERTISING EXPENSE

Advertising expense increased to $2,413,000 for the three months ended March 31,
1998 from $1,577,000 for the three months ended March 31, 1997 due primarily to
the expansion of advertising costs among more collectible brands in 1998 over
1997. The Company in 1998 is expanding the number of products marketed through
the direct response marketing channel. Included in advertising expense are
advertisement printing costs, catalog printing costs, media space in magazines,
infomercial costs, and advertisement development costs.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Total selling, general and administrative expenses decreased to $5,771,000 for
the three months ended March 31, 1998 from $6,269,000 for the three months ended
March 31, 1997, a decrease of $498,000 or 7.9%. The percentage of revenues
represented by these expenses increased from 46.6% in 1997 to 50.3%




<PAGE>   13

in 1998, primarily due to the decrease in revenues of $1,959,000 from the
comparative quarter in 1997. The decrease in selling, general and administrative
expenses is primarily attributable to the Company's focus on reducing its fixed,
general and administrative costs of its collectible products division in the
form of payroll reductions and aggressive consolidation of facilities, combined
with improvements in operational efficiencies over the comparative 1997 quarter.

OTHER INCOME (EXPENSE)

Other expense decreased to $17,000 for the three months ended March 31, 1998
from $113,000 for the three months ended March 31, 1997, a decrease of $96,000.

INTEREST INCOME (EXPENSE)

Interest expense decreased to $581,000 for the three months ended March 31, 1998
from $3,093,000 for the three months ended March 31, 1997, a decrease of
$2,512,000, or 81.2%. Of the decrease in interest expense of $2,512,000 in 1998,
$2,490,000 relates to a combination of a restructuring charge and conversion
discounts which occurred in the first quarter of 1997 associated with the
Company's 1996 debenture offering. The remaining decrease of $22,000 of interest
expense related primarily to reductions in the Company's net bank borrowings in
1998.

NET INCOME

As a result of the foregoing factors, net loss decreased to $2,576,000 for the
three months ended March 31, 1998 from a net loss of $3,839,000 for the three
months ended March 31, 1997, a change of $1,263,000.


LIQUIDITY AND CAPITAL RESOURCES

The Company has financed its operations from internally generated cash flow,
short-term borrowings and equity financings. As of March 31, 1998, the Company
had working capital of $13,159,000, versus working capital of $15,883,000 at
March 31, 1997.

Through the first quarter of 1998, the Company has continued to invest most of
its available funds generated from operations and raised in its convertible
debenture financing by capitalizing subsidiaries and developing new product
categories.

In February 1997, the Company restructured its convertible debentures which had
an unconverted balance of $10,850,000 prior to restructuring. The Company
reached an agreement with the Debenture holders to tender all of the outstanding
Debentures to the Company in exchange for new convertible Debentures (the "New
Debentures"). Under the terms of the agreement, the New Debentures were issued
with a face value of 117.5% of the unconverted balance of the tendered
debentures. The New Debentures are convertible into common stock at the option
of the holder at a fixed price of $8.00 per share. The New Debentures must be
converted by January 1999. As a result of the 17.5% premium given as an
inducement to the Debenture holders to tender the original debentures into New
Debentures, the Company recorded a noncash charge of $1,899,000 in the first
quarter of 1997. As of March 31, 1998, the principal balance outstanding on the
New Debentures was $4,900,000.

The Company has obtained a $20,000,000 line of credit with BankBoston which
replaced existing bank lines of credit to be used for working capital purposes.
The line contains terms and restrictions, which are standard to asset-based
lending arrangements. The Company is in the process of expanding distribution
and product categories and is limited in its ability to borrow on the
$20,000,000 credit facility based upon current levels of inventory and
receivables. As a result of the limitations on the usage of the $20,000,000
credit facility, the Company has looked to outside financing to supplement the
credit facility. The Company is currently in the process of supplementing the
credit facility with private financing.




<PAGE>   14

Cash flow used in operations was $3,344,000 due to the increases in inventory,
prepaid expenses, and accounts receivable during the three months ended March
31, 1998. Cash flows used in investing activities was $252,000 for the three
months ended March 31, 1998, primarily related to upgrades of computer
equipment. Cash flows provided by financing activities was $2,907,000 in 1998
due primarily to borrowings on the $20,000,000 credit facility. The current
ratio for the Company decreased from 1.98 at December 31, 1997 to 1.72 at March
31, 1998.

SEASONALITY AND QUARTERLY RESULTS

The Company's business is subject to seasonal fluctuations. Georgetown
Collection, Inc., which was acquired effective October 18, 1996, has
historically experienced greater sales in the latter portion of the year.
Because of the seasonality of the Company's business, results for any quarter
are not necessarily indicative of the results that may be achieved for the full
fiscal year.

FORWARD-LOOKING STATEMENTS

When used in this document, the words "believes", "anticipates", "expects" and
similar expressions are intended to identify in certain circumstances
forward-looking statements. Such statements are subject to a number of risks and
uncertainties that could cause actual results to differ materially from those
projected, including risks related to the dependence on sales to QVC the
acceptance in the marketplace of new products; the ability to source raw
materials at prices favorable to the Company; currency fluctuations; and other
risks outlined in the Company's previously filed public documents, copies of
which may be obtained without cost from the Company. Given these uncertainties,
prospective investors are cautioned not to place undue reliance on such
statements. The Company also undertakes no obligation to update these
forward-looking statements.

PART II.  OTHER INFORMATION

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.




                                THE L.L. KNICKERBOCKER CO., INC.


Date:   April 14, 1999          By:  /s/ Anthony P. Shutts
                                     Anthony P. Shutts
                                     Chief Financial Officer

                                     Signing on behalf of the registrant and as
                                     principal financial and accounting officer.