<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 June 30, 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 August
7, 1998 was 19,746,205.

<PAGE>   2


This Amendment on Form 10-Q/A amends the Registrant's Quarterly Report on Form
10-Q/A for the period ended June 30, 1998, as filed by the Registrant on October
9, 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 8 of Notes to Condensed Consolidated Financial
Statements.


<PAGE>   3

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
ITEM                                                                            PAGE

<S>                                                                              <C>
                         PART I - FINANCIAL INFORMATION

1.   FINANCIAL STATEMENTS

     A.   Condensed Consolidated Statements of Operations (unaudited) for the three
               month periods ended June 30, 1998 and June 30, 1997..............     1
     
     B.   Condensed Consolidated Statements of Operations (unaudited) for the six
               month periods ended June 30, 1998 and June 30, 1997 (restated) ..     2

     C.      Condensed Consolidated Balance Sheets at June 30, 1998
               (unaudited) and December 31, 1997 (restated) ....................     3

     C.      Condensed Consolidated Statements of Cash Flows (unaudited)
               for the six month periods ended June 30, 1998 and
               June 30, 1997 (restated) ........................................     5

     D.     Notes to Condensed Consolidated Financial Statements................     7

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

     A.   Results of Operations.................................................    12

     B.   Liquidity and Capital Resources.......................................    16


                           PART II - OTHER INFORMATION

4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS........................    18

6.   EXHIBITS AND REPORTS ON FORM 8-K...........................................    18

     SIGNATURES    .............................................................    18
</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 JUNE 30, 1998 AND 1997
                                   (unaudited)


<TABLE>
<CAPTION>
                                                                   1998                           1997
                                              -------------------------------------------     ------------
                                              As previously
                                                 reported         Adjustment  As restated
                                                                   (Note 6)
<S>                                            <C>                            <C>             <C>         
Sales, net of returns                          $ 13,434,000                   $ 13,434,000    $ 17,609,000
Cost of sales                                     6,488,000                      6,488,000       8,701,000
                                               ------------                   ------------    ------------
Gross profit                                      6,946,000                      6,946,000       8,908,000
Advertising expense                               2,611,000                      2,611,000       1,942,000
Selling expense                                   1,483,000                      1,483,000       1,488,000
General and administrative expense                5,230,000         142,000      5,372,000       5,570,000
                                               ------------                   ------------    ------------
Operating loss                                   (2,378,000)                    (2,520,000)        (92,000)
Loss on equity method investments                   262,000                        262,000         571,000
Other (income) expense, net                         163,000                        163,000         123,000
Interest expense (Note 3)                           702,000                        702,000         433,000
                                               ------------                   ------------    ------------
Loss before minority interest and
  income tax benefit                             (3,505,000)                    (3,647,000)     (1,219,000)
Minority interest in loss of subsidiary            (141,000)                      (141,000)       (101,000)
Income tax benefit                                 (826,000)                      (826,000)       (557,000)
                                               ------------                   ------------    ------------
Net loss                                       $ (2,538,000)                  $ (2,680,000)   $   (561,000)
                                               ============                   ============    ============ 


Net loss per share:
  Basic and diluted                            $      (0.13)                  $      (0.14)   $      (0.03)
                                               ============                   ============    ============ 

Shares used in computing net loss per share:
 Basic and diluted                               19,126,757                     19,126,757      17,867,818
                                               ============                   ============    ============ 
</TABLE>




See accompanying notes to condensed consolidated financial statements.


                                       1
<PAGE>   5

                        THE L.L. KNICKERBOCKER CO., INC.
                       CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                     SIX MONTHS ENDED JUNE 30, 1998 AND 1997
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                    1998                            1997
                                              ----------------------------------------------    -----------
                                              As previously      Adjustment     As restated
                                                 reported
                                              ----------------------------------------------    -----------
                                                            (Notes 6 and 8)
<S>                                              <C>                <C>          <C>             <C>       
Sales, net of returns                          $ 24,916,000                    $ 24,916,000    $ 31,050,000
Cost of sales                                    11,344,000                      11,344,000      15,167,000
                                               ------------                    ------------    ------------
Gross profit                                     13,572,000                      13,572,000      15,883,000
Advertising expense                               5,024,000                       5,024,000       3,519,000
Selling expense                                   2,461,000                       2,461,000       3,039,000
General and administrative expense               10,023,000         142,000      10,165,000      10,466,000
                                               ------------                    ------------    ------------
Operating loss                                   (3,936,000)                     (4,078,000)     (1,141,000)
Loss on equity method investments                   815,000                         815,000         876,000
Other (income) expense, net (Note 8)             (2,667,000)      2,847,000         180,000         236,000
Interest expense (Note 3)                         1,283,000                       1,283,000       3,526,000
                                               ------------                    ------------    ------------
Loss before minority interest and
  income tax benefit                             (3,367,000)                     (6,356,000)     (5,779,000)
Minority interest in loss of subsidiary            (274,000)                       (274,000)       (219,000)
Income tax benefit                                 (794,000)        (32,000)       (826,000)     (1,160,000)
                                               ------------                    ------------    ------------
Net loss                                       $ (2,299,000)                   $ (5,256,000)   $ (4,400,000)
                                               ============                    ============    ============ 


Net loss per share:
  Basic and diluted                            $      (0.12)                   $      (0.28)   $      (0.25)
                                               ============                    ============    ============ 

Shares used in computing net loss per share:
  Basic and diluted                              19,038,910                      19,038,910      17,379,133
                                               ============                    ============    ============ 
</TABLE>











See accompanying notes to condensed consolidated financial statements.


                                       2
<PAGE>   6

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


<TABLE>
<CAPTION>

                                                                        June 30, 1998
                                                         ------------------------------------------  ---------------
                                                         As previously     Adjustment    As restated    December 31,
                                                           reported                                         1997
                                                         ------------------------------------------  ---------------
ASSETS                                                                  (Notes 6 and 8)
<S>                                                       <C>                            <C>            <C>         
Cash and cash equivalents                                 $    956,000                   $    956,000   $     92,000

Restricted cash                                                     --                             --        250,000

Accounts Receivable                                          9,992,000                      9,992,000      8,021,000

Receivable from stockholder                                    742,000                        742,000      1,383,000

Inventories                                                 12,196,000                     12,196,000     10,851,000

Prepaid expenses and other current assets                    7,858,000                      7,858,000      7,486,000
                                                          ------------                   ------------   ------------
  Total current assets                                      31,744,000                     31,744,000     28,083,000


Property and equipment, net                                  5,620,000                      5,620,000      5,537,000

Notes Receivable                                             1,800,000                      1,800,000      1,800,000

Investments (Note 8)                                         6,892,000     (2,847,000)      4,045,000      2,585,000

Deferred income taxes                                        4,300,000                      4,300,000      4,215,000

Other Assets                                                 2,591,000                      2,591,000      2,348,000

Goodwill, net of accumulated amortization of $1,356,000
  at June 30, 1998 and $971,000 at December 31, 1997         6,254,000       (142,000)      6,112,000      6,393,000
                                                          ------------                   ------------   ------------
                                                          $ 59,201,000                   $ 56,212,000   $ 50,961,000
                                                          ============                   ============   ============
</TABLE>





See accompanying notes to condensed consolidated financial statements.


                                       3
<PAGE>   7

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


LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                          June 30, 1998
                                                         --------------------------------------------    ------------
                                                         As previously                                   December 31,
                                                           reported          Adjustment   As restated        1997
                                                         --------------------------------------------    ------------
                                                                          (Notes 6 and 8)
<S>                                                        <C>             <C>             <C>             <C>
Current Liabilities:
Accounts payable and accrued expenses                     $ 8,601,000                     $ 8,601,000    $  7,838,000
Commissions and royalties payable                             660,000                         660,000         751,000
Notes Payable                                               5,152,000                       5,152,000       3,650,000
Interest payable                                              405,000                         405,000         270,000
Income taxes payable                                           83,000         (32,000)         51,000         123,000
Acquisition payable                                             8,000                           8,000           8,000
Due to shareholders of Krasner Group, Inc.                    745,000                         745,000         900,000
Loan from stockholder                                              --                              --         248,000
Current portion of long-term debt                             158,000                         158,000         242,000
Other current liabilities                                      66,000                          66,000         125,000
Deferred income taxes                                          49,000                          49,000          49,000
                                                          -----------                    ------------    ------------
  Total current liabilities                                15,927,000                      15,895,000      14,204,000

Long-term liabilities:
Long-term debt, less current portion                          547,000                         547,000         661,000
Convertible debentures, net of discounts of $1,454,000
  at June 30, 1998 and $444,000 at December 31, 1997       15,195,000                      15,195,000       9,455,000
Deferred gain                                               1,642,000                       1,642,000       1,642,000
                                                          -----------                    ------------    ------------
  Total long-term liabilities                              17,384,000                      17,384,000      11,758,000

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

Stockholders' equity:
Common stock                                               27,719,000                      27,719,000      27,282,000
Additional paid-in capital (Note 8)                         6,120,000                       6,120,000       3,904,000
Accumulated deficit                                        (3,529,000)     (2,957,000)     (6,486,000)     (1,230,000)
Foreign currency translation adjustment                    (4,420,000)                     (4,420,000)     (5,231,000)
                                                          -----------                    ------------    ------------
  Total stockholders' equity                               25,890,000                      22,933,000      24,725,000
                                                          -----------                    ------------    ------------
                                                          $59,201,000                    $ 56,212,000    $ 50,961,000
                                                          ===========                    ============    ============
</TABLE>




See accompanying notes to condensed consolidated financial statements.


                                       4
<PAGE>   8

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

<TABLE>
<CAPTION>
                                                                                   June 30, 1998
                                                                    ------------------------------------------    ------------
                                                                    As previously                       As          June 30,
                                                                       reported      Adjustment      restated         1997
                                                                    ------------------------------------------    ------------
Cash flows from operating activities:                                              (Notes 6 and 8)
<S>                                                                  <C>             <C>            <C>           <C>         
Net loss                                                             $(2,299,000)    (2,957,000)    (5,256,000)   $(4,400,000)
Adjustments to reconcile net loss to net cash
  used in operating activities:
  Depreciation and amortization                                        1,227,000        142,000      1,369,000      1,168,000
  Debenture inducement                                                                                              1,899,000
  Gain on sale of investment - P.E.C                                  (2,847,000)     2,847,000             --               
  Equity in loss of investee companies                                   815,000                       815,000        876,000
  Loss on disposition of fixed assets                                     18,000                        18,000               
  Minority interest                                                     (274,000)                     (274,000)      (219,000)
  Amortization of debt discount                                          160,000                       160,000        589,000
  Expense related to stock options                                         5,000                         5,000               
  Deferred income taxes                                                 (800,000)                     (800,000)              
  Changes in operating accounts:
  Accounts receivable, net                                            (1,971,000)                   (1,971,000)     3,082,000
  Receivable from stockholder/officer                                    641,000                       641,000       (781,000)
  Income tax receivable                                                                                            (1,573,000)

Inventories                                                           (1,345,000)                   (1,345,000)    (1,981,000)
  Prepaid expenses and other current assets                             (372,000)                     (372,000)    (1,124,000)
  Other assets                                                          (108,000)                     (108,000)       171,000
  Accounts payable and accrued expenses                                  871,000                       871,000       (920,000)
  Commissions and royalties payable                                      (91,000)                      (91,000)        62,000
  Income tax payable                                                     (40,000)       (32,000)       (72,000)              
  Other long term liabilities                                                                                         (51,000)
                                                                     -----------                   -----------    -----------
Net cash used in operating activities                                 (6,410,000)                   (6,410,000)    (3,202,000)

Cash flows from investing activities:
  Acquisitions of property and equipment                                (534,000)                     (534,000)    (1,947,000)
  Proceeds from sales of property and equipment                           21,000                        21,000               
  Investments/advances to investees                                     (487,000)                     (487,000)       (91,000)
                                                                     -----------                   -----------    -----------
Net cash used in investing activities                                 (1,000,000)                   (1,000,000)    (2,038,000)

Cash flows from financing activities:
  Net borrowings (repayments) on line of credit                        1,502,000                     1,502,000     (1,510,000)
  Payments on long-term debt                                            (148,000)                     (148,000)      (150,000)
  Proceeds from exercise of common stock purchase warrants/options                                                    478,000
  Net proceeds (repayments) from shareholder loan                       (248,000)                     (248,000)     1,000,000
  Deferred debt issue costs                                             (427,000)                     (427,000)              
  Proceeds from issuance of convertible debentures                     7,000,000                     7,000,000               
                                                                     -----------                   -----------    -----------
 Net cash provided by (used in) financing activities                   7,679,000                     7,679,000       (182,000)

Effect of foreign currency translation                                   345,000                       345,000        (47,000)
                                                                     -----------                   -----------    -----------

Net increase (decrease) in cash and cash equivalents                     614,000                       614,000     (5,469,000)
Cash and cash equivalents, beginning of period                           342,000                       342,000      6,747,000
                                                                     -----------                   -----------    -----------
Cash and cash equivalents, end of period                             $   956,000                   $   956,000    $ 1,278,000
                                                                     ===========                   ===========    ===========
</TABLE>


                                       5
<PAGE>   9

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


Supplemental Disclosures of Cash Flow Information:


<TABLE>
<S>                                                      <C>            <C>     
Supplemental cash flow information:
Cash paid for interest                                   $566,000       $789,000
                                                         ========       ========
Cash paid (refunded) for income taxes                    $ 40,000       $     --
                                                         ========       ========
</TABLE>



Supplemental Schedule of Noncash Investing and Financing Activity:

During the six months ended June 30, 1998 and 1997, $250,000 and $8,173,000 of
convertible debentures and $32,000 and $110,000 of accrued interest,
respectively was converted to common stock.

During the six months ended June 30, 1998 and 1997, the Company issued 38,954
and 156,106 shares of common stock in payment of $155,000 and $976,000,
respectively of liability to former Krasner shareholders.

During the six months ended June 30, 1998, the Company acquired property and
equipment under capital lease obligations totaling $91,000.

During the six months ended June 30, 1998, the Company recorded a $1,788,000
increase to investments in connection with the initial public offering of Ontro,
Inc. (Note 8).


                                       6
<PAGE>   10

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 condensed consolidated financial statements include the
accounts of The L.L. Knickerbocker Co., Inc.; its wholly-owned subsidiaries The
Krasner Group, Inc., Harlyn International, Ltd., L.L. Knickerbocker (Thai)
Company, Ltd, and S.L.S Trading Co., Ltd.,; and its majority-owned subsidiary
Georgetown Collection, Inc. All intercompany accounts and 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 and six month periods ended June 30, 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 on Form
10-KSB 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 and
six month periods ended June 30, 1998 and 1997 per share calculation because
their effect is antidilutive.

NOTE 3: CONVERTIBLE DEBENTURES

In June 1998, the Company issued Convertible Debentures (the 1998 Debentures)
with a face value of $7,000,000 in a private placement to institutional
investors. This private placement yielded net proceeds to the Company totaling
$6,573,000 after deducting costs associated with issuing the 1998 Debentures.
The 1998 Debentures accrue interest at the rate of 6% per annum, payable upon
conversion of the related debt. The 1998 Debentures are convertible at the
option of the holder into shares of the Company's common stock at a conversion
price of $4.02. As of June 30, 1998, none of the 1998 Debentures had been
converted.

The 1998 Debentures are subject to an agreement whereby within 120 days of
issuance of the 1998 Debentures and after approval by the shareholders of the
Company of the issuance of the 1998 Debentures and the creation of a class of
Preferred Stock of the Company, the 1998 Debentures will be exchanged for shares
of newly created Preferred Stock of the Company, the terms of which shall be
substantially similar to that of the 1998 Debentures. The Preferred Stock will
be convertible into shares of common stock of the Company at the lower of $4.02
or 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. To the extent the Company is not able
to exchange the 1998 Debentures for Preferred Stock, under the terms of the
agreement, the 1998 Debentures will mature on October 6, 1998. Management
believes the Company will be able to satisfy the conditions of conversion to
Preferred Stock.


                                       7
<PAGE>   11

The conversion of the securities at a maximum of 90% of the closing price of the
Company's common stock resulted in the 1998 Debentures being issued at a
discount (the conversion discount). The Company is recognizing the conversion
discount as non-cash interest expense over the estimated term of the 1998
Debentures (two years) with a corresponding increase to the original principal
amount of the 1998 Debentures. In connection with the issuance of the 1998
Debentures, the Company issued to the investors warrants to purchase 261,194
shares of common stock. The warrants vest as of the grant date with an exercise
price of $4.72 per share, which was equivalent to 135% of the fair market value
of the Company's common stock at the date of grant and are valid for five years
from the date of the grant. The warrants have an ascribed value of $470,000,
which was recorded as debt discount (the warrant discount) and additional
paid-in capital. The Company is recognizing the warrant discount as non-cash
interest expense over the term of the securities (three years). Upon conversion
of the 1998 Debentures any portion of the conversion discount not previously
recognized is recorded as interest expense on the conversion date. During the
six months ended June 30, 1998, a total of $41,000 of non-cash interest expense
was recorded relating to the 1998 Debentures.

In September 1997, the Company issued Convertible Debentures (the 1997
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
1997 Debentures. The 1997 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 1997 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 June 30, 1998, the Company issued a
total of 67,103 shares of its common stock in connection with the conversion of
$250,000 of the principal amount of the 1997 Debentures, plus interest accrued
through the conversion date.

The conversion of the notes at a maximum of 90% of the closing price of the
Company's common stock resulted in the 1997 Debentures being issued at a
discount (the conversion discount). The Company is recognizing the conversion
discount as non-cash interest expense over the estimated term of the 1997
Debentures (two years) with a corresponding increase to the original principal
amount of the 1997 Debentures. Upon conversion of the 1997 Debentures any
portion of the conversion discount not previously recognized is recorded as
interest expense on the conversion date. During the six months ended June 30,
1998, a total of $255,000 of non-cash interest expense was recorded relating to
the 1997 Debentures, including $19,000 relating to the additional conversion
discount recorded upon conversion.

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. 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 June 30, 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.
During the six months ended June 30, 1998 and 1997, a total of $63,000 and
$2,648,000, respectively, of non-cash interest expense was recorded relating to
the 1996 Debentures, including $537,000 in the six months ended June 30, 1997
relating to the additional conversion discount recorded upon conversion. In
January 1997, the Company reached 


                                       8
<PAGE>   12

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 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 June 30, 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 June 30, 1998, the Company had $5,152,000 of cash borrowings outstanding and
outstanding letters of credit totaling $338,000. Available borrowings under the
line of credit aggregated $2,955,000 at June 30, 1998. Borrowings are
collateralized by substantially all assets of the Company. The line of credit
agreement contains, among other things, restrictive financial covenants that
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 June 30, 1998,
the Company was in compliance with these covenants.

S.L.S. Trading Co., Ltd. and Harlyn International, Inc. have available lines of
credit aggregating 72,000,000 Thai baht (approximately $1,690,000 at June 30,
1998). Outstanding borrowings bear interest at rates ranging from 15% to 18.75%.


                                       9
<PAGE>   13

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 loss is as follows:


<TABLE>
<CAPTION>
Six months ended:                                 June 30, 1998    June 30, 1997
<S>                                                <C>              <C>         
Net loss                                           $(5,256,000)     $(4,400,000)
Foreign currency translation gain (loss)               811,000         (135,000)
                                                   -----------      ----------- 
  Total Comprehensive loss                         $(4,445,000)     $(4,535,000)
                                                   ===========      ===========
</TABLE>

<TABLE>
<CAPTION>
Three months ended:                               June 30, 1998    June 30, 1997
<S>                                                <C>              <C>         
Net loss                                           $(2,680,000)     $  (561,000)
Foreign currency translation gain (loss)            (1,038,000)        (200,000)
                                                   -----------      ----------- 
  Total Comprehensive loss                         $(3,718,000)     $  (761,000)
                                                   ===========      ===========
</TABLE>


NOTE 6: GOODWILL

As of January 1, 1998, the Company determined that, due to operating experience
of Krasner Group, Inc. and Georgetown Collection, Inc. since the acquisition of
these entities, the estimated useful life of goodwill associated with the
acquisitions should be increased to 20 years. The effect of this change was a
decrease in net loss of approximately $142,000 or $.007 per share, for the six
months ended June 30, 1998. The Company revised the useful life back to 10 years
and accordingly is retroactively restating the three and six months ended June
30, 1998 to reflect the revision of the useful life of goodwill from 20 to 10
years.


NOTE 7:  INVENTORIES

As of June 30, 1998 and December 31, 1997 inventories consisted of the
following:

<TABLE>
<CAPTION>
                                      June 30, 1998    December 31, 1997
                                      -------------    -----------------
<S>                                    <C>                <C>        
               Finished goods          $10,141,000        $ 8,968,000
               Work-in-progress            851,000            342,000
               Raw materials             1,204,000          1,541,000
                                       -----------        -----------
                                       $12,196,000        $10,851,000
                                       ===========        ===========
</TABLE>
                                                      
NOTE 8: INVESTMENTS/RESTATEMENT

Subsequent to the issuance of the Company's Quarterly Report on Form 10-Q for 
the six months ended June 30, 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 June 30, 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 June 30                                         
Investments                                      $ 6,892,000        $ 4,045,000
Income taxes payable                                  83,000             51,000
Accumulated deficit                               (3,671,000)        (6,486,000) 

For the six months ended June 30:
Other (income) expense, net                       (2,667,000)           180,000
Income tax benefit                                  (794,000)          (826,000)
Net loss                                          (2,441,000)        (5,256,000)

Net loss per share - Basic and diluted                ($0.13)            ($0.28)

</TABLE>
                                       10
<PAGE>   14

In September 1996 the Company purchased an equity interest in Ontro, Inc.
(Ontro). The purchase price consisted of $600,000 in cash for 858,673 common
shares. The investment provided the Company with a 27.8% common equity interest
in Ontro. In May 1998 Ontro successfully completed an initial public offering
whereby Ontro received approximately $15 million and issued 3,400,000 shares of
its common stock. As a result of the sale of previously unissued shares to the
public, the Company's ownership interest in Ontro was reduced to 13.2% and the
Company increased the balance of its investment in Ontro to reflect the enhanced
value of the Company's equity interest in Ontro. The net increase of $1,073,000
was recorded as a capital transaction, resulting in an increase to the Company's
additional paid-in capital account after giving effect to deferred taxes of
$715,000.



NOTE 9: SUBSEQUENT EVENTS

In July 1998, the Company issued 761,560 shares of its common stock in
connection with the conversion of $1,750,000 of the principal amount of the 1997
Debentures, plus interest accrued through the conversion date.

In August 1998 the Company entered into an agreement with the 1997 Debenture
holders whereby the Company has the right, until September 1, 1998, to purchase
up to $3,000,000 of the principal amount of the 1997 Debentures, adjusted for
conversions through September 1, 1998, for a purchase price in cash of 110% of
face value. In connection with the agreement the Company issued to the Debenture
holders warrants to purchase an aggregate of 213,132 shares of common stock. The
warrants have an aggregate ascribed value of $228,000, which will be recorded as
non-cash interest expense in the third quarter of 1998. The 10% premium over
face value will be recognized as expense as the Company exercises its right to
purchase the debentures.


                                       11
<PAGE>   15

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 JUNE 30, 1998 AND 1997

NET SALES

Net sales decreased to $13,434,000 for the three months ended June 30, 1998 from
$17,609,000 for the three months ended June 30, 1997, a decrease of $4,175,000,
or 23.7%. Of the $4,175,000 decrease, $2,017,000 was attributable to a decrease
in net sales from the Company's celebrity-driven collectible doll programs,
$1,313,000 was attributed to the Company's non-celebrity collectible doll
programs, $585,000 was attributed to the Company's celebrity-driven fashion
jewelry programs, and $260,000 was attributed to the Company's fine jewelry
program. The decrease in net sales from celebrity-driven collectible doll
programs related primarily to decreased programming time for new products by the
Company's major customer in the home shopping industry. A higher percentage of
programming time was utilized to reduce the customer's higher than expected
inventory levels remaining from previous orders. Management believes that
increased programming time dedicated to new products will begin in the third
quarter of 1998. The decrease in non-celebrity collectible doll revenues was
primarily attributed to lower than expected response from the Company's direct
response advertisement campaigns. The decrease in net sales from the Company's
fashion jewelry sales is primarily attributable to lower dollar amount orders
from the Company's major customer in the home shopping industry, the primary
distribution channel for fashion jewelry. The decrease in fine jewelry sales
related to decreases in raw stone sales that have been impacted by the downturn
in the economy in Thailand. The Company continues to assess the potential of
sales expansion of existing products through new distribution channels, as well
as continuing to develop new product categories.

GROSS PROFIT

Gross profit decreased to $6,946,000 for the three months ended June 30, 1998
from $8,908,000 for the three months ended June 30, 1997, a decrease of
$1,962,000 or 22.0%. As a percentage of net sales, gross profit for the quarter
increased to 51.7% in 1998 from 50.6% in 1997. The increase in the gross profit
percentage in 1998 over 1997 is due primarily to increases in gross profit
margins in the Company's non-celebrity collectible doll programs and fashion and
fine jewelry programs, offset by a temporary decrease in gross profit margin
from the Company's celebrity-driven collectible doll program. Impacting gross
profit margins of the Company is the percentage of the Company's sales mix that
is generated from collectible products sold via direct response. In the quarter
ended June 30, 1998, 37.9% of the Company's revenues were generated from direct
response distribution, versus 36.4% in 1997. Direct response sales are generated
by catalog mailings and print advertisements placed 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 of the Company, other than the
portion contributed by direct response sales, are generated from wholesale
sales. Therefore, 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 $2,611,000 for the three months ended June 30,
1998 from $1,942,000 for the three months ended June 30, 1997, due primarily to
the Company's expansion of its direct response advertising campaigns among a
greater number of collectible brands in 1998. Additionally, the Company is
incurring higher advertising costs in 1998 due to the expansion into retail
distribution for the Company's products. Included in 


                                       12
<PAGE>   16

advertising expense are advertisement printing costs, catalog printing costs,
media space in magazines, and advertisement creative and development costs.

SELLING EXPENSE

Selling expense decreased slightly to $1,483,000 for the three months ended June
30, 1998 from $1,488,000 for the three months ended June 30, 1997, due primarily
to lower royalty expense attributable to lower revenues in 1998, offset by
increases in trade show expenses related to the Company's expansion of its
retail distribution channel. Selling expenses include royalty expense,
commission expense, trade show expenses, and other sales promotion expenses.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses decreased to $5,372,000 for the three months
ended June 30, 1998 from $5,570,000 for the three months ended June 30, 1997, a
decrease of $198,000, or 3.6%. The percentage of revenues represented by these
expenses increased from 31.6% in 1997 to 40.0% in 1998. The increase in general
and administrative expenses as a percentage of revenues resulted primarily from
the 23.7% decrease in the revenue base in 1998 from 1997. The $198,000 decrease
in general and administrative expenses related primarily to the Company's
aggressive efforts to cut general and administrative expenses across the
Company's diverse product divisions, offset by increased personnel costs and
higher operating costs associated with the Company's new headquarters in
California and its jewelry facility in Thailand.

LOSS FROM EQUITY METHOD INVESTMENTS

Loss from equity method investments decreased to $262,000 for the three months
ended June 30, 1998 from $571,000 for the three months ended June 30, 1997. The
major component of the 1998 loss from equity method investments stems from the
Company's 50% interest in Arkenol Asia, LLC. Included in the June 30, 1997 loss
from equity method investments are losses incurred from independent,
development-stage corporations of which the Company owns a substantial interest,
in most cases greater than 19.9%. Under the equity method of accounting, the
Company must report its percentage ownership of losses incurred by the
development-stage corporations. During the three months ended June 30, 1998, the
Company did not account for investments in Pure Energy Corporation and Ontro,
Inc. under the equity method due to reductions in ownership interest.

OTHER INCOME (EXPENSE)

Other expense increased to $163,000 for the three months ended June 30, 1998
from $123,000 for the three months ended June 30, 1997, an increase of $40,000,
or 32.5%. The increase relates primarily to foreign currency losses realized by
Thailand-based subsidiaries as a result of foreign currency fluctuations.

INTEREST EXPENSE

Interest expense increased to $702,000 for the three months ended June 30, 1998
from $433,000 for the three months ended June 30, 1997, an increase of $269,000,
or 62.1%. The increase occurred primarily as a result of increased interest
charges from the issuance of convertible debentures totaling $5,000,000 and
$7,000,000 in September 1997 and June 1998, respectively. Included in interest
expense are noncash charges of $228,000 that are classified as interest expense.

NET LOSS

As a result of the foregoing factors, net loss increased to $2,680,000 for the
three months ended June 30, 1998 from net loss of $561,000 for the three months
ended June 30, 1997, an increase in net loss of $2,119,000.


                                       13
<PAGE>   17

SIX MONTHS ENDED JUNE 30, 1998 AND 1997

Subsequent to the issuance of the Company's Quarterly Report on Form 10-Q for
the six months ended June 30, 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
Agrement.

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 June 30, 1998 financial statements. The effects of the Restatement
are presented in Note 8 of Notes to Condensed Consolidated Financial Statements.

NET SALES

Net sales decreased to $24,916,000 for the six months ended June 30, 1998 from
$31,050,000 for the six months ended June 30, 1997, a decrease of $6,134,000, or
19.8%. Of the $6,134,000 decrease, $2,645,000 was attributable to a decrease in
net sales from the Company's celebrity-driven collectible doll programs,
$1,762,000 was attributed to the Company's celebrity-driven fashion jewelry
programs, $1,119,000 was attributed to the Company's non-celebrity collectible
doll programs, and $608,000 was attributed to the Company's fine jewelry
program. The decrease in net sales from celebrity-driven collectible doll
programs related primarily to decreased programming time for new products by the
Company's major customer in the home shopping industry. A higher percentage of
programming time was utilized to reduce the customer's higher than expected
inventory levels remaining from previous orders. Management believes that
increased programming time dedicated to new products will begin in the third
quarter of 1998. The decrease in non-celebrity collectible doll revenues was
primarily attributed to lower than expected response from the Company's direct
response advertisement campaigns. The decrease in net revenues from the
Company's fashion jewelry sales is primarily attributable to lower dollar amount
orders from the Company's major customer in the home shopping industry, the
primary distribution channel for fashion jewelry. The decrease in fine jewelry
revenues related to decreases in raw stone sales that have been impacted by the
downturn in the economy in Thailand. The Company continues to assess the
potential of sales expansion of existing products through new distribution
channels, as well as continuing to develop new product categories.

GROSS PROFIT

Gross profit decreased to $13,572,000 for the six months ended June 30, 1998
from $15,883,000 for the three months ended June 30, 1997, a decrease of
$2,311,000 or 14.6%. As a percentage of net sales, gross profit for the quarter
increased to 54.5% in 1998 from 51.2% in 1997. The increase in the gross profit
percentage in 1998 over 1997 is due primarily to increases in gross profit
margins in the Company's non-celebrity collectible doll programs, fashion and
fine jewelry programs, offset by a temporary decrease in gross profit margin
from the Company's celebrity-driven collectible doll program. Impacting gross
profit margins of the Company is the percentage of the Company's sales mix that
is generated from collectible products sold via direct response. In the six
months ended June 30, 1998, 44.9% of the Company's revenues were generated from
direct response distribution, versus 39.6% in 1997. Direct response sales are
generated by catalog mailings and print advertisements placed 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 of the Company, other than the
portion contributed by direct response sales, are generated from wholesale
sales. Therefore, 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 $5,024,000 for the six months ended June 30,
1998 from $3,519,000 for the six months ended June 30, 1997, due primarily to
the Company's expansion of its direct response advertising campaigns among more
collectible brands in 1998. Additionally, the Company is incurring higher
advertising costs in 1998 due to the expansion of retail distribution for the
Company's products. Included in advertising expense are advertisement printing
costs, catalog printing costs, media space in magazines, and advertisement
creative and development costs.


                                       14
<PAGE>   18

SELLING EXPENSE

Selling expense decreased to $2,461,000 for the six months ended June 30, 1998
from $3,039,000 for the six months ended June 30, 1997, due primarily to lower
royalty expense attributable to lower revenues in 1998, offset by increases in
trade show expenses related to the Company's expansion of its products into
retail distribution. Selling expenses include royalty expense, commission
expense, trade show expenses, and other sales promotion expenses.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses decreased to $10,165,000 for the six months
ended June 30, 1998 from $10,466,000 for the six months ended June 30, 1997, a
decrease of $301,000, or 2.9%. The percentage of revenues represented by these
expenses increased from 33.7% in 1997 to 40.8% in 1998. The increase in general
and administrative expenses as a percentage of revenues resulted primarily from
the 19.8% decrease in the revenue base in 1998 from 1997. The $301,000 decrease
in general and administrative expenses related primarily to the Company's
aggressive efforts to cut general and administrative expenses across the
Company's diverse product divisions, offset by increased personnel costs and
higher operating costs associated with the Company's new headquarters in
California and its jewelry facility in Thailand.

LOSS FROM EQUITY METHOD INVESTMENTS

Loss from equity method investments decreased slightly to $815,000 for the six
months ended June 30, 1998 from $876,000 for the six months ended June 30, 1997.
The major components of the 1998 loss from equity method investments stem from
the Company's 50% interest in Arkenol Asia, LLC and approximately 30% interest
in Pure Energy Corporation, both development-stage corporations. Under the
equity method of accounting, the Company must report its percentage ownership of
losses incurred by the development-stage corporations. Effective April 1, 1998
the Company discontinued the application of the equity method to its investment
in Pure Energy Corporation due to a reduction in ownership interest during 1998.

OTHER INCOME (EXPENSE)

Other expense decreased to $180,000 for the six months ended June 30, 1998 from
$236,000 for the six months ended June 30, 1997, a decrease of $56,000. The
decrease relates primarily to foreign currency gains realized by Thailand-based
subsidiaries as a result of foreign currency fluctuations in the six months
ended June 30, 1998.

INTEREST EXPENSE

Interest expense decreased to $1,283,000 for the six months ended June 30, 1998
from $3,526,000 for the six months ended June 30, 1997, a decrease of
$2,243,000, or 63.6%. The decrease occurred primarily as a result of a
$1,899,000 noncash restructuring charge and noncash conversion discounts
incurred in 1997 associated with the Company's 1996 convertible debenture
offering, offset by increased interest charges from the issuance of convertible
debentures totaling $5,000,000 and $7,000,000 in September 1997 and June 1998,
respectively. Included in interest expense are noncash charges of $359,000 that
are classified as interest expense.

NET LOSS

As a result of the foregoing factors, net loss increased to $5,256,000 for the
six months ended June 30, 1998 from net loss of $4,400,000 for the six months
ended June 30, 1997, an increase in net loss of $856,000.


                                       15
<PAGE>   19

LIQUIDITY AND CAPITAL RESOURCES

The Company has financed its operations from its existing cash, short-term
borrowings and equity and debt financings. As of June 30, 1998, the Company had
working capital of $15,849,000, versus working capital of $16,010,000 at June
30, 1997.

Through the second 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, purchasing inventory for
seasonal needs and developing new product categories.

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 June 30, 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 June 30, 1998, the Company had $5,152,000 of cash borrowings outstanding and
outstanding letters of credit totaling $338,000. Available borrowings under the
line of credit aggregated $2,955,000 at June 30, 1998. Borrowings are
collateralized by substantially all assets of the Company. The line of credit
agreement contains, among other things, restrictive financial covenants that
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 June 30, 1998,
the Company was in compliance with these covenants.

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, completing a $7,000,000
convertible debenture offering in June 1998.

Cash flow used in operations was $6,410,000 in 1998 compared to $3,202,000 in
1997. The increase in cash used in operations was due primarily to the increase
in accounts receivable during the six months ended June 30, 1998, offset by a
decrease in accounts payable and accrued expenses. Cash flow used in investing
activities was $1,000,000 for the six months ended June 30, 1998, primarily
related to acquisitions of property and equipment and advances to Arkenol Asia,
LLC, a joint venture in which the Company has a 50% interest. Cash flow provided
by financing activities was $7,679,000 in 1998 due primarily to borrowings on
the $20,000,000 credit facility and net proceeds from the convertible debenture
offering completed in June 1998. The current ratio for the Company increased
from 1.98 at December 31, 1997 to 1.99 at June 30, 1998.

In August 1998, the Company entered into an agreement with the 1997 Debenture
holders whereby the Company has the right, until September 1, 1998, to purchase
up to $3,000,000 of the principal amount of the 1997 Debentures, for a purchase
price in cash of 110% of face value. The Company anticipates that it will fund
the repurchase of the unconverted debentures from the proceeds of anticipated
future sales of investments held as of June 30, 1998.

Based on current plans and business conditions the Company expects that its
cash, investments and/or available borrowings under its line of credit together
with any amounts generated from operations will be sufficient to meet the
Company's cash requirements for the foreseeable future. However, there can be no
assurance that the Company


                                       16
<PAGE>   20

will not be required to seek other financing sooner or that such financing, if
required, will be available on terms satisfactory to the Company.

SEASONALITY AND QUARTERLY RESULTS

The Company's business is subject to seasonal fluctuations. The Company's
celebrity collectible doll and non-celebrity doll programs and to a lesser
extent, its fine jewelry programs, have 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.

YEAR 2000

The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Any of the Company's
computer programs that have time-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculations causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send invoices, or
engage in similar normal business activities.

The Company has initiated a conversion from existing accounting software to
programs that are year-2000 compliant. Management has determined that the year
2000 issue will not pose significant operational problems for its computer
systems.

The Company will utilize both internal and external resources to reprogram, or
replace, and test the software for Year 2000 modifications. The Company
anticipates completing the Year 2000 project within one year but not later than
October 31, 1999, which is prior to any anticipated impact on its operating
systems. The total cost of the Year 2000 project is estimated at $750,000 and is
being funded through operating cash flows and lease financing.

The costs of the project and the date on which the Company believes it will
complete the Year 2000 modifications are based on management's best estimates,
which were derived utilizing numerous assumptions of future events, including
the continued availability of certain resources, third-party modification plans
and other factors. However, there can be no guarantee that these estimates will
be achieved and actual results could differ materially from those anticipated.
Specific factors that might cause such material differences include, but are not
limited to, the availability and cost of personnel trained in this area, the
ability to locate and correct all relevant computer codes, and similar
uncertainties.

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.


                                       17
<PAGE>   21

PART II. OTHER INFORMATION


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On May 15, 1998, the Company held its Annual Meeting of Shareholders. The
meeting involved the election of Directors of the Company and the ratification
of Deloitte & Touche LLP as independent public accountants for the year 1998. A
brief description of each matter voted on and number of shares cast is as
follows:

<TABLE>
<S>                                     <C>            <C>           <C>            <C>
     1.)  Election of Directors:        For            Withhold      Against        Abstain
               Louis L. Knickerbocker   17,965,860     550,511
               Anthony P. Shutts        17,950,610     565,761
               Tamara Knickerbocker     17,965,860     550,511
               Gerald A. Margolis       17,965,610     550,761
               William R. Black         17,929,610     586,761
               F. Rene Alvarez, Jr.     17,926,310     590,061

     2.)  Ratification of Appointment
          of Independent Public
          Accountants:
               Appointment of Deloitte
               & Touche LLP             17,972,941                   451,557        91,873
</TABLE>


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits:
     27.0 Financial Data Schedule

(b)  Reports on Form 8-K:
     On June 9, 1998, the Company filed a report on Form 8-K reporting the
     issuance of convertible debentures with a face value of $7,000,000.



                                   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.

                                     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.


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