<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)
[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

     For the quarterly period ended September 30, 2000

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

     For the transition period from __________ to ___________

     For the quarterly period ended ________________________


                        Commission file number: 333-29295


                               RETROSPETTIVA, INC.
        (Exact name of small business issuer as specified in its charter)


              California                                    95-4298051
     (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                     Identification No.)


                           8825 West Olympic Boulevard
                             Beverly Hills, CA 90211
                    (Address of principal executive offices)


                                 (310) 657-1745
                           (Issuer's telephone number)

Check whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [ ]

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by court. Yes [ ] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: Common Stock, No Par Value, 3,279,916
shares as of October 19, 2000.

Transitional Small Business Disclosure Format: Yes [ ] No [ X ]

<PAGE>

                       RETROSPETTIVA, INC. AND SUBSIDIARY
                                   FORM 10-QSB
                                      INDEX

<TABLE>
<CAPTION>
Part I   Financial Information                                                  Page
<S>                                                                             <C>
     Item 1. Financial Statements:

     Balance Sheets as of September 30, 2000 and December 31, 1999               1

     Statements of Operations for the Three Months and Nine Months Ended
        September 30, 2000 and 1999                                              2

     Statements of Cash Flows for the Nine Months Ended
        September 30, 2000 and 1999                                              3

     Notes to Financial Statements                                               4

     Item 2. Management's Discussion and Analysis of Financial
       Condition and Results of Operations                                       5

Part II  Other Information and Signatures                                        9

</TABLE>

<PAGE>

                       RETROSPETTIVA, INC. AND SUBSIDIARY
                                 BALANCE SHEETS
                                   (UNAUDITED)

                                     ASSETS

<TABLE>
<CAPTION>
                                                          DECEMBER 31,       SEPTEMBER 30,
                                                             1999                2000
                                                          ------------       ------------
<S>                                                       <C>                <C>
CURRENT ASSETS
   Cash                                                   $     85,857       $     20,438
   Accounts receivable, net, pledged                         1,088,811            694,182
   Due from factor                                             742,950            337,867
   Note receivable, current portion,pledged                     36,000             36,000
   Note receivable, stockholder                                300,160            111,446
   Inventories, pledged                                     10,253,949          8,306,278
   Income taxes receivable                                      72,949            795,180
   Accrued interest receivable, stockholder                     78,551             78,551
   Due from vendors                                            580,882            456,520
   Product development costs                                   179,721               --
   Other current assets                                         87,812             97,837
                                                          ------------       ------------
           Total Current Assets                             13,507,642         10,934,299

   PROPERTY AND EQUIPMENT, at cost, net                      1,085,117          1,054,220
   RESTRICTED INVESTMENT                                          --              300,000
   NOTE RECEIVABLE, net of current portion                      50,851             23,851
   DEFERRED TAX ASSETS, net of current portion                  47,000             47,000
   OTHER ASSETS                                                 18,295             18,845
                                                          ------------       ------------
                                                          $ 14,708,905       $ 12,378,215
                                                          ============       ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable, trade                                $  3,126,098       $  1,162,932
   Line of credit                                            2,110,817          2,375,632
   Due to vendor                                                  --               74,588
   Accrued expenses                                             45,621             43,328
   Payroll tax payable                                            --                7,558
                                                          ------------       ------------
           Total Current Liabilities                         5,282,536          3,664,038
                                                          ------------       ------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
PREFERRED STOCK - AUTHORIZED 1,000,000 SHARES - NONE
   ISSUED OR OUTSTANDING
Common stock - authorized 15,000,000 shares, no
   par value; 3,177,916 and 3,279,916 issued and
   outstanding, respectively                                 6,765,480          6,842,820
Subscription receivable                                       (164,790)          (164,790)
Additional paid-in capital                                     230,000            230,000
Retained earnings                                            2,595,679          1,806,147
                                                          ------------       ------------
      Total Stockholders Equity                              9,426,369          8,714,177
                                                          ------------       ------------
                                                          $ 14,708,905       $ 12,378,215
                                                          ============       ============
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

                                       1
<PAGE>

                        RETROSPETTIVA, INC.AND SUBSIDIARY
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                THREE MONTHS ENDED                     NINE MONTHS ENDED
                                                   SEPTEMBER 30,                         SEPTEMBER 30,
                                              1999              2000               1999               2000
                                          ------------       ------------       ------------       ------------
<S>                                       <C>                <C>                <C>                <C>
SALES                                     $  6,528,640       $  4,343,044       $ 17,380,934       $ 14,803,715

COST OF SALES                                5,719,893          3,608,152         15,215,862         12,669,520
                                          ------------       ------------       ------------       ------------
GROSS PROFIT                                   808,747            734,892          2,165,072          2,134,195

OPERATING EXPENSES
   Selling expenses                            124,345            170,323            417,512            498,195
   General and administrative                  308,271          1,377,277          1,181,545          2,466,537
   Loss on product development costs              --                7,778               --              357,235
                                          ------------       ------------       ------------       ------------
   Total Operating Expenses                    432,616          1,555,378          1,599,057          3,321,967
                                          ------------       ------------       ------------       ------------
INCOME(LOSS) FROM OPERATIONS                   376,131           (820,486)           566,015         (1,187,772)

OTHER INCOME (EXPENSES)
   Interest income                               7,678                 90             27,606                371
   Interest expense                            (59,394)           (81,615)          (153,149)          (306,131)
   Other income                                   --                 --               70,691               --
                                          ------------       ------------       ------------       ------------
Net Other Income (Expenses)                    (51,716)           (81,525)           (54,852)          (305,760)
                                          ------------       ------------       ------------       ------------
INCOME(LOSS) BEFORE INCOME TAXES               324,415           (902,011)           511,163         (1,493,532)

PROVISION (BENEFIT) FOR INCOME TAXES           129,000           (704,000)           188,000           (704,000)
                                          ------------       ------------       ------------       ------------
NET INCOME(LOSS)                          $    195,415       $   (198,011)      $    323,163       $   (789,532)
                                          ============       ============       ============       ============
NET INCOME(LOSS) PER SHARE, BASIC         $       0.06       $      (0.06)      $       0.10       $      (0.24)
                                          ============       ============       ============       ============
WEIGHTED AVERAGE NUMBERS OF SHARES
   OUTSTANDING, BASIC                        3,131,177          3,271,492          3,078,018          3,223,949
                                          ============       ============       ============       ============
NET INCOME PER SHARE, DILUTED             $       0.05                          $       0.09
                                          ============                          ============
WEIGHTED AVERAGE NUMBER OF SHARES
   OUTSTANDING, DILUTED                      3,648,422                             3,595,264
                                          ============                          ============

</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

                                       2
<PAGE>
                        RETROSPETTIVA, INC.AND SUBSIDIARY
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                    NINE MONTHS ENDED SEPTEMBER 30
                                                                       1999               2000
                                                                    -----------       -----------
<S>                                                                 <C>               <C>
CASH FLOWS FROM (TO) OPERATING ACTIVITIES
Net income                                                          $   323,163       $  (789,532)
   Adjustments to reconcile net income to net cash
      provided (used) by operating activities:
      Depreciation and amortization                                      20,610           102,989
      Common stock issued for services                                     --              67,315
      Loss on product development costs                                    --             179,721
      Loss on disposal of fixed assets                                     --               2,890
      Changes in:
         Accounts receivable                                           (115,008)          394,629
         Prepaid income taxes                                            82,016          (722,231)
         Due from factor                                             (1,758,834)          405,083
         Accrued interest receivable, shareholder                       (23,181)             --
         Loans recievable Joint venture                                 (82,669)
         Advances to vendor                                             (30,939)          124,362
         Due to vendor                                                     --              74,588
         Inventories                                                    968,382         1,947,671
         Other                                                            7,523              (550)
         Accounts payable and accrued expenses                         (579,127)       (1,965,459)
         Accrued income taxes                                            63,051              --
         Accrued payroll taxes                                            6,780             7,558
         Customer advances                                              (17,454)             --
                                                                    -----------       -----------
            Cash flows provided (used) by operating activities       (1,135,687)         (170,966)
                                                                    -----------       -----------
CASH FLOWS FROM (TO) INVESTING ACTIVITIES:
         Purchase of fixed assets                                       (17,395)          (74,982)
         (Loans) to stockholder                                          (3,929)             --
         Purchase of restricted investment                                 --            (300,000)
         Payments on loans to stockholders                                 --             188,714
         (Advances) on note receivable                                  (26,580)             --
         Payments on note receivable                                       --              27,000
                                                                    -----------       -----------
            Cash flows provided (used) by investing activities          (47,904)         (159,268)
                                                                    -----------       -----------
CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
         (Payment)proceeds from line of credit                          797,406           264,815
         Proceeds from issuance of common stock                         342,500              --
                                                                    -----------       -----------
            Cash flows provided (used) by financing activities        1,139,906           264,815
                                                                    -----------       -----------
NET INCREASE (DECREASE) IN CASH                                         (43,685)          (65,419)
CASH IN BANK, beginning of period                                       115,890            85,857
                                                                    -----------       -----------
CASH IN BANK, end of period                                         $    72,205       $    20,438
                                                                    ===========       ===========
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest                            $      --         $   306,131
                                                                    ===========       ===========

</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

                                       3

<PAGE>

                       RETROSPETTIVA, INC. AND SUBSIDIERY
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 1 - BASIS OF PRESENTATION

The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and in accordance with the instructions for Form 10-QSB.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.

In the opinion of management, the consolidated financial statements contain all
material adjustments, consisting only of normal recurring adjustments necessary
to present fairly the financial condition, results of operations, and cash flows
of the Company for the interim periods presented.

The results for the nine months ended September 30, 2000 are not necessarily
indicative of the results of operations for the full year. These financial
statements and related footnotes should be read in conjunction with the
financial statements and footnotes thereto included in the Company's Form 10-KSB
filed with the Securities and Exchange Commission for the year ended December
31, 1999.

NOTE 2 - LOSS ON PRODUCT DEVELOPMENT COSTS

During 1999, the Company's subsidiary, Hamilton Toys, LLC, entered into a
license agreement to produce dolls based upon the movie, "The Adventures of
Rocky and Bullwinkle". The Company incurred development costs of $357,235 during
1999 and 2000. The Company received purchase orders for the dolls from national
discount retail stores during 2000. The Company placed orders for the production
based upon these purchase orders with a production company in New York. The
production company did not produce the dolls as required by its agreement. The
Company had all financing and distribution channels in place for the production
and sale of the dolls and intends to seek financial recovery of its costs from
the production company by legal means. Management believes that it will prevail
and recover at a minimum its costs incurred to date. However, due to the
uncertainty of collection, the Company has elected to reduce the carrying amount
of the costs, until it is assured of collection.

NOTE 3 - INVENTORY

Inventories at September 30, 2000 consisted of the following:

<TABLE>
<S>                           <C>
     Raw materials            $2,724,427
     Work-in-process           4,273,863
     Finished goods            1,307,988
                              ----------
          Total               $8,306,278
                              ==========
</TABLE>

NOTE 4 - BAD DEBT EXPENSE

At December 31, 1999, the Company was in the process of negotiating the purchase
of the trademarks of its largest customer, which had ceased operations. During
the nine months ended September 30, 2000, the Company's efforts proved
unsuccessful and in October 2000, the Company received notice that the customer
would be unable to make any additional payments other than a 5% payment on the
outstanding balance of approximately $43,000. The Company wrote off the
remaining balance of approximately $859,000 as of September 30, 2000 to bad debt
expense. The Company was able to recover nearly all of the sales lost from this
customer by selling to the large department store chains previously serviced by
the customer.

                                       4
<PAGE>

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

GENERAL

The Company contracts for the manufacture of a variety of garments, primarily
basic women's sportswear which includes suits, skirts, blouses, blazers, pants,
shorts, vests and dresses, using assorted fabrics including rayons, linens,
cotton and wool. The Company arranges for the manufacture of garments for
customers under private labels selected by its customers. It markets its
products exclusively in the United States directly to large wholesalers directly
and indirectly to national retailers and buying organizations, and directly to
women's chain clothing stores and catalogues.

Substantially, all of the Company's garments are sold on a "package" basis
pursuant to which the Company markets at fixed prices finished garments to the
customer's specifications and quantity requirements, arranges for production of
the garments and delivers the garments directly to the customer at the port of
entry. In its marketing, the Company emphasizes these package arrangements and
what it believes to be the better quality and lower prices of garments produced
by skilled Macedonian workers as compared to lower paid workers in certain other
regions.

As a package provider, the Company sources and purchases fabrics and trims,
arranges for cutting and sewing, and coordinates any other services required to
provide a finished garment. Since the Company manufactures its finished products
only upon receipt of purchase orders from its wholesale and retail customers, it
therefore does not maintain an inventory of finished products. The Company
believes that in this way it minimizes the marketing and fashion risk generally
associated with the apparel industry. Fabrics and trims are purchased from
suppliers in China, India, Russia, Romania, Italy and the United States. After
dying the fabric, if necessary, the fabric and trim are shipped to factories
selected by the Company (primarily located in Macedonia) where they are
manufactured into finished garments under the Company's management and quality
control guidance. The finished products are then shipped directly to New York
City where the Company's customers claim the goods either at the port in New
York City or at the Company's warehouse in Astoria, New York.

In an effort to diversify, the Company has started manufacturing in China to
achieve quicker turnaround in manufacturing of certain items. Company believes
that production in China on certain higher volume packages, which require
quicker turnaround, will enable the Company to utilize its resources in
Macedonia in a more efficient manner. The Company believes this strategy will be
effective for garments, for which there are no quotas or inexpensive quotas from
China to United States. This arrangement will benefit Company's cash flows and
may reduce financing expenses.

On November 9, 2000 the Company entered in to a licensing agreement with "Donna
Ricco" New York. Based on this agreement the Company will start selling women's
sport wear such as blazers and pants under Donna Ricco labels. At the time of
this filling the Company has made approximately $1,000,000 of sales based on
this arrangement. The Company expects to have better gross profit on this line
as it caters to a more upscale market. The Company believes that by exploiting
this market it can achieve a better overall profitability.

In the third quarter 2000, the Company launched its high fashion designer
product line under "Kanary" label. This line involves different knit materials
and fabrications and is produced primarily in Hong Kong and China. The Company
plans to market this line to an exclusive segment of the market. The gross
profit on this line is substantially higher than Company's traditional gross
profit. The Company expects to improve the overall profitability as the business
grows in this segment.

Except for historical information contained herein, the matters set forth may
include forward-looking statements that are subject to risks and uncertainty
that may cause actual results to differ materially. Such forward-looking
statements that may be contained in this document could include in particular
statements concerning business back-logs, operating efficiencies and capacities,
capital spending, and other expenses. Among other factors that could cause
actual results to differ materially are the following; dependence upon
unaffiliated manufacturers and fabric suppliers, dependence on certain
customers, foreign operations, competition, risks associated with significant
growth, uncertainties in apparel industry, general economic conditions,
seasonality, political instability, concentration of accounts receivable and
possible fluctuations in operating results

                                       5
<PAGE>

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, the percentage
relationship to net revenues of certain items in the Company's statements:

<TABLE>
<CAPTION>
                                              THREE MONTHS ENDED             NINE MONTHS ENDED
                                                SEPTEMBER 30,                  SEPTEMBER 30,
                                              1999           2000           1999           2000
                                             ------         ------         ------         ------
<S>                                          <C>            <C>            <C>            <C>
Revenues                                     100.0%         100.0%         100.0%         100.0%
Cost of goods sold                            87.6%          83.1%          87.6%          85.6%
Gross profit                                  12.4%          16.9%          12.4%          14.4%
Selling, General and Administrative            6.6%          35.6%           9.2%          20.0%
Operating income (loss)                        5.8%         -20.8%           3.3%         -10.1%
</TABLE>

THREE MONTHS ENDED SEPTEMBER 30, 2000 ("2000") COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 1999 ("1999")

SALES

Sales for 2000 were $4,343,044, which represented a decrease of $2,185,596 or
33.4% over 1999 net sales of $6,528,640. The decline in sales was primarily
attributable to decreased purchases by existing customers and from new
customers. During 1999 the Company sold many of its products through a third
party distributor, which in turn sold those products to national chains.
Beginning in the fourth quarter of 1999, the Company began selling directly to
the distributor's national customers.

COST OF GOODS SOLD

Cost of goods sold in 2000 was $3,608,152 or 83.1% of sales, a decrease of
$2,111,741 from $5,719,893 or 87.6% of sales in 1999. The decrease in cost of
goods sold was primarily attributable to the decrease in sales. The Company
successfully implemented the special shipping and distributing requirements of
the Company's new customers and anticipates higher margins due to the direct
sales to national chains, rather than through a distributor. The procedures
necessary to meet these requirements were put in place during the end of the
second and beginning of the third quarter.

GROSS PROFIT

Gross profit was $734,892 for 2000, a decrease of $73,855 from $808,747 for
1999. The gross profit percentage was 16.9% in 2000, an increase from 12.4% in
1999. The increase in the gross profit percentage was primarily attributable to
the Company's implementation of special shipping and distribution requirements
of its new customers and higher margins due to the direct sales to national
chains, rather than through a distributor.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative ("SG&A") expenses were $1,547,600 or 35.6%
of sales for 2000, an increase of $1,114,984 from $432,616 or 6.6% of sales for
1999. The increase in SG&A expense was primarily attributable to the Company's
write off of bad debt from one customer of approximately $859,000 and payments
related to sales commissions, travel and trade show expenses, salaries,
professional fees, depreciation, factor charges, bank charges and rent. As a
percentage of sales, SG&A expense increased because of decreased sales relative
to the Company's fixed costs.

                                       6
<PAGE>

INTEREST EXPENSE

Interest expense for 2000 was $81,615 compared to $59,394 for 1999. The increase
in interest was primarily attributable to the increase in the utilization of the
line of credit and an increase in the interest rates.

PROVISION (BENEFIT) FOR INCOME TAXES

The provision (benefit) from income taxes was ($704,000) and $75,000 for 2000
and 1999, respectively. The increase in the (benefit) from income taxes for 2000
was primarily attributable to a greater tax loss for the three months ended
September 30, 2000, related to the Company's write off of certain bad debts.
When the Company files its 2000 tax returns, it will carry back its net
operating loss to prior years in which it paid income taxes. The Company
anticipates receiving a refund of income taxes paid of approximately $795,000.

NINE MONTHS ENDED SEPTEMBER 30, 2000 ("2000") COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 1999 ("1999")

SALES

Sales for 2000 were $14,803,715, which represented a decrease of $2,577,219 or
14.8% of 1999 net sales of $17,380,934. During 1999, the Company sold many of
its products through a third party distributor, which in turn sold those
products to national chains. Beginning in the fourth quarter of 1999, the
Company began selling directly to the distributor's national customers. The
process of direct sales to these new customers have, in the short term, caused a
slight decrease in sales, management believes that sales for the year will
remain steady or decrease as compared to 1999.

COST OF GOODS SOLD

Cost of goods sold in 2000 was $12,669,520 or 85.6% of sales, a decrease of
$2,546,342 from $15,215,862 or 87.6% of sales in 1999. The decrease in cost of
goods sold was primarily attributable to the decrease in sales and the process
of direct sales to new customers, bypassing the distributor and resulting in
better profit margins.

GROSS PROFIT

Gross profit was $2,134,195 for 2000, a decrease of $30,877 from $2,165,072 for
1999. The gross profit percentage was 14.4% in 2000, an increase from 12.4% in
1999. The higher gross profit attributable to better mark up on direct sales to
new customers.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative ("SG&A") expenses were $2,964,732 or 20.0%
of sales for 2000, an increase of $1,365,675 from $1,599,057 for 1999. The
increase in SG&A expense levels was primarily attributable to the Company's
write off of bad debt from one customer of approximately $859,000 and payments
related to sales commissions, travel and trade show expenses, salaries,
professional fees, depreciation, factor charges, bank charges and rent. As a
percentage of sales, SG&A expense increased because of decreased sales relative
to the Company's fixed costs.

LOSS ON PRODUCT DEVELOPMENT COSTS

The loss on product development costs during 2000 was $357,235 as compared to $0
for 1999 and is attributable to the New York manufacturing firm's failure to
produce goods as required by the Company's purchase order. The Company
contracted for the production of dolls based upon

                                       7
<PAGE>

the movie, "The Adventures of Rocky and Bullwinkle" during 2000. The Company is
seeking legal remedies for its loss.

INTEREST EXPENSE

Interest expense for 2000 was $306,131 compared to $153,149 for 1999. The
increase in interest expense was primarily attributable to the increase in the
utilization of existing financing facilities and higher interest rates.

OTHER INCOME

Other income for 2000 was $0 compared to $70,691 in 1999. The decrease in other
income was primarily attributed to a lack of warehousing services rendered to
one customer.

PROVISION (BENEFIT) FOR INCOME TAXES

The provision (benefit) from income taxes was ($704,000) and $188,000 for 2000
and 1999, respectively. The increase in the (benefit) from income taxes for 2000
was primarily attributable to a greater tax loss for the nine months ended
September 30, 2000, related to the Company's write off of certain bad debts.
When the Company files its 2000 tax returns, it will carry back its net
operating loss to prior years in which it paid income taxes. The Company
anticipates receiving a refund of income taxes paid of approximately $795,000.

LIQUIDITY

The Company has 575,000 warrants outstanding with an exercise price of $7.50 per
warrant expiring September 23, 2002. The Company has 50,000 underwriter warrants
outstanding with an exercise price of $14.40 per unit. Each unit consists of two
shares of the Company's common stock and one warrant as described above. The
Company does not know whether the warrants will be exercised in 2000. Without
exercise of those warrants, the Company may be required to utilize its other
financing vehicles to continue its growth and fund operations.

It is the Company's intention to utilize its existing line of credit with a
major lending institution and its credit facility arrangement with a New York
factoring company. The Company's base line of credit of $3 million was increased
to $3.5 million in second quarter 2000 and the Company placed $300,000 in a
certificate of deposit as collateral. As of September 30, 2000 the Company
re-negotiated the line to $3.3 million until January 15, 2001.

CAPITAL RESOURCES

Since its formation, the Company has financed its operations and met its capital
requirements primarily through cash flows from operations, customer advances,
from principals, credit facilities, bridge loans, a private placement and its
IPO.

The initial use of IPO funds was to repay certain debt and to purchase raw
materials, for working capital and the eventual purchase of wool manufacturing
equipment. The Company's primary need for cash is for working capital purposes.
The Company may raise capital through the issuance of long-term or short-term
debt, or the issuance of securities in private or public transactions to fund
future expansion of its business. There can be no assurance that acceptable
financing for future transactions can be obtained.

INFLATION

The Company does not anticipate a significant increase in inflation in the
United States over the short-term. All of the Company's transactions worldwide
are conducted on a dollar-denominated basis which is intended to mitigate the
possible impact of volatile currencies that may arise as a result of global
corporations crowding emerging markets in search of growth.

SEASONALITY

The Company's revenues and operating results have exhibited some degree of
seasonality in past periods.


                                       8
<PAGE>

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Not applicable


ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

CHANGES IN SECURITIES

Not applicable


USE OF PROCEEDS

Not applicable


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable


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

Not applicable


ITEM 5. OTHER INFORMATION

Not applicable


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

Not applicable




                                   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 thereto duly authorized.


Date: November 17, 2000                 RETROSPETTIVA, INC.
                                        -------------------
                                          (Registrant)



                                        ----------------------------
                                        Hamid Vaghar
                                        Chief Financial Officer
                                        (Principal Accounting Officer)


                                       9