<PAGE>
 

                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A

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

         For the quarterly period ended March 31, 1998

[   ]    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, 2,900,000
shares as May 11, 1998

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



<PAGE>

                               RETROSPETTIVA, INC.
                                 BALANCE SHEETS
                                  (UNAUDITED)

                                     ASSETS
<TABLE>
<CAPTION>


                                                                                     MARCH 31,          DECEMBER 31,
                                                                                       1998                 1997
                                                                                   ----------------------------------
<S>                                                                                 <C>                 <C>
CURRENT ASSETS
      Cash                                                                          $  2,582,870        $  1,569,905
      Accounts receivable, net, pledged                                                1,936,537           2,958,770
      Due from factor                                                                    533,670                   -
      Note receivable                                                                     94,622             115,210
      Note receivable, stockholder                                                       349,290             288,496
      Inventories, pledged                                                             7,181,666           6,389,896
      Advances to vendor                                                                  13,392                   -
      Advances for sales commissions                                                      55,000                   -
      Accrued interest receivable, stockholder                                            32,685              21,042
      Other                                                                               56,293              79,999
                                                                                   ----------------------------------
           Total Current Assets                                                       12,836,024          11,423,318
      PROPERTY AND EQUIPMENT, at cost, net                                               330,431             183,293
      DEFERRED TAX ASSETS                                                                 34,000              34,000
      OTHER ASSETS                                                                         4,850               4,610
                                                                                   ----------------------------------
                                                                                    $ 13,205,305        $ 11,645,221
                                                                                   ----------------------------------
                                                                                   ----------------------------------

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
      Accounts payable, trade                                                       $  3,156,618        $  2,881,620
      Line of credit                                                                     755,843              95,610
      Note payable                                                                       131,124             131,124
      Accrued expenses                                                                    52,392              66,140
      Due to factor                                                                      354,530                   -
      Accrued income taxes                                                               249,795             160,966
      Customer advances                                                                        -             137,385
                                                                                   ----------------------------------
           Total Current Liabilities                                                   4,700,301           3,472,845
                                                                                   ----------------------------------

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; issued and
      outstanding 2,900,000 and 2,900,000 shares, respectively                         6,258,190           6,258,190
Additional paid-in capital                                                               230,000             230,000
Retained earnings                                                                      2,016,814           1,684,186
                                                                                   ----------------------------------
      Total Stockholders Equity                                                        8,505,004           8,172,376
                                                                                   ----------------------------------
                                                                                    $ 13,205,305        $ 11,645,221
                                                                                   ----------------------------------
                                                                                   ----------------------------------
</TABLE>


<PAGE>

                               RETROSPETTIVA, INC.
                              STATEMENTS OF INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED
                                                            MARCH 31,
                                                      1997            1998
                                                  ----------------------------
<S>                                                <C>            <C>
SALES                                              $ 4,787,083    $ 8,186,856
SALES, related party                                   306,774
                                                  ----------------------------
       Total Sales                                   5,093,857      8,186,856

COST OF SALES                                        4,345,060      7,048,883

                                                  ----------------------------
GROSS PROFIT                                           748,797      1,137,973

OPERATING EXPENSES
       Selling expenses                                 47,788         98,918
       General and administrative                      140,264        505,646

                                                  ----------------------------
       Total Operating Expenses                        188,052        604,564

                                                  ----------------------------
INCOME FROM OPERATIONS                                 560,745        533,409

OTHER INCOME (EXPENSES)
       Interest income                                                 17,739
       Interest income, related party                                  11,642
       Interest expense                                (13,264)       (10,162)
                                                  ----------------------------
Net Other Income (Expenses)                            (13,264)        19,220

                                                  ----------------------------
INCOME BEFORE INCOME TAXES                             547,481        552,629

PROVISION FOR INCOME TAXES                             219,870        220,000
                                                  ----------------------------

NET INCOME                                         $   327,611    $   332,629
                                                  ----------------------------

NET INCOME PER SHARE, BASIC                        $      0.19    $      0.11
                                                  ----------------------------
                                                  ----------------------------

WEIGHTED AVERAGE NUMBERS OF SHARES
       OUTSTANDING, BASIC                            1,750,000      2,900,000
                                                  ----------------------------
                                                  ----------------------------

NET INCOME PER SHARE, DILUTED                      $      0.19    $      0.10
                                                  ----------------------------
                                                  ----------------------------

WEIGHTED AVERAGE NUMBER OF SHARES
       OUTSTANDING, DILUTED                          1,750,000      3,242,528
                                                  ----------------------------
                                                  ----------------------------
</TABLE>


<PAGE>

                               RETROSPETTIVA, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                      THREE MONTHS ENDED MARCH 31,
                                                                                      1997                   1998
                                                                                  ------------------------------------
<S>                                                                                <C>                    <C>
CASH FLOWS FROM (TO) OPERATING ACTIVITIES
Net income                                                                         $   327,611            $   332,629
    Adjustments to reconcile net income to net cash
       provided (used) by operating activities:
       Depreciation and amortization                                                     4,407                 11,985
       Services provided to reduce note receivable                                      10,286
       Changes in:
           Accounts receivable                                                         291,083              1,022,233
           Accounts receivable, related party                                          584,707
           Due from factor                                                                   -               (533,670)
           Accrued interest receivable, shareholder                                          -                (11,643)
           Advances to vendor                                                                -                (13,392)
           Advances for sales commissiosn                                                    -                (55,000)
           Inventories                                                                 708,407               (791,770)
           Other                                                                       (16,738)                23,466
           Accounts payable and accrued expenses                                    (1,054,769)               261,249
           Accrued income taxes                                                        181,630                 88,830
           Customer advances                                                          (767,410)              (137,385)
                                                                                  ------------------------------------
                   Cash flows provided (used) by operating activities                  269,214                197,531
                                                                                  ------------------------------------

CASH FLOWS FROM (TO) INVESTING ACTIVITIES:
    Purchase of fixed assets                                                                 -               (159,124)
    Payments on notes receivable                                                        44,593                 20,588
                                                                                  ------------------------------------
                   Cash flows provided (used) by investing activities                   44,593               (138,536)
                                                                                  ------------------------------------

CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
    Loans to stockholder                                                              (116,027)               (81,841)
    Payments from stockholder                                                                -                 21,047
    Collections on note receivable, stockholder                                         10,250
    Proceeds from line of credit                                                             -                660,234
    Due to factor                                                                            -                354,530
    Payments on note payable                                                           (32,580)
    Payments for deferred offering costs                                                72,399
    Proceeds from issuance of common stock                                             382,630
                                                                                  ------------------------------------
                   Cash flows provided (used) by financing activities                  316,672                953,970
                                                                                  ------------------------------------

NET INCREASE (DECREASE) IN CASH                                                        630,479              1,012,965
CASH IN BANK, beginning of period                                                      110,777              1,569,905
                                                                                  ------------------------------------
CASH IN BANK, end of period                                                        $   741,256            $ 2,582,870
                                                                                  ------------------------------------
                                                                                  ------------------------------------
</TABLE>

<PAGE>

                               RETROSPETTIVA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited 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 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 three months ended March 31, 1998 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, 1997.



<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 (e.g.;
V.S. Sports, David N., Synari, Koret of California, Inc., Arenzano Trading Co.
aka Oleg Cassini, Nash International Group aka Herman Geist and Prime Time
International aka Focus 2000), directly and indirectly to national retailers and
buying organizations (e.g.; J.C. Penney, Belk, Casual Corner, Steinmart,
Dillards, Seiferts, Parisian, Atkins et al, Mercantile, Loehmanns) and directly
to women's chain clothing stores and catalogues (e.g.; Chadwicks, Marshalls, TJ
Maxx, Dunlaps Co et al (MMCohn, Paul Steketee, Clarks, Heironimus, Porteous,
Schreiners, The White House), Hollidays, Syms, Winners).

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. See Item 1.

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 completed 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 completed 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 a consolidating warehouse in Astoria, New York.

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


<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
                                                      MARCH 31,
                                                 1997           1998
                                            ---------------------------
<S>                                             <C>             <C>
Revenues                                        100.0%          100.0%
Cost of goods sold                               85.3%           86.1%
Gross profit                                     14.7%           13.9%
Selling, General and Administrative               3.7%            6.9%
Operating income                                 11.0%            7.0%

</TABLE>



THREE MONTHS ENDED MARCH 31, 1998 ("1998") COMPARED TO THREE MONTHS ENDED MARCH
31, 1997 ("1997")

"During the three months ended March 31, 1998, the Company erroneously 
duplicated recording certain inventory in the amount of $144,000, acquired 
via letter of credit. The Company used the gross profit method for 
determining quarterly ending inventory balances. Inventory balances are not 
adjusted during the month; only purchases and the corresponding payable are 
adjusted to record the acquisitions of materials. The amended Form 10-QSB 
reflects an adjustment to reduce accounts payable and inventory by $144,000. 
There was no effect on net income as a result of this adjustment. The 
inaccuracy originally reported in Form 10-QSB, was the result of the Company 
not having formal procedures for accounting for letter of credit activity. 
The Company began to use letters of credit to finance inventory purchases 
during the three months ended March 31, 1998. To insure that this problem 
will not recur, the Company has adopted formal procedures for accounting for 
letters of credit and related inventory, and has assigned the responsibility 
for this accounting function to a member of senior management. Additionally, 
the Company reclassified advances to vendors of $108,000 against certain 
outstanding payables, upon obtaining information subsequent to March 31, 1998.

SALES

Sales for 1998 were $8,186,856 which represented an increase of $3,092,999 or
60.7% over 1997 net sales of $5,093,857. Sales of the Company's own labeled
products and private label products were $0 and $8,186,856 respectively, in 1998
compared to $306,774 and $4,787,083, respectively, in 1997. The growth in sales
was primarily attributable to increased purchases by existing customers and from
new customers. Generally, the Company receives relatively small initial orders
from new customers. As the relationship with the customer continues, the
purchase orders often increase substantially. Net sales increases during the
period reflected these increased customer orders.

COST OF GOODS SOLD

Cost of goods sold in 1998 was $7,048,883 or 86.1% of sales, an increase of
$2,703,823 from $4,345,060 or 85.3% of sales in 1997. The increase in cost of
goods sold was primarily attributable to the increase in sales. The increase in
the percentage of cost of goods sold was primarily attributable to increases in
freight costs.

GROSS PROFIT

Gross profit was $1,137,973 for 1998, an increase of $389,176 from $748,797 for
1997. The gross profit percentage was 13.9% in 1998, a decrease from 14.7% in
1997. The decrease in the gross profit percentage was primarily attributable to
increased cost of materials and freight costs.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative ("SG&A") expenses were $604,564 or 7.4% of
sales for 1998, an increase of $416,512 from $188,052 or 3.7% of sales for 1997.
The increase in SG&A expense levels was primarily attributable to payments
related to professional fees, officers salaries, travel expenses, license fees
and dues (consisting primarily of the Company's NASDAQ membership fees).

INTEREST EXPENSE

Interest expense for 1998 was $10,162 compared to $13,264 for 1997. The decrease
in interest was primarily attributable to the reduction in the utilization of
existing financing vehicles.

PROVISION FOR INCOME TAXES

The provision for income taxes was $220,000 and $219,870 for 1998 and 1997,
respectively. The increase in the provision for income taxes for the 1998 was
primarily attributable to increased earnings.


<PAGE>

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 1998. Without
exercise of those warrants, the Company may need to limit its growth in order to
more efficiently manage its available funds and funds generated by operations.

It is the Company's intention, however, to utilize more fully and possibly
increase its existing line of credit with a major lending institution and its
credit facility arrangement with a New York factoring company. These measures
are required due to the significant cash requirements related to increases in
revenues.

The Company does not expect its historical rate of increase in sales growth to
continue and further expects its rate of growth to be lower in the future as it
begins to reach its full operating capacity constraints and utilization of its
existing capital resources. In the event the Company is able to obtain
additional equity capital through the exercise, if any, of its outstanding
warrants or other increases in potential working capital as mentioned above,
however, the Company believes that this new working capital may allow it to grow
more quickly.

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. Typically, the Company experiences its highest
sales in the first and fourth quarters and its lowest sales in the second and
third quarters.

YEAR 2000 ISSUES

Many computer systems in use today were designed and developed using two digits,
rather than four, to specify the year. As a result, such systems will recognize
the year 2000 as "00". This could cause many computer applications to fail
completely or to create erroneous results unless corrective measures are taken.
The Company currently uses software and related computer technologies essential
to its operations that the Company believes will not be affected by the year
2000 issue.

The Company, however, can not determine the extent to which its vendors and
customers may or may not be affected by the year 2000 issue. The Company intends
over the next 2 years to establish relationships with customers that may require
the use of EDI (electronic data interchange) whereby all invoicing and payments
will take place electronically over the internet through computers. The Company
believes that since these prospective customers already utilize EDI, that they
either have in place now, or will have successfully taken whatever steps are
necessary to solve the year 2000 issue.


<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

<TABLE>
<CAPTION>

USE OF PROCEEDS                                    % of proceeds    Sub-Totals        Totals
                                                   -------------    ----------        ------
<S>                                                <C>             <C>                <C>
GROSS PROCEEDS                                                                        $6,900,000
Less:     Underwriters discounts, commissions         10.0%            690,000
          Finders' fees
                                                                             -
          Underwriters expenses                        3.0%            207,000 
                                                                       
          Payments to directors and officers           0.7%             49,376
                                                 ------------------------------
              Total expenses                          13.7%                            946,376
                                                                               ------------------
Net proceeds                                                                           5,953,624
USE OF PROCEEDS
          Construction of plan, building and
          facilities                                                         -
          Purchase and installation of                 4.1%            280,000
          machinery and equipment
          Purchases of real estate
                                                                             -
          Acquisition of other business(es)
                                                                             -
          Repayment of indebtedness                    8.4%            578,532
          Working capital                              7.0%            483,104
          Temporary investments
                                                                             -
          Purchases of raw materials                  60.7%          4,191,988
                                                 ------------------------------
              Total use of proceeds                   80.2%                            5,533,624
                                                                               ------------------
REMAINING PROCEEDS                                                                $      420,000
                                                                               ------------------
                                                                               ------------------
</TABLE>

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

Not applicable

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

Not applicable


<PAGE>

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 16, 1998                 RETROSPETTIVA, INC.
                                           -------------------
                                              (Registrant)



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