<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 March 31, 2001

[ ]  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, 3,479,916
shares as of May 11, 2001.

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

                                       1
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                       RETROSPETTIVA, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>
                                                                                   DECEMBER 31,            MARCH 31,
                                                                                       2000                  2001
                                                                                   ------------          ------------
                                                                                                          (UNAUDITED)
<S>                                                                                <C>                   <C>
CURRENT ASSETS
       Cash                                                                        $     26,069          $     96,461
       Accounts receivable, net, pledged                                                247,084               643,236
       Due from factor                                                                  164,471               423,665
       Note receivable, stockholder,pledged                                             156,997               160,298
       Inventories, pledged                                                           8,368,237             6,968,165
       Income taxes receivable                                                          955,714               406,244
       Other current assets                                                             112,537               112,537
                                                                                   ------------          ------------
             Total Current Assets                                                    10,031,109             8,810,606

       PROPERTY AND EQUIPMENT, at cost, net                                           1,030,565             1,002,396
       RESTRICTED INVESTMENT, PLEDGED                                                   300,000               300,000
       OTHER ASSETS                                                                      18,845                18,845
                                                                                   ------------          ------------
                                                                                   $ 11,380,519          $ 10,131,847
                                                                                   ============          ============
                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
       Accounts payable, trade                                                     $  2,530,447          $  2,005,730
       Line of credit                                                                 2,274,376             1,831,440
       Accrued expenses                                                                 101,859                 7,184
       Payroll taxes payable                                                                 --                15,539
       Loans payable-other                                                                   --                74,588
                                                                                   ------------          ------------
             Total Current Liabilities                                                4,906,682             3,934,481
                                                                                   ------------          ------------
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 3,479,916 shares                                                   6,892,820             6,892,820
       Subscription receivable                                                         (164,790)             (164,790)
       Additional paid-in capital                                                       230,000               230,000
       Accumulated deficit                                                             (484,193)             (760,664)
                                                                                   ------------          ------------
       Total Stockholders' Equity                                                     6,473,837             6,197,366
                                                                                   ------------          ------------
                                                                                   $ 11,380,519          $ 10,131,847
                                                                                   ============          ============

</TABLE>

                                       2
<PAGE>

                       RETROSPETTIVA, INC. AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                  THREE MONTHS ENDED
                                                        MARCH 31,
                                              2000                  2001
                                           -----------          -----------
                                           (UNAUDITED)          (UNAUDITED)

<S>                                        <C>                  <C>
SALES                                      $ 6,429,651          $ 6,259,405
                                           -----------          -----------
        Total Sales                          6,429,651            6,259,405

COST OF SALES                                5,510,954            5,694,996
                                           -----------          -----------
GROSS PROFIT                                   918,697              564,409

OPERATING EXPENSES

        Selling expenses                       178,380               89,752
        General and administrative             606,446              700,269
                                           -----------          -----------
        Total Operating Expenses               784,826              790,021
                                           -----------          -----------
INCOME FROM OPERATIONS                         133,871             (225,612)

OTHER INCOME (EXPENSES)
        Interest income                            197                5,258
        Interest expense                      (105,368)             (89,556)
        Other income                             1,320               33,439
                                           -----------          -----------
Net Other Income (Expenses)                   (103,851)             (50,859)
                                           -----------          -----------
INCOME BEFORE INCOME TAXES                      30,020             (276,471)

PROVISION FOR INCOME TAXES                          --                   --
                                           -----------          -----------
NET INCOME                                 $    30,020          $  (276,471)
                                           -----------          -----------
NET INCOME PER SHARE, BASIC                $      0.01          $     (0.08)
                                           ===========          ===========
WEIGHTED AVERAGE NUMBERS OF SHARES
        OUTSTANDING, BASIC                   3,103,198            3,479,916
                                           ===========          ===========
NET INCOME PER SHARE, DILUTED              $      0.01          $     (0.08)
                                           ===========          ===========
WEIGHTED AVERAGE NUMBER OF SHARES
        OUTSTANDING, DILUTED                 3,648,157            3,479,916
                                           ===========          ===========

</TABLE>

                                       3
<PAGE>

                       RETROSPETTIVA, INC. AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                         THREE MONTHS ENDED MARCH 31,
                                                                           2000                2001
                                                                       -----------          -----------
                                                                       (UNAUDITED)          (UNAUDITED)

<S>                                                                    <C>                  <C>
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
Net income                                                             $    30,020          $  (276,471)
   Adjustments to reconcile net income to net cash
      provided (used) by operating activities:
      Depreciation and amortization                                         34,330               36,369
      Changes in:
         Accounts receivable                                              (678,779)            (396,152)
         Prepaid income taxes                                              (12,058)             549,470
         Due from factor                                                  (180,124)            (259,194)
         Product development cost                                         (126,852)                  --
         Advances to vendor                                                134,362                   --
         Inventories                                                     1,087,088            1,400,072
         Accounts payable and accrued expenses                            (642,712)            (529,265)
         Customer advances                                                  50,000                   --
                                                                       -----------          -----------
            Cash flows (used) by operating activities                     (304,725)             524,829
                                                                       -----------          -----------
CASH FLOWS FROM (TO) INVESTING ACTIVITIES:
   Purchase of fixed assets                                                 (5,552)              (8,200)
   Advances on notes receivable                                                 --               (3,301)
   Payments on notes receivable                                              9,000                   --
                                                                       -----------          -----------
            Cash flows provided (used) by investing activities               3,448              (11,501)
                                                                       -----------          -----------
CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
   Vendor advance                                                          104,588                   --
   Loans to stockholder                                                     (3,996)                  --
   Line of credit, net                                                     135,171             (442,936)
                                                                       -----------          -----------
            Cash flows provided by financing activities                    235,763             (442,936)
                                                                       -----------          -----------
NET INCREASE (DECREASE) IN CASH                                            (65,514)              70,392
CASH IN BANK, beginning of period                                           85,857               26,069
                                                                       -----------          -----------
CASH IN BANK, end of period                                            $    20,343          $    96,461
                                                                       ===========          ===========

</TABLE>

                                       4
<PAGE>

                       RETROSPETTIVA, INC. AND SUBSIDIARY
                  NOTES TO CONSOLIDATED 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 three months ended March 31, 2001 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, 2000.

NOTE 2 - INVENTORIES

Inventories at March 31, 2001 consisted of the following:

<TABLE>
<S>                      <C>
Raw Material             $1,543,964
Work-in-process           3,981,420
Finished goods            1,442,781
                         ----------
           Total         $6,968,165
                         ==========
</TABLE>


                                       5
<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. 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 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 a consolidating warehouse in Astoria, New York.

Since early 2001, when hostilities commenced in Macedonia, the Company has
experienced a significant reduction in new purchase orders for its products.
This reduction in new purchase orders, together with a substantial loss incurred
by the Company for the three months ended March 31, 2001 and for the year ended
December 31, 2000, has required the Company to reduce its operations and
overhead expenses. Such overhead reductions have included the layoff of nine
employees and the reduction of general and administrative expenses in the amount
of approximately $500,000 on an annualized basis.

The Company is in default on its credit facility with the Imperial Bank. The
current amount outstanding on the credit facility is $1,831,000. The Company
anticipates repaying the remaining amount due under the credit facility from its
existing cash flow, during the second quarter of 2001.

Should hostilities in Macedonia continue, with a corresponding decrease in new
purchase orders, the Company expects that it will be required to further reduce
or even discontinue its operations.

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.

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;

                                       6
<PAGE>

<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED
                                                     MARCH 31,
                                               2000           2001
                                              ------         ------
<S>                                           <C>            <C>
Revenues                                      100.0%         100.0%
Cost of goods sold                             85.7%          91.0%
Gross profit                                   14.3%           9.0%
Selling, General and Administrative            12.2%          12.6%
Operating income                                2.0%          (3.6%)
</TABLE>

THREE MONTHS ENDED MARCH 31, 2001 ("2001") COMPARED TO THREE MONTHS ENDED MARCH
31, 2000 ("2000")

SALES

Sales for 2001 were $6,259,405 which represented a decrease of $170,246 or 2.6%
from 2000 net sales of $6,429,651. The decrease in sales was primarily
attributable to decreased purchases by existing customers due to continuing
conflicts in Macedonia.

COST OF GOODS SOLD

Cost of goods sold in 2001 was $5,694,996 or 91% of sales, an increase of
$184,042 from $5,510,954 or 85.7% of sales in 2000. The increase in cost of
goods sold was primarily attributable to the decrease in sales and increase
in freight and customs charges.

GROSS PROFIT

Gross profit was $564,409 for 2001, a decrease of $354,288 from $918,697 for
2000. The gross profit percentage was 9% in 2001, a decrease from 14.3% in
2000. The decrease in gross profit was primarily attributable to lower
margins on goods shipped by air.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative ("SG&A") expenses were $790,021 or 12.6% of
sales for 2001, an increase of $5,195 from $784,826 or 12.2% of sales for
2000. The net increase was a result of decreased commissions and increased
professional fees.

INTEREST EXPENSE

Interest expense for 2001 was $89556 compared to $105,368 for 2000. The decrease
in interest was primarily attributable to the decrease in the utilization of
existing financing vehicles.

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 2001. 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.

                                       7
<PAGE>

The Company is utilizing its line of credit and its credit facility arrangement
with a New York factoring company. At May 11, 2001 the Company was not in
compliance with the covenants of the loan and expects to pay off the loan during
the second quarter of 2001.

CAPITAL RESOURCES

Since its formation, the Company has financed its operations and met its capital
requirements primarily through its public offering, cash flows from operations,
customer advances, exercise of Stock Options and credit facilities.

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.
As a result of the Macedonian hostilities, Company's revenue has been
significantly reduced, causing it to significantly cut all operations in order
to reduce overheads. If revenues does not improve the Company will be required
to further reduce or even discontinue its operations.

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. In 2000 the Company experienced its highest sales in the first
and third quarters.

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

                                       8
<PAGE>

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: May 21, 2000                      RETROSPETTIVA, INC.
                                        -------------------
                                           (Registrant)


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

                                       9