<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, 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>

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

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;

<PAGE>

<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")

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 $563,969 or 6.9% of 
sales for 1998, an increase of $375,917 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 $10,161 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.

<PAGE>

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.

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 machinery and equipment     4.1%       280,000
      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:     May 13, 1998                       RETROSPETTIVA, INC.
                                                (Registrant)


                                             ______________________________
                                             Michael D. Silberman
                                             Chief Financial Officer
                                             (Principal Accounting Officer)
<PAGE>

                             RETROSPETTIVA, INC.
                               BALANCE SHEETS
                                 (UNAUDITED)

                                    ASSETS
<TABLE>
<CAPTION>
                                                    MARCH 31,      DECEMBER 31,
                                                      1998            1997
                                                   ----------------------------
<S>                                                <C>             <C>
CURRENT ASSETS
  Cash                                             $ 2,582,442     $ 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                               7,325,585       6,389,896
  Advances to vendor                                   121,204             -
  Advances for sales commissions                        55,000             -
  Accrued interest receivable, stockholder              32,685          21,042
  Other                                                 56,292          79,999
                                                   ----------------------------
     Total Current Assets                           13,087,327      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
                                                   ----------------------------
                                                   $13,456,608     $11,645,221
                                                   ----------------------------
                                                   ----------------------------

                    LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable, trade                          $ 3,408,684     $ 2,881,620
  Line of credit                                       755,843          95,610
  Note payable                                         131,124         131,124
  Accrued expenses                                      52,645          66,140
  Due to factor                                        354,529             -
  Accrued income taxes                                 249,795         160,966
  Customer advances                                        -           137,385
                                                   ----------------------------
     Total Current Liabilities                       4,952,620       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                                    2,015,798       1,684,186
                                                   ----------------------------
  Total Stockholders Equity                          8,503,988       8,172,376
                                                   ----------------------------
                                                   $13,456,608     $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           465,051
                                                  -----------------------------

   Total Operating Expenses                          188,052           563,969
                                                  -----------------------------

INCOME FROM OPERATIONS                               560,745           574,004

OTHER INCOME (EXPENSES)
   Interest income                                                      17,738
   Interest income, related party                                       11,643
   Interest expense                                  (13,264)          (10,161)
   Penalities                                                          (41,612)
                                                  -----------------------------
Net Other Income (Expenses)                          (13,264)          (22,392)
                                                  -----------------------------

INCOME BEFORE INCOME TAXES                           547,481           551,612

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

NET INCOME                                        $  327,611        $  331,612
                                                  -----------------------------
                                                  -----------------------------

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     $  331,612
 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                                       -         (121,204)
    Advances for sales commissiosn                           -          (55,000)
    Inventories                                          708,407       (935,689)
    Other                                                (16,738)        23,467
    Accounts payable and accrued expenses             (1,054,769)       513,569
    Accrued income taxes                                 181,630         88,829
    Customer advances                                   (767,410)      (137,385)
                                                     ---------------------------
         Cash flows provided (used) by operating 
           activities                                    269,214        197,104
                                                     ---------------------------

CASH FLOWS FROM (TO) INVESTING ACTIVITIES:
 Purchase of fixed assets                                    -         (159,123)
 Payments on notes receivable                             44,593         20,588
                                                     ---------------------------
         Cash flows provided (used) by investing 
           activities                                     44,593       (138,535)
                                                     ---------------------------

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                                -          660,233
 Due to factor                                               -          354,529
 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        953,968
                                                     ---------------------------

NET INCREASE (DECREASE) IN CASH                          630,479      1,012,537
CASH IN BANK, beginning of period                        110,777      1,569,905
                                                     ---------------------------
CASH IN BANK, end of period                          $   741,256     $2,582,442
                                                     ---------------------------
                                                     ---------------------------
</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.