<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 September 30, 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 October 15, 1998

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



<PAGE>

                               RETROSPETTIVA, INC.
                                 BALANCE SHEETS
                                   (UNAUDITED)

                                     ASSETS
<TABLE>
<CAPTION>
                                                                                       September 30,       December 31,
                                                                                          1998                1997
                                                                                      ----------------------------------
<S>                                                                                    <C>                 <C>
CURRENT ASSETS
      Cash                                                                             $  1,379,929        $  1,569,905
      Accounts receivable, net, pledged                                                   3,348,779           2,958,770
      Due from factor                                                                     1,035,316                   -
      Note receivable                                                                        99,809             115,210
      Note receivable, stockholder                                                          377,999             288,496
      Inventories, pledged                                                                6,548,906           6,389,896
      Advances to vendor                                                                    350,000                   -
      Insurance receivable                                                                    6,708                   -
      Accrued interest receivable, stockholder                                               57,088              21,042
      Prepaid expense                                                                        19,367                   -
      Other                                                                                  14,301              79,999
                                                                                      ----------------------------------
           Total Current Assets                                                          13,238,202          11,423,318
      PROPERTY AND EQUIPMENT, at cost, net                                                  630,996             183,293
      DEFERRED TAX ASSETS                                                                    34,000              34,000
      OTHER ASSETS                                                                                -               4,610
                                                                                      ----------------------------------
                                                                                       $ 13,903,198        $ 11,645,221
                                                                                      ----------------------------------
                                                                                      ----------------------------------
                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
      Accounts payable, trade                                                          $  2,940,373        $  2,881,620
      Line of credit                                                                      1,348,242              95,610
      Note payable                                                                           26,580             131,124
      Accrued expenses                                                                       27,042              66,140
      Accounts payable, license fee                                                          34,668
      Accrued income taxes                                                                  271,260             160,966
      Customer advances                                                                     250,000             137,385
                                                                                      ----------------------------------
           Total Current Liabilities                                                      4,898,165           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                                                                         2,516,843           1,684,186
                                                                                      ----------------------------------
      Total Stockholders Equity                                                           9,005,033           8,172,376
                                                                                      ----------------------------------
                                                                                       $ 13,903,198        $ 11,645,221
                                                                                      ----------------------------------
                                                                                      ----------------------------------
</TABLE>


<PAGE>

                               RETROSPETTIVA, INC.
                              STATEMENTS OF INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED               NINE MONTHS ENDED
                                                                SEPTEMBER 30,                  SEPTEMBER 30,
                                                             1997            1998            1997             1998
                                                        --------------------------------------------------------------
<S>                                                      <C>            <C>             <C>              <C>
SALES                                                    $ 5,105,601    $ 9,941,330     $ 13,026,900     $ 24,719,323
                                                                 -
COST OF SALES                                              4,366,641      8,961,476       11,124,972       21,672,145

                                                        --------------------------------------------------------------
GROSS PROFIT                                                 738,960        979,854        1,901,928        3,047,178

OPERATING EXPENSES
       Selling expenses                                       78,167        208,615          172,735          402,952
       General and administrative                            206,011        312,411          424,952        1,083,610

                                                        --------------------------------------------------------------
       Total Operating Expenses                              284,178        521,026          597,687        1,486,562

                                                        --------------------------------------------------------------
INCOME FROM OPERATIONS                                       454,782        458,828        1,304,241        1,560,616

OTHER INCOME (EXPENSES)
       Interest income                                         3,677         36,539            8,154           78,872
       Interest income, related party                            -              -                -             23,446
       Interest expense                                      (26,717)       (32,246)         (50,501)         (70,277)
                                                        --------------------------------------------------------------

Net Other Income (Expenses)                                  (23,040)         4,293          (42,347)          32,041

                                                        --------------------------------------------------------------
INCOME BEFORE INCOME TAXES                                   431,742        463,121        1,261,894        1,592,657

PROVISION FOR INCOME TAXES                                   174,001        185,250          506,871          695,250
                                                        --------------------------------------------------------------

NET INCOME                                               $   257,741    $   277,871     $    755,023     $    897,407
                                                        --------------------------------------------------------------
                                                        --------------------------------------------------------------

NET INCOME PER SHARE, BASIC                              $      0.14    $      0.10     $       0.43     $       0.31
                                                        --------------------------------------------------------------
                                                        --------------------------------------------------------------

WEIGHTED AVERAGE NUMBERS OF SHARES
       OUTSTANDING, BASIC                                  1,826,087      2,900,000        1,775,641        2,900,000
                                                        --------------------------------------------------------------
                                                        --------------------------------------------------------------

NET INCOME PER SHARE, DILUTED                            $      0.13    $      0.09     $       0.42     $       0.28
                                                        --------------------------------------------------------------
                                                        --------------------------------------------------------------

WEIGHTED AVERAGE NUMBER OF SHARES
       OUTSTANDING, DILUTED                                1,917,314      3,141,359        1,806,112        3,174,317
                                                        --------------------------------------------------------------
                                                        --------------------------------------------------------------
</TABLE>


<PAGE>

                               RETROSPETTIVA, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                      NINE MONTHS ENDED SEPTEMBER 30,
                                                                                       1997                    1998
                                                                                  ---------------------------------------
<S>                                                                                   <C>                  <C>
CASH FLOWS FROM (TO) OPERATING ACTIVITIES
Net income                                                                         $     394,638           $     832,657
    Adjustments to reconcile net income to net cash
       provided (used) by operating activities:
       Depreciation and amortization                                                       8,581                  52,577
       Stock issued for compensation                                                      34,000
       Deferred income taxes                                                              23,000
       Stock issued for loan                                                             100,000
       Changes in:                                                                           -                       -
           Accounts receivable                                                          (197,507)               (332,351)
           Due from factor                                                                   -                (1,027,947)
           Prepaid license fees                                                              -                    30,333
           Accounts receivable Mfg. Agent                                                    -                   103,330
           Accounts receivable Partnership                                                   -                  (160,989)
           Prepaid expenses                                                                  -                     5,024
           Insurance receivable                                                              -                    (6,708)
           Accrued interest receivable, shareholder                                          -                   (36,045)
           Advances to vendor                                                                -                  (350,000)
           Inventories                                                                   846,888                (159,010)
           Other                                                                             -                    (9,690)
           Accounts payable and accrued expenses                                      (1,481,727)                 19,654
           Accrued income taxes                                                          216,982                 110,294
           License fee payable                                                                                    34,668
           Customer advances                                                             200,000                 112,615
                                                                                  ---------------------------------------
                   Cash flows provided (used) by operating activities                    144,855                (781,588)
                                                                                  ---------------------------------------

CASH FLOWS FROM (TO) INVESTING ACTIVITIES:
    Note receivable                                                                            0                  40,675
    Purchase of fixed assets                                                              (4,836)               (500,279)
                                                                                  ---------------------------------------
                   Cash flows provided (used) by investing activities                     (4,836)               (459,604)
                                                                                  ---------------------------------------

CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
    Loans to stockholder                                                                     -                   (89,503)
    Proceeds from note payable, stockholder                                              149,319
    Payments on note payable, stockholder                                               (245,141)
    Proceeds from notes payable, bridge loans                                            250,000
    Proceeds from line of credit                                                             -                   (95,610)
    Payments on line of credit                                                                                 1,348,242
    Due to factor                                                                            -                    (7,369)
    Payments on note payable                                                              (9,725)               (104,544)
    Payments for deferred offering costs                                                (101,186)                      -
                                                                                  ---------------------------------------
                   Cash flows provided (used) by financing activities                     43,267               1,051,216
                                                                                  ---------------------------------------

NET INCREASE (DECREASE) IN CASH                                                          183,286                (189,976)
CASH IN BANK, beginning of period                                                         38,297               1,569,905
                                                                                  ---------------------------------------
CASH IN BANK, end of period                                                        $     221,583           $   1,379,929
                                                                                  ---------------------------------------
                                                                                  ---------------------------------------
</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 and nine months ended September 30, 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.

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 the 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 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;

<TABLE>
<CAPTION>
                                              NINE MONTHS ENDED
                                                SEPTEMBER 30,
                                               1997       1998
                                             -------------------
<S>                                           <C>        <C>
Revenues                                      100.0%     100.0%
Cost of goods sold                             85.4%      87.7%
Gross profit                                   14.6%      12.3%
Selling, General and Administrative             4.6%       6.0%
Operating income                               10.0%       6.3%

</TABLE>

NINE MONTHS ENDED SEPTEMBER 30, 1998 ("1998") COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 1997 ("1997")

"During August of 1998, the Company noted that accounts payable were 
overstated as a result of the duplication in recording certain material 
purchases during the six months ended June 30, 1998.  The Company deleted the 
duplication, effectively reducing cost of goods sold by $574,000.  
Consequently, income as originally reported in the form 10-QSB for the nine 
months ended September 30, 1998 was overstated by $574,000.  The amended form 
10-QSB reflects an adjustment to increase cost of goods sold and decrease 
inventory by $574,000 thereby reducing gross profit and income from 
operations by $574,000.  Prior to the three months ended September 30, 1998, 
the Company used the gross profit method for determining quarterly ending 
inventory balances.  The Company took a physical inventory as of September 
30, 1998, and the Company is currently in the process of implementing a 
perpetual inventory system.  An adjustment to increase inventory and decrease 
cost of goods sold by $194,000 is reflected in the Form 10-QSB, thereby 
increasing gross profit and income from operations by $194,000. These 
inaccuracies, resulting in a net overstatement of income from operations of 
$380,000, were 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 the accounting for letters of credit and 
related inventory, and has assigned the responsibility for this accounting 
function to a member of senior management."

SALES
Sales for 1998 were $24,719,323 which represented an increase of $11,692,423 or
89.8% over 1997 net sales of $13,026,900. The growth in sales was primarily
attributable to increased purchases by existing customers and from new
customers. The Company currently has fifty (50) customers up from six (6) at the
year ended December 31, 1997. Four customers represented 70% of the Companys
accounts receivable (22%, 22%, 13% and 13% respectively). The Company continues
to add new customers and believes that going forward those concentrations will
continue to decrease.

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. The Company expects sales to increase in the
future near-term quarters, but believes that those increases in sales will not
necessarily be at the same rate as the Company has been experiencing
historically either in terms of percentage or dollar increases.

During the period sales were adversely impacted by customer-initiated discounts
due to the unseasonably hot weather in New York (weather in excess of 100
degrees). This is during the season when the weather is historically much cooler
and when wool suits, blazers and pants are traditionally sold,. Warm weather
impacted the demand and the Company's customers had to offer deep discounts in
order to move their wool garments. Those customers in turn asked those discounts
be passed on to the Company.

The Company of course can not predict the extent to which the unseasonably warm
weather might continue or that the weather experienced in New York this year
represents a long-term change in weather patterns in that region. The Company
continues to evaluate the situation with


<PAGE>

the intent of developing strategies to mitigate any impact those changes might
have on the Company.

COST OF GOODS SOLD

Cost of goods sold in 1998 was $21,672,145 or 87.7% of sales, an increase of
$10,547,173 from $11,124,972 or 85.4% of sales in 1997. The increase in cost of
goods sold was primarily attributable to increases in costs related to
technicians, freight, inspection, merchandise repairs, customs duties and sample
expenses.

One of the Companys customers has instituted new quality control procedures. The
customer now independently checks all of its suppliers finished goods for
compliance with the specifications on its original purchase orders. Their
quality control procedures result in costs spread over three different areas,
inspection, quality control and merchandise repair costs. The customer is now
passing those costs arising from those new procedures along to its suppliers and
as a result this is impacting the costs associated with the production of goods
for that customer.

The Company believes that there is an industry-wide shift to higher levels of
quality control and the implementation of more detailed levels of regular and
more thorough quality control checking procedures. The Company can not predict
at this time to what extent the costs related to any change in customers quality
control checking procedures, should they arise, might impact the Companys costs
of production for those customers.

As is usual and customary when using a new factory, there is always a learning
curve process which results in some impact on quality control. Those problems
that occur during this process give rise to costs associated with the cost to
correct those problems. The Company expects costs of quality control learning
curve issues to arise whenever it enters a new factory. Accordingly, costs
associated with new factories at the beginning of the production relationship
normally result in merchandise repair costs to correct the early procedural
learning process that results in some garments produced outside of
specifications.

During the period the Company recorded what it believes to be non-recurring
charges. These charges are directly related to the changing demand resulting
from the devaluation of the dollar, material changes in weather patterns on the
east coast and orders received later in the season than historically that
impacted the period. As a result, the Company had to hire additional technicians
at significant increased cost to manage the shifts required in production to,
among other things, decrease the turnaround time. As a result of tight
production and delivery schedules, the Company also had to utilize less
cost-effective means of finished good transport relying more heavily on air
freight forwarders compared to the preferred and normal mode of transportation,
namely by ship.

The Company is currently working to manage the costs in all of the
above-mentioned areas, technicians, air freight and order and production timing.
The Company believes that the cost-cutting and working on improving efficiencies
in these areas could result in some related charges through the next quarter or
possibly two quarters. It believes any negative impact on the Company's
financial performance could be offset by its continually increasing customer
base and top-line sales growth.

GROSS PROFIT

Gross profit was $3,047,178 for 1998, an increase of $1,145,250 from $1,901,928
for 1997. The gross profit percentage was 12.35% in 1998, a decrease of 2.3%
from 14.6% in 1997. The reasons for the decrease of the gross profit in the
third quarter are explained in detail in the section above. The Company
believes, notwithstanding the issues mentioned above that the deterioration of
the gross profit, again, could possibly be offset by its penetration of the
retail distribution channel where profit margins are traditionally higher than
in the wholesale distribution


<PAGE>

channel. The wholesale distribution channel is where the Company currently
conducts a substantial portion of its business. There can, however, be no
guaranty that any decrease in the Companys profit margin will be offset by
increases in the margins of goods sold to customers in the retail distribution
channel.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative ("SG&A") expenses were $1,486,562 or 6.0% of
sales for 1998, an increase of $888,875 from $597,687 or 4.6% of sales for 1997.
The increase in G&A expense levels was primarily attributable to increases in
commission, salaries, professional fees, insurance, bank charges, rent,
printing, promotion and marketing, depreciation, dues and subscriptions and
factor charges.

INTEREST EXPENSE

Interest expense for 1998 was $70,277 compared to $50,501 for 1997. The increase
in interest was primarily attributable to the increase in the utilization of
lines of credit.

PROVISION FOR INCOME TAXES

The provision for income taxes was $695,250 and $506,871 for 1998 and 1997,
respectively. The increase in the provision for income taxes for the 1998 was
primarily attributable to increased earnings.

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 in its initial stages of growth through cash flows from
operations and within the last two years more from customer advances, from
principals, credit facilities, bridge loans, a private placement and its IPO,
although the Company of course continues to generate cash flow in its normal
course of business. Due to the Companys high rate of growth, however, it has
been unable to internally generate sufficient working capital to finance that
growth and as a result has had to more recently rely on other sources of
capital. These sources of capital again, consist of credit facilities, favorable
terms from suppliers and customer advances which have aided the Company in
supplying the cash required to supplement the normal cash flow from operations.


<PAGE>

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

As a direct result of deteriorating global financial markets, the Company
expects the U.S. dollar to be adversely impacted over the short-term. All of the
Company's transactions worldwide are conducted on a dollar-denominated basis
which was intended to mitigate the possible impact of volatile currencies that
may have arisen as a result of global corporations crowding emerging markets in
search of growth. What has occurred more recently is that the dollar has
weakened due to the financial crises in Asia and Russia.

The Company can not predict at this time the extent to which the continuing
global financial crises will impact the Company, in either a minimally or
materially adverse way. It is clear, however, that the Companys cost of goods
could be adversely impacted in an economic environment where the weakening of
the U.S. dollar would require the Company to spend more dollars to purchase
goods now, compared to similar purchases that required correspondingly fewer
dollars historically.

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. Due to the recent overall global and economic market conditions,
it is possible that there could be some variability going forward compared to
the historical seasonality of the Company, however, the Company believes that
its higher sales quarters will continue to be the first and fourth 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. The Company can not currently assess the
extent to which vendors and customers inability to become year 2000 compliant
might impact the Company.


<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                 4.7%            280,000
          machinery and equipment
          Purchases of real estate
                                                                             -
          Acquisition of other business(es)
                                                                             -
          Repayment of indebtedness                    9.7%            578,532
          Working capital                             15.2%            903,104
          Temporary investments
                                                                             -
          Purchases of raw materials                  70.4%          4,191,988
                                                 ------------------------------
              Total use of proceeds                  100.0%                            5,953,624
                                                                               ------------------
REMAINING PROCEEDS
                                                                                      $        0
                                                                               ------------------
</TABLE>

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

<PAGE>

                                   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)