U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                                   (MARK ONE)

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

                  FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 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 November 1, 2001.

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




<PAGE>




                       RETROSPETTIVA, INC. AND SUBSIDIARY
                                   FORM 10-QSB
                                      INDEX



Part I  Financial Information                                               Page

     Item 1. Financial Statements:

     Balance Sheets as of September 30, 2001 and December 31, 2000           1

     Statements of Operations for the Three Months and Nine
          Months Ended September 30, 2001 and 2000                           2

     Statements of Cash Flows for the
          Nine Months Ended September 30, 2001 and 2000                      3

     Notes to Financial Statements                                           4

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

Part II Other Information                                                    8

        Signatures                                                           9


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<TABLE>
<CAPTION>



                                  RETROSPETTIVA, INC. AND SUBSIDIARY
                                             BALANCE SHEETS

                                                ASSETS
                                                ------



                                                               DECEMBER 31,    SEPTEMBER 30,
                                                                   2000            2001
                                                               ------------    ------------
                                                                                (UNAUDITED)


<S>                                                            <C>              <C>
CURRENT ASSETS

      Cash                                                     $     26,069    $      4,297
      Accounts receivable, net, pledged                             247,084         366,940
      Due from factor                                               164,471            --
      Note receivable, stockholder, pledged                         156,997           1,030
      Inventories, pledged                                        8,368,237            --
      Income taxes receivable                                       955,714         259,076
      Other current assets                                          112,537         112,537
      Deposits                                                            -          86,986
                                                               ------------    ------------
           Total Current Assets                                  10,031,109         830,866

      PROPERTY AND EQUIPMENT, at cost, net                        1,030,565           2,250
      Restricted investment, pledged                                300,000            --
      OTHER ASSETS                                                   18,845          18,845
                                                               ------------    ------------
                                                               $ 11,380,519    $    851,961
                                                               ============    ============

                               LIABILITIES AND STOCKHOLDERS' EQUITY
                               ------------------------------------

CURRENT LIABILITIES

      Accounts payable, trade                                  $  2,530,447    $  1,247,946
      Notes payable                                               2,274,376         968,163
      Accrued expenses                                              101,859            --
      Payroll taxes payable                                            --              --
                                                               ------------    ------------
           Total Current Liabilities                              4,906,682       2,216,109
                                                               ------------    ------------

COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY

Preferred stock - authorized 1,000,000 shares -
   none issued or outstanding
Common stock - authorized 15,000,000 shares,
   no par value; 3,479,916 issued
   and outstanding                                                6,892,820       6,892,820
Subscription receivable                                            (164,790)             --
Additional paid-in capital                                          230,000         230,000
Retained earnings                                                  (484,193)     (8,486,968)
                                                               ------------    ------------
      Total Stockholders' Equity(Deficit)                         6,473,837      (1,364,148)
                                                               ------------    ------------
                                                               $ 11,380,519    $    851,961
                                                               ============    ============



SEE NOTES TO FINANCIAL STATEMENTS

                                                 1

<PAGE>


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



                                                     THREE MONTHS ENDED                     NINE MONTHS ENDED
                                                        SEPTEMBER 30,                         SEPTEMBER 30,
                                                    2001               2000              2001                2000
                                                ------------       -----------        -----------        ------------

DISCONTINUED OPERATIONS

        Income (Loss) from operations           $    (7,326)       $  (198,011)       $(7,821,109)       $  (789,532)
                                                -----------        -----------        -----------        -----------


NET (LOSS)                                      $    (7,326)       $  (198,011)       $(7,821,109)       $  (789,532)
                                                -----------        -----------        -----------        -----------

NET (LOSS) PER SHARE, BASIC                     $         *        $     (0.06)       $     (2.25)       $     (0.24)
                                                ===========        ===========        ===========        ===========

WEIGHTED AVERAGE NUMBERS OF SHARES
        OUTSTANDING, BASIC AND DILUTED            3,479,916          3,271,492          3,479,916          3,223,949
                                                ===========        ===========        ===========        ===========
*Less than $(.01) per share


SEE NOTES TO FINANCIAL STATEMENTS


                                                                2
<PAGE>




                                                  RETROSPETTIVA, INC. AND SUBSIDIARY
                                                     STATEMENTS OF CASH FLOWS

                                                          (UNAUDITED)



                                                                                   NINE MONTHS ENDED SEPTEMBER 30,
                                                                                      2000                 2001
                                                                                  ------------         ------------

CASH FLOWS FROM (TO) OPERATING ACTIVITIES

Net (loss)                                                                        $  (789,532)         $(7,821,109)
     Adjustments to reconcile net (loss) to net cash
      provided (used) by operating activities:
        Bad debt expense                                                                 --                164,790
        Depreciation and amortization                                                 102,989               72,738
        Common stock issued for services                                               67,315                 --
        Loss on product development costs                                             179,721                 --
        Loss on factory equipment                                                        --                963,777
        Loss on disposal of fixed assets                                                2,890                 --
        Subscription receivable deemed uncollectible                                     --               (164,790)
        Changes in:
           Accounts receivable                                                        394,629             (119,856)
           Prepaid income taxes                                                      (722,231)             696,638
           Due from factor                                                            405,083              164,471
           Advances to vendor                                                         124,362                 --
           Due to vendor                                                               74,588                 --
           Inventories                                                              1,947,671            8,368,237
           Deposits                                                                      --                (86,986)
           Other                                                                         (550)                --
           Accounts payable and accrued expenses                                   (1,965,459)          (1,384,358)
           Accrued payroll taxes                                                        7,558                 --
                                                                                  -----------          -----------
                    Cash flows provided (used) by operating activities               (170,966)             853,552
                                                                                  -----------          -----------

CASH FLOWS FROM (TO) INVESTING ACTIVITIES:

     Purchase of fixed assets                                                         (74,982)              (8,200)
     Stockholder loan repayments                                                      188,714              155,967
     Restricted investment                                                           (300,000)             300,000
     Payments on notes receivable                                                      27,000                 --
                                                                                  -----------          -----------
                    Cash flows provided (used) by investing activities               (159,268)             447,767
                                                                                  -----------          -----------

CASH FLOWS FROM (TO) FINANCING ACTIVITIES:

     (Payments) proceeds from line of credit                                          264,815           (1,306,213)
     Other                                                                               --                (16,878)
                                                                                  -----------          -----------
                    Cash flows provided (used) by financing activities                264,815           (1,323,091)
                                                                                  -----------          -----------

NET (DECREASE) IN CASH                                                                (65,419)             (21,772)
CASH IN BANK, beginning of period                                                      85,857               26,069
                                                                                  -----------          -----------
CASH IN BANK, end of period                                                       $    20,438          $     4,297
                                                                                  ===========          ===========


Supplemental Disclosure of Cash Flow Information:
     Cash paid during the period for interest                                     $   306,131          $    92,156
                                                                                  ===========          ===========


SEE NOTES TO FINANCIAL STATEMENTS

                                                          3

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<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 and nine months ended September 30, 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

The Company did not have any inventory at September 30, 2001

The factories that housed a majority of the inventory and equipment owned by the
Company were recently destroyed. Attempts to locate usable inventory or
equipment was unsuccessful; therefore, these assets were reduced to a net
realizable value of zero.


NOTE 3 - RECENT DEVELOPMENTS

On July 2, 2001, the Company announced that recent events, primarily the war in
Macedonia, has forced the company to cease operations and attempt to liquidate
its assets.

The current civil war in Macedonia has prevented the Company from producing
goods there. The Company's day-to-day business has been interrupted by a lack of
electric power, shortages of water and fighting between Albanian rebels and
Macedonian forces that have reached the cities. This is preventing employees
from coming to work and making it practically impossible to produce goods. As a
result, the Company had lost most of its orders for goods, was unable to ship
completed goods and is unable to access its inventory in Macedonia.

As a result of these events, the Company has suspended further operations and is
attempting to liquidate its assets in order to pay creditors. It is unlikely
that the Company will generate sufficient cash resources to continue in business
following the end of hostilities in Macedonia.

                                        4

<PAGE>


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

GENERAL

The Company contracted for the manufacturing 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 arranged for the manufacturing of garments for
customers under private labels selected by its customers. It marketed 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.

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 and nine months ended September 30, 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
amount outstanding was converted to notes payable totaling $968,163. The Company
anticipates paying the majority of the amount due from its existing cash flow
during the fourth quarter of 2001.

Due to continuing hostilities in Macedonia continue, new purchase orders have
decreased significantly or were canceled and the Company has decided to cease
it's manufacturing operations. The Company intends to negotiate settlement of
its liablities.

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

                                       5

<PAGE>


RESULTS OF OPERATIONS

The Company's main center for production is in Macedonia, which has been the
unfortunate victim to armed conflict for most of 2001. The President of the
Company visited Macedonia recently to evaluate possibilities of moving the
inventory and equipment to another location in another country. At the time of
his visit, most of the factories were closed and suspicions of looting were
considered. Many parts of the country were unreachable without exposing
personnel to serious harm and it was feared the roads were mined by terrorists.

On June 30, 2001 the Company decided to cease it's manufacturing operations. The
Company is unable to determine if a gain or loss is expected from the final
liquidation.

The financial statements reflect the discontinued operations for all periods
presented.

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 expect the warrants to be exercised in 2001. The Company is
dilligently working to collect on its receivables to further reduce the notes
payable.

The Company is utilizing its line of credit and its credit facility arrangement
with a New York factoring company. As of May 11, 2001 the Company was not in
compliance with the covenants of the loan and is negotiating repayment terms.

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.

As a result of the Macedonian hostilities, the Company's revenue stream has been
discontinued causing it to significantly cut all operations in order to reduce
overhead.

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.

                                       6

<PAGE>


RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In July 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, "Business Combinations" ("SFAS 141") and
No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"). SFAS 141 requires
all business combinations initiated after June 30, 2001 to be accounted for
using the purchase method. Under SFAS 142, goodwill and intangible assets with
indefinite lives are no longer amortized but are reviewed annually (or more
frequently if impairment indicators arise) for impairment. Separable intangible
assets that are not deemed to have indefinite lives will continue to be
amortized over their useful lives (but with no maximum life). The amortization
provisions of SFAS 142 apply to goodwill and intangible assets acquired after
June 30, 2001. With respect to goodwill and intangible assets acquired prior to
July 1, 2001, the Company is required to adopt SFAS 142 effective January 1,
2002. The Company is currently evaluating the effect that adoption of the
provisions of SFAS 142 will have on its results of operations and financial
position.

In December 1999, the Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin 101, "Revenue Recognition in Financial Statements" ("SAB
101") which provides guidance related to revenue recognition based on
interpretations and practices followed by the SEC. SAB 101A was released on
March 24, 2000 and deferred the effective date to no later than the second
fiscal quarter beginning after December 15, 1999. In June 2000, the SEC issued
SAB 101B which delays the implementation date of SAB 101 until no later than the
fourth fiscal quarter of fiscal years beginning after December 15, 1999. SAB 101
requires companies to report any changes in revenue recognition as a cumulative
change in accounting principle at the time of implementation in accordance with
Accounting Principles Board Opinion No. 20, "Accounting Changes". Management has
accessed the implementation and determined that there is no significant impact
on the consolidated financial statements of the Company.

                                       7

<PAGE>


PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Not applicable

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

CHANGES IN SECURITIES

Not applicable

USE OF PROCEEDS

Not applicable

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable

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

Not applicable

ITEM 5. OTHER INFORMATION

Not applicable

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

Not applicable

                                       8

<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: 11-14-2001                         RETROSPETTIVA, INC.
                                        -------------------
                                           (Registrant)


                                        /s/ Borivoje Vukadinovic
                                        ----------------------------------------
                                            Borivoje Vukadinovic
                                            President

                                       9