<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, 2000

[   ]  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,
3,177,916 shares as of May 9, 2000.

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

<PAGE>

                       RETROSPETTIVA, INC. AND SUBSIDIARY
                                 BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>
                                                                     DECEMBER 31,          MARCH 31,
                                                                         1999                2000
                                                                  ------------------------------------
                                                                                         (UNAUDITED)
<S>                                                               <C>                  <C>
CURRENT ASSETS
      Cash                                                         $      85,857       $      20,342
      Accounts receivable, net, pledged                                1,088,811           1,767,590
      Due from factor                                                    742,950             923,074
      Note receivable, current portion,pledged                            36,000              27,000
      Note receivable, stockholder,pledged                               300,160             304,156
      Inventories, pledged                                            10,253,949           9,166,861
      Income taxes receivable                                             72,949              85,007
      Accrued interest receivable, stockholder                            78,551              78,551
      Due from vendors                                                   580,882             446,520
      Product development costs                                          179,721             306,573
      Other current assets                                                87,812              87,812
                                                                  ------------------------------------
           Total Current Assets                                       13,507,642          13,213,486

      PROPERTY AND EQUIPMENT, at cost, net                             1,085,117           1,056,340
      NOTES RECEIVABLE, net of current portion                            50,851              50,851
      DEFERRED TAX ASSETS                                                 47,000              47,000
      OTHER ASSETS                                                        18,295              18,295
                                                                  ------------------------------------
                                                                   $  14,708,905       $  14,385,972
                                                                  ====================================

        LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
      Accounts payable, trade                                      $   3,126,098       $   2,479,481
      Line of credit                                                   2,110,817           2,245,988
      Vendor Advances                                                          -             104,588
      Accrued expenses                                                    45,621              37,220
      Payroll taxes payable                                                    -              12,306
      Customer advances                                                        -              50,000
                                                                  ------------------------------------
           Total Current Liabilities                                   5,282,536           4,929,583
                                                                  ------------------------------------

COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock - authorized 1,000,000 shares -
      none issued or outstanding
Common stock - authorized 15,000,000 shares, no par
      value; issued and outstanding 3,177,916 shares                   6,765,480           6,765,480
      Subscription receivable                                           (164,790)           (164,790)
      Additional paid-in capital                                         230,000             230,000
      Retained earnings                                                2,595,679           2,625,699
                                                                  ------------------------------------
      Total Stockholders' Equity                                       9,426,369           9,456,389
                                                                  ------------------------------------
                                                                   $  14,708,905       $  14,385,972
                                                                  ====================================
</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>
                                                                  THREE MONTHS ENDED
                                                                       MARCH 31,
                                                                  1999           2000
                                                            -------------------------------
<S>                                                         <C>             <C>

SALES                                                         $ 8,219,114    $ 6,429,651
                                                            -------------------------------
       Total Sales                                              8,219,114      6,429,651

COST OF SALES                                                   7,251,725      5,510,954
                                                            -------------------------------
GROSS PROFIT                                                      967,389        918,697

OPERATING EXPENSES
       Selling expenses                                           133,380        178,380
       General and administrative                                 492,014        606,446
                                                            -------------------------------
       Total Operating Expenses                                   625,394        784,826
                                                            -------------------------------
INCOME FROM OPERATIONS                                            341,995        133,871

OTHER INCOME (EXPENSES)
       Interest income                                              2,573            197
       Interest income, related party                               7,932              -
       Interest expense                                           (41,353)      (105,368)
       Other income                                                35,497          1,320
Net Other Income (Expenses)                                         4,649       (103,851)
                                                            -------------------------------
INCOME BEFORE INCOME TAXES                                        346,644         30,020

PROVISION FOR INCOME TAXES                                        134,000              -
                                                            -------------------------------

NET INCOME                                                    $   212,644    $    30,020
                                                            -------------------------------

NET INCOME PER SHARE, BASIC                                   $      0.07    $      0.01
                                                            ===============================

WEIGHTED AVERAGE NUMBERS OF SHARES
       OUTSTANDING, BASIC                                       2,954,778      3,103,198
                                                            ===============================

NET INCOME PER SHARE, DILUTED                                 $      0.06    $      0.01
                                                            ===============================

WEIGHTED AVERAGE NUMBER OF SHARES
       OUTSTANDING, DILUTED                                     3,291,457      3,648,157
                                                            ===============================
</TABLE>

<PAGE>

                       RETROSPETTIVA, INC. AND SUBSIDIARY
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                       THREE MONTHS ENDED MARCH 31,
                                                                                       1999                   2000
                                                                                 -----------------------------------------
<S>                                                                              <C>                     <C>
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
Net income                                                                        $    212,644            $    30,020
     Adjustments to reconcile net income to net cash
        provided (used) by operating activities:
        Depreciation and amortization                                                    6,870                 34,330
        Changes in:
           Accounts receivable                                                      (1,114,619)              (678,779)
           Prepaid income taxes                                                         82,016                (12,058)
           Due from factor                                                            (866,485)              (180,124)
           Accrued interest receivable, shareholder                                     (7,932)                     -
           Product development cost                                                          -               (126,852)
           Advances to vendor                                                         (203,220)               134,362
           Inventories                                                               2,244,032              1,087,088
           Accounts payable and accrued expenses                                      (381,882)              (655,018)
           Accrued income taxes                                                          8,109                      -
           Customer advances                                                                                   50,000
           Accrued payroll taxes                                                            -                  12,306
                                                                                 -----------------------------------------
                    Cash flows (used) by operating activities                          (20,467)              (304,725)
                                                                                 -----------------------------------------

CASH FLOWS FROM (TO) INVESTING ACTIVITIES:
     Purchase of fixed assets                                                           (8,215)                (5,552)
     Payments on notes receivable                                                            -                  9,000
                                                                                 -----------------------------------------
                    Cash flows provided (used) by investing activities                  (8,215)                 3,448
                                                                                 -----------------------------------------

CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
     Vendor advance                                                                          0                104,588
     Loans to stockholder                                                              (25,553)                (3,996)
     Proceeds from line of credit                                                      100,007                135,171
     Payments on note payable                                                          (26,580)                     -
     Proceeds from issuance of common stock                                            212,500                      -
                                                                                 -----------------------------------------
                    Cash flows provided by financing activities                        260,374                235,763
                                                                                 -----------------------------------------

NET INCREASE (DECREASE) IN CASH                                                        231,692                (65,514)
CASH IN BANK, beginning of period                                                      115,890                 85,857
                                                                                 -----------------------------------------
CASH IN BANK, end of period                                                       $    347,582            $    20,343
                                                                                 =========================================
</TABLE>

<PAGE>

                       RETROSPETTIVA, INC. AND SUBSIDIARY
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

The accompanying reviewed 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, 2000 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, 1999.

NOTE 2 - INVENTORIES

Inventories at March 31, 2000 consisted of the following:

<TABLE>
<S>                               <C>
Raw Material                         $2,328,529
Work-in-process                       5,639,237
Finished goods                        1,199,095
                                    -------------
         Total                       $9,166,861
</TABLE>

<PAGE>

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

GENERAL

The Company contracts for the manufacture of a variety of garments, primarily
basic women's sportswear which includes suits, skirts, blouses, blazers,
pants, shorts, vests and dresses, using assorted fabrics including rayons,
linens, cotton and wool. The Company arranges for the manufacture of garments
for customers under private labels selected by its customers. It markets its
products exclusively in the United States directly to large wholesalers
directly and indirectly to national retailers and buying organizations, and
directly to women's chain clothing stores and catalogues.

Substantially, all of the Company's garments are sold on a "package" basis
pursuant to which the Company markets at fixed prices finished garments to
the customer's specifications and quantity requirements, arranges for
production of the garments and delivers the garments directly to the customer
at the port of entry. In its marketing, the Company emphasizes these package
arrangements and what it believes to be the better quality and lower prices
of garments produced by skilled Macedonian workers as compared to lower paid
workers in certain other regions. See Item 1.

As a package provider, the Company sources and purchases fabrics and trims,
arranges for cutting and sewing, and coordinates any other services required
to provide a finished garment. Since the Company manufactures its finished
products only upon receipt of purchase orders from its wholesale and retail
customers, it therefore does not maintain an inventory of finished products.
The Company believes that in this way it minimizes the marketing and fashion
risk generally associated with the apparel industry. Fabrics and trims are
purchased from suppliers in China, India, Russia, Romania, Italy and the
United States. After dying the fabric, if necessary, the fabric and trim are
shipped to factories selected by the Company (primarily located in Macedonia)
where they are manufactured into finished garments under the Company's
management and quality control guidance. The finished products are then
shipped directly to New York City where the Company's customers claim the
goods either at the port in New York City or at a consolidating warehouse in
Astoria, New York.

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,
                                                         1999           2000
                                                      ---------------------------
<S>                                                   <C>           <C>
Revenues                                                 100.0%         100.0%
Cost of goods sold                                        88.2%          85.7%
Gross profit                                              11.8%          14.3%
Selling, General and Administrative                        7.6%          12.2%
Operating income                                           4.2%           2.1%
</TABLE>

THREE MONTHS ENDED MARCH 31, 2000 ("2000") COMPARED TO THREE MONTHS ENDED
MARCH 31, 1999 ("1999")

SALES

Sales for 2000 were $6,429,651 which represented a decrease of $1,789,463 or
21.8% from 1999 net sales of $8,219,114. The decrease in sales was primarily
attributable to decreased purchases by existing customers. The Company has a
backlog of orders for approximately $700,000 that it expects to fulfill early
in the second quarter.

COST OF GOODS SOLD

Cost of goods sold in 2000 was $5,510,954 or 85.7% of sales, a decrease of
$1,740,771 from $7,251,725 or 24% of sales in 1999. The decrease in cost of
goods sold was primarily attributable to the decrease in sales. The decrease
in the percentage of cost of goods sold was primarily attributable to
decreases in cost of materials and shipping expenses.

GROSS PROFIT

Gross profit was $918,697 for 2000, a decrease of $48,692 from $967,389 for
1999. The gross profit percentage was 14.3% in 2000, an increase from 11.8%
in 1999. The increase in the gross profit percentage was primarily
attributable to decreased cost of materials and shipping expenses.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative ("SG&A") expenses were $784,826 or 12.2%
of sales for 2000, an increase of $159,432 from $625,394 or 7.6% of sales for
1999. The increase in SG&A expense levels was primarily attributable to
payments related to factoring, office salaries, travel and trade shows.

INTEREST EXPENSE

Interest expense for 2000 was $105,368 compared to $41,353 for 1999. The
increase in interest was primarily attributable to the increase in the
utilization of existing financing vehicles.

PROVISION FOR INCOME TAXES

There was no provision for income taxes for 2000 compared to $134,000 for
1999. The decrease in the provision for income taxes for 2000 was primarily
attributable to decreased 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 1999. 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.

PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

Not applicable

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

CHANGES IN SECURITIES

<PAGE>

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




                                   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 9, 2000                        RETROSPETTIVA, INC.
                                            -------------------
                                               (Registrant)



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