<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 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>

Item 1.

                                 RETROSPETTIVA, INC.
                                   BALANCE SHEETS
                                    (UNAUDITED)
                                       ASSETS

<TABLE>
<CAPTION>

                                                                                  SEPTEMBER 30,   DECEMBER 31,
                                                                                           1998           1997
                                                                                  ----------------------------
<S>                                                                               <C>             <C>
CURRENT ASSETS

     Cash                                                                         $   1,376,973   $  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                                                             6,928,911      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                                                       13,615,251     11,423,318
     PROPERTY AND EQUIPMENT, at cost, net                                               630,996        183,293
     DEFERRED TAX ASSETS                                                                 34,000         34,000
     OTHER ASSETS                                                                           -            4,610
                                                                                  ----------------------------
                                                                                  $  14,280,247   $ 11,645,221
                                                                                  ----------------------------
                                                                                  ----------------------------

                              LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable, trade                                                      $   2,937,266   $  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                                                   4,895,058      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                                                                     2,896,999      1,684,186
                                                                                  ----------------------------
     Total Stockholders Equity                                                        9,385,189      8,172,376
                                                                                  ----------------------------
                                                                                  $  14,280,247   $ 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      9,155,393     11,124,972     21,291,989

                                                      --------------------------------------------------------
GROSS PROFIT                                              738,960        785,937      1,901,928      3,427,334

OPERATING EXPENSES
     Selling expenses                                      78,167        208,615        172,735        416,499
     General and administrative                           206,011        312,411        424,952      1,070,177

                                                      --------------------------------------------------------
     Total Operating Expenses                             284,178        521,026        597,687      1,486,676

                                                      --------------------------------------------------------
INCOME FROM OPERATIONS                                    454,782        264,911      1,304,241      1,940,658

OTHER INCOME (EXPENSES)
     Interest income                                        3,677         36,539          8,154        102,317
     Interest expense                                     (26,717)       (32,246)       (50,501)       (70,162)
                                                      --------------------------------------------------------
Net Other Income (Expenses)                               (23,040)         4,293        (42,347)        32,155

                                                      --------------------------------------------------------
INCOME BEFORE INCOME TAXES                                431,742        269,204      1,261,894      1,972,813

PROVISION FOR INCOME TAXES                                174,001        250,000        506,871        760,000
                                                      --------------------------------------------------------

NET INCOME                                            $   257,741    $    19,204    $   755,023    $ 1,212,813
                                                      --------------------------------------------------------
                                                      --------------------------------------------------------

NET INCOME PER SHARE, BASIC                           $      0.14    $      0.01    $      0.43    $      0.42
                                                      --------------------------------------------------------
                                                      --------------------------------------------------------

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    $      0.01    $      0.42    $      0.38
                                                      --------------------------------------------------------
                                                      --------------------------------------------------------

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
                                                                -------------------------------
CASH FLOWS FROM (TO) OPERATING ACTIVITIES
<S>                                                             <C>               <C>
Net income                                                        $      394,638  $   1,212,813
  Adjustments to reconcile net income to net cash
    provided (used) by operating activities:
    Depreciation and amortization                                          8,581         52,580
    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                               -          (36,046)
      Advances to vendor                                                     -         (350,000)
      Inventories                                                        846,888       (539,015)
      Other                                                                  -           (9,691)
      Accounts payable and accrued expenses                           (1,481,727)        16,546
      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       (784,544)
                                                                -------------------------------

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       (192,932)
CASH IN BANK, beginning of period                                         38,297      1,569,905
                                                                -------------------------------
CASH IN BANK, end of period                                       $      221,583  $   1,376,973
                                                                -------------------------------
                                                                -------------------------------
</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.


<PAGE>

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>

                                                Three Months Ended           Nine Months Ended
                                                   September 30,               September 30,
                                              1997           1998           1997           1998
                                           -----------------------------------------------------
<S>                                         <C>            <C>            <C>            <C>
Revenues                                    100.0%         100.0%         100.0%         100.0%
Cost of goods sold                           85.5%          92.1%          85.4%          86.1%
Gross profit                                 14.5%           7.9%          14.6%          13.9%
Selling, General and Administrative           5.6%           5.5%           4.6%           6.0%
Operating income                              8.9%           2.4%          10.0%           7.9%

</TABLE>

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

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


<PAGE>

change in weather patterns in that region.  The Company continues to evaluate
the situation with 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 $21,291,989 or 86.1% of sales, an increase of
$10,167,017 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 $3,427,334 for 1998, an increase of $1,525,406 from $1,901,928
for 1997.  The gross profit percentage was 13.9% in 1998, a decrease of 0.7%
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


<PAGE>

distribution channel where profit margins are traditionally higher than in the
wholesale distribution 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 $1,486,676 or 6.0% of
sales for 1998, an increase of $888,989 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 $70,162 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 $760,000 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


<PAGE>

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.

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:     October 15, 1998                   RETROSPETTIVA, INC.
                                             -----------------------
                                                  (Registrant)


                                             /s/ Michael D. Silberman
                                             --------------------------
                                             Michael D. Silberman
                                             Chief Financial Officer
                                             (Principal Accounting Officer)