<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, 1999

[ ]   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, 
3,127,916 shares as of May 11, 1999.

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


<PAGE>

                               RETROSPETTIVA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in 
accordance with generally accepted accounting principles for interim 
financial information and in accordance with the instructions for Form 
10-QSB. Accordingly, they do not include all of the information and footnotes 
required by generally accepted accounting principles for complete financial 
statements.

In the opinion of management, the financial statements contain all material 
adjustments, consisting only of normal recurring adjustments necessary to 
present fairly the financial condition, results of operations, and cash flows 
of the Company for the interim periods presented.

The results for the three months ended March 31, 1999 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, 1998.

NOTE 2 - COMMON STOCK OUTSTANDING

On January 15, March 12, and April 6, 1999, 85,000, 42,916, and 100,000 
common stock options were exercised, respectively by an employee of the 
Company. The total issued and outstanding no par value common stock as of May 
11, 1999 was 3,127,916.

<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           1998
                                                 -----------------------
<S>                                              <C>            <C>
Revenues                                          100.0%         100.0%
Cost of goods sold                                 88.2%          86.1%
Gross profit                                       11.8%          13.9%
Selling, General and Administrative                 7.6%           6.9%
Operating income                                    4.2%           7.0%

</TABLE>

THREE MONTHS ENDED MARCH 31, 1999 ("1999") COMPARED TO THREE MONTHS ENDED 
MARCH 31, 1998 ("1998")

SALES

Sales for 1999 were $8,219,114 which represented an increase of $32,258 or 
0.4% over 1998 net sales of $8,186,856. The growth in sales was primarily 
attributable to increased purchases by existing customers and from new 
customers. Generally, the Company receives relatively small initial orders 
from new customers. As the relationship with the customer continues, the 
purchase orders often increase substantially. Net sales increases during the 
period reflected these increased customer orders.

COST OF GOODS SOLD

Cost of goods sold in 1999 was $7,251,725 or 88.2% of sales, an increase of 
$202,842 from $7,048,883 or 2.9% of sales in 1998. The increase in cost of 
goods sold was primarily attributable to the increase in sales. The increase 
in the percentage of cost of goods sold was primarily attributable to 
increases in cost of materials and shipping expenses.

GROSS PROFIT

Gross profit was $967,389 for 1999, a decrease of $170,584 from $1,137,973 
for 1998. The gross profit percentage was 11.8% in 1999, a decrease from 
13.9% in 1998. The decrease in the gross profit percentage was primarily 
attributable to increased cost of materials and shipping expenses.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative ("SG&A") expenses were $625,394 or 7.6% 
of sales for 1999, an increase of $62,442 from $562,952 or 6.9% of sales for 
1998. The increase in SG&A expense levels was primarily attributable to 
payments related to sales commissions, salaries, factor charges and rent.

INTEREST EXPENSE

Interest expense for 1999 was $41,353 compared to $10,161 for 1998. The 
increase in interest was primarily attributable to the increase in the 
utilization of existing financing vehicles.

PROVISION FOR INCOME TAXES

The provision for income taxes was $134,000 and $220,000 for 1999 and 1998, 
respectively. The decrease in the provision for income taxes for the 1999 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.

YEAR 2000 ISSUES

Many computer systems in use today were designed and developed using two 
digits, rather than four, to specify the year. As a result, such systems will 
recognize the year 2000 as "00". This could cause many computer applications 
to fail completely or to create erroneous results unless corrective measures 
are taken. The Company currently uses software and related computer 
technologies essential to its operations that the Company believes will not 
be affected by the year 2000 issue.

<PAGE>

The Company, however, can not determine the extent to which its vendors and 
customers may or may not be affected by the year 2000 issue. The Company is 
in the process of implementing a plan to obtain information from its external 
service providers, significant suppliers and customers, and financial 
institutions to confirm their plans and readiness to become Year 2000 
compliant, in order to better understand and evaluate how their Year 2000 
issues may affect the Company's operations. The Company currently is not in a 
position to assess this aspect of 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.

While the Company believes that its own internal assessment and planning 
efforts with respect to external service providers, suppliers, customers and 
financial institutions are and will be adequate to address its Year 2000 
concerns there can be no assurance that these efforts will successful or will 
not have a material adverse affect on the Company's operations.

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

<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: May 11, 1999                     RETROSPETTIVA, INC.
                                       ------------------------------
                                              (Registrant)



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


<PAGE>

                               RETROSPETTIVA, INC.
                                 BALANCE SHEETS
                                  (UNAUDITED)

                                     ASSETS

<TABLE>
<CAPTION>
                                                                      DECEMBER 31,         MARCH 31,
                                                                          1998               1999
                                                                      --------------------------------
<S>                                                                   <C>                 <C>
CURRENT ASSETS                                                      
      Cash                                                            $   115,890          $   348,341
      Accounts receivable, net, pledged                                 1,716,697            2,831,316
      Due from factor                                                     333,053            1,199,538
      Note receivable                                                     100,333              100,333
      Note receivable, stockholder                                        291,738              317,291
      Inventories, pledged                                              8,470,702            6,226,670
      Prepaid income taxes                                                 82,016                    -
      Accrued interest receivable, stockholder                             55,370               63,302
      Due from vendors                                                  1,540,791            1,744,011
      Other                                                                74,520               73,860
                                                                      --------------------------------
           Total Current Assets                                        12,781,110           12,904,662
      PROPERTY AND EQUIPMENT, at cost, net                                 70,256               71,601
      DEFERRED TAX ASSETS                                                  41,000               41,000
      OTHER ASSETS                                                         19,110               19,010
                                                                      --------------------------------
                                                                      $12,911,476          $13,036,273
                                                                      --------------------------------
                                                                      --------------------------------
                     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES                                                 
      Accounts payable, trade                                         $ 2,024,580          $ 1,708,407
      Line of credit                                                    1,507,216            1,607,223
      Note payable                                                         26,580                    -
      Accrued expenses                                                     97,723               32,014
      Accrued income taxes                                                      -                8,109
      Customer advances                                                   267,454              267,454
                                                                      --------------------------------
           Total Current Liabilities                                    3,923,553            3,623,207
                                                                      --------------------------------

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 2,985,000 shares, respectively      6,258,190            6,258,190
Additional paid-in capital                                                230,000              442,500
Retained earnings                                                       2,499,733            2,712,376
                                                                      --------------------------------
      Total Stockholders Equity                                         8,987,923            9,413,066
                                                                      --------------------------------
                                                                      $12,911,476          $13,036,273
                                                                      --------------------------------
                                                                      --------------------------------

</TABLE>


<PAGE>

                               RETROSPETTIVA, INC.
                              STATEMENTS OF INCOME
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED
                                                           MARCH 31,
                                                   1999                  1998
                                               ---------------------------------
<S>                                            <C>                   <C>
SALES                                          $ 8,219,114           $ 8,186,856
                                               ---------------------------------
       Total Sales                               8,219,114             8,186,856

COST OF SALES                                    7,251,725             7,048,883
                                               ---------------------------------
GROSS PROFIT                                       967,389             1,137,973

OPERATING EXPENSES
       Selling expenses                            133,380                98,918
       General and administrative                  492,014               464,034
                                               ---------------------------------
       Total Operating Expenses                    625,394               562,952
                                               ---------------------------------
INCOME FROM OPERATIONS                             341,995               575,021

OTHER INCOME (EXPENSES)
       Interest income                               2,573                17,738
       Interest income, related party                7,932                11,643
       Interest expense                            (41,353)              (10,161)
       Other income                                 35,497
       Penalities                                                        (41,612)
                                               ---------------------------------
Net Other Income (Expenses)                          4,649               (22,392)
                                               ---------------------------------
INCOME BEFORE INCOME TAXES                         346,644               552,629

PROVISION FOR INCOME TAXES                         134,000               220,000
                                               ---------------------------------
NET INCOME                                     $   212,644           $   332,629
                                               ---------------------------------
NET INCOME PER SHARE, BASIC                    $      0.07           $      0.11
                                               ---------------------------------
                                               ---------------------------------
WEIGHTED AVERAGE NUMBERS OF SHARES
       OUTSTANDING, BASIC                        2,954,778             2,900,000
                                               ---------------------------------
                                               ---------------------------------
NET INCOME PER SHARE, DILUTED                  $      0.06           $      0.10
                                               ---------------------------------
                                               ---------------------------------
WEIGHTED AVERAGE NUMBER OF SHARES
       OUTSTANDING, DILUTED                      3,291,457             3,242,528
                                               ---------------------------------
                                               ---------------------------------

</TABLE>

<PAGE>

                               RETROSPETTIVA, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                    THREE MONTHS ENDED MARCH 31,
                                                                                    1999                   1998
                                                                                ---------------------------------
<S>                                                                             <C>                   <C>
CASH FLOWS FROM (TO) OPERATING ACTIVITIES
Net income                                                                      $   212,644           $   332,629
     Adjustments to reconcile net income to net cash
        provided (used) by operating activities:
        Depreciation and amortization                                                 6,870                11,985
        Services provided to reduce note receivable
        Changes in:
           Accounts receivable                                                   (1,114,619)            1,022,233
           Prepaid income taxes                                                      82,016                     -
           Due from factor                                                         (866,485)             (533,670)
           Accrued interest receivable, shareholder                                  (7,932)              (11,643)
           Advances to vendor                                                      (203,220)              (13,392)
           Advances for sales commissiosn                                                 -               (55,000)
           Inventories                                                            2,244,032              (791,770)
           Other                                                                        760                23,465
           Accounts payable and accrued expenses                                   (381,882)              261,249
           Accrued income taxes                                                       8,109                88,830
           Customer advances                                                              -              (137,385)
                                                                                ---------------------------------
                    Cash flows provided (used) by operating activities              (19,707)              197,531
                                                                                ---------------------------------

CASH FLOWS FROM (TO) INVESTING ACTIVITIES:
     Purchase of fixed assets                                                        (8,215)             (159,124)
     Payments on notes receivable                                                         -                20,588
                                                                                ---------------------------------
                    Cash flows provided (used) by investing activities               (8,215)             (138,536)
                                                                                ---------------------------------

CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
     Loans to stockholder                                                           (25,553)              (81,841)
     Payments from stockholder                                                            -                21,048
     Proceeds from line of credit                                                   100,007               660,233
     Due to factor                                                                        -               354,530
     Payments on note payable                                                       (26,580)                    -
     Proceeds from issuance of common stock                                         212,500
                                                                                ---------------------------------
                    Cash flows provided (used) by financing activities              260,374               953,970
                                                                                ---------------------------------

NET INCREASE (DECREASE) IN CASH                                                     232,452             1,012,965
CASH IN BANK, beginning of period                                                   115,890             1,569,905
                                                                                ---------------------------------
CASH IN BANK, end of period                                                     $   348,342           $ 2,582,870
                                                                                ---------------------------------
                                                                                ---------------------------------

</TABLE>