<Page>
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                    Form 10-Q

             Quarterly Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

        For the quarterly period ended           November 3, 2001
                                        ---------------------------------

                        Commission File Number   333-81307
                                                 ---------

                                G+G Retail, Inc.
         ---------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Delaware                                       22-3596083
-------------------------------------               -----------------------
  (State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                       Identification No.)


                   520 Eighth Avenue, New York, New York 10018
       ------------------------------------------------------------------
              (Address of principal executive offices and zip code)

        Registrant's telephone number, including area code (212) 279-4961

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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
                                                  ---

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practicable date.


       Class B                            Outstanding at December 14, 2001
---------------------                     --------------------------------
Common $.01 par value                                10 shares





<PAGE>



                                    Contents


<TABLE>
<CAPTION>
                                                                                Page No.
                                                                                --------
<S>      <C>                                                                    <C>
Part I.   Financial Information

Item 1.   Financial Statements (Unaudited)

          Condensed Consolidated Balance Sheets - November 3, 2001 and
            February 3, 2001                                                         3

          Condensed Consolidated Statements of Operations - Three and Nine
            Months Ended November 3, 2001 and October 28, 2000                       4

          Condensed Consolidated Statements of Cash Flows - Nine Months Ended
            November 3, 2001 and October 28, 2000                                    5

          Notes to Unaudited Condensed Consolidated Financial Statements            6-7

Item 2.   Management's Discussion and Analysis of Financial Condition and
            Results of Operations                                                  8-13

Item 3.   Quantitative and Qualitative Disclosures about Market Risk                13

Part II.  Other Information

Item 6.  Exhibits and Reports on Form 8-K                                           14

Signature Page                                                                      15
</TABLE>




<PAGE>



                          Part I. Financial Information

Item 1. Financial Statements

                                G+G Retail, Inc.

                      Condensed Consolidated Balance Sheets
                                   (Unaudited)
                                 (In thousands)


<TABLE>
<CAPTION>
                                                                        November               February
                                                                         3, 2001                3, 2001
                                                                       -------------         -------------
<S>                                                                        <C>                    <C>
Assets
Current assets:
   Cash and short-term investments                                         $      -               $ 14,568
   Accounts receivable                                                          839                    866
   Merchandise inventories                                                   27,990                 15,329
   Prepaid taxes and other expenses                                           1,702                  1,771
   Deferred tax assets                                                          465                    465
                                                                        -----------             ----------
Total current assets                                                         30,996                 32,999

Property and equipment, net                                                  53,940                 51,796
Intangible assets, net                                                      108,851                112,083
Deferred tax assets                                                           4,057                      -
Other assets                                                                    270                    291
                                                                        -----------             ----------
Total assets                                                               $198,114               $197,169
                                                                        ===========             ==========

Liabilities and stockholder's equity
 Current liabilities:
   Accounts payable                                                        $ 23,344               $ 14,643
   Accrued expenses                                                          15,309                 16,937
   Accrued interest                                                           5,460                  2,515
   Short-term borrowings                                                      1,395                      -
   Current portion of capital lease                                           1,502                  1,269
                                                                        -----------             ----------
Total current liabilities                                                    47,010                 35,364

Deferred tax liability                                                            -                  2,168
Capital lease                                                                 3,056                  3,894
Long-term debt                                                              101,263                100,571
                                                                        -----------             ----------
Total liabilities                                                           151,329                141,997

Commitments and contingencies

Stockholder's equity:
   Class B common stock, par value $.01 per share, 1,000 shares
     authorized, 10 shares issued and outstanding                                 -                      -
   Additional paid-in capital                                                50,298                 50,298
   Retained (deficit) earnings                                               (3,513)                 4,874
                                                                         ----------             ----------
Total stockholder's equity                                                   46,785                 55,172
                                                                         ----------             ----------
Total liabilities and stockholder's equity                                 $198,114               $197,169
                                                                         ==========             ==========
</TABLE>


                                                                               3


See accompanying notes.




<PAGE>




                                G+G Retail, Inc.

                 Condensed Consolidated Statements of Operations
                                   (Unaudited)

                                 (In thousands)


<TABLE>
<CAPTION>
                                                        ---------------------------------------------------------------------
                                                           Three months      Three months      Nine months      Nine months
                                                          ended November    ended October     ended November   ended October
                                                             3, 2001           28, 2000          3, 2001          28, 2000
                                                        ---------------------------------------------------------------------
<S>                                                             <C>               <C>              <C>              <C>
Net sales                                                       $90,601           $85,661          $264,593         $236,377
Cost of sales (including occupancy costs)                        56,529            53,502           170,082          154,756
Selling, general, administrative and buying expenses             30,023            26,551            87,428           76,001
Depreciation and amortization expense                             3,553             3,317            10,986            9,604
                                                        ---------------------------------------------------------------------
Operating income (loss)                                             496             2,291            (3,903)          (3,984)

Interest expense                                                  3,624             3,581            10,831           10,573
Interest income                                                      13                16               122              229
                                                        ---------------------------------------------------------------------
Loss before benefit from income taxes                            (3,115)           (1,274)          (14,612)         (14,328)

Benefit from income taxes                                        (1,327)             (543)           (6,225)          (6,104)

                                                        ---------------------------------------------------------------------
Net loss                                                        $(1,788)          $  (731)         $ (8,387)        $ (8,224)
                                                        =====================================================================
</TABLE>

See accompanying notes.


                                                                               4




<PAGE>


                                G+G Retail, Inc.

                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

                                 (In thousands)

<TABLE>
<CAPTION>
                                                                            Nine months       Nine months
                                                                           ended November     ended October
                                                                              3, 2001           28, 2000
                                                                           ---------------    -------------
<S>                                                                            <C>                <C>
Operating activities
Net loss                                                                     $ (8,387)         $ (8,224)
Adjustments to reconcile net loss to net
cash used in operating activities:
  Depreciation and amortization                                                10,986             9,604
  Amortization of debt issue costs                                              1,410             1,324
  Write-off of closed store fixed assets                                          145              --
  Deferred taxes                                                               (6,225)           (2,748)
  Changes in assets and liabilities:
   Accounts receivable, prepaid expenses and other assets                         117              (341)
   Income taxes receivable                                                       --                (280)
   Merchandise inventories                                                    (12,661)          (11,746)
   Accounts payable, accrued expenses and accrued interest                     10,018            15,658
   Income taxes payable                                                          --              (3,250)
                                                                            ----------         ---------
Net cash used in operating activities                                          (4,597)               (3)

Investing activities
Capital expenditures, net                                                     (10,350)          (22,560)
                                                                            ----------         ---------
Net cash used in investing activities                                         (10,350)          (22,560)

Financing activities
Proceeds from short-term borrowings                                            19,395            11,300
Proceeds from capital lease                                                       375             3,678
Payment of debt issuance costs                                                   (411)             --
Payment of short-term borrowings                                              (18,000)          (10,100)
Payment of capital lease                                                         (980)             (518)
                                                                            ----------         ---------
Net cash provided by financing activities                                         379             4,360
                                                                            ----------         ---------

Net decrease in cash and short-term investments                               (14,568)          (18,203)
Cash and short-term investments, beginning of period                           14,568            19,093
                                                                            ----------         ---------
Cash and short-term investments, end of period                               $   --            $    890
                                                                            ==========         =========

Supplemental cash flow disclosures
 Cash paid for:
Interest                                                                     $  6,417          $  6,205
                                                                            ==========         =========
Income taxes, net of cash refunds of $1,171
 for the nine months ended October 28, 2000                                  $    118          $    227
                                                                            ==========         =========
</TABLE>


                See accompanying notes


                                                                               5




<PAGE>



                                G+G Retail, Inc.

         Notes to Unaudited Condensed Consolidated Financial Statements



Note 1    The accompanying financial statements have been prepared in accordance
          with generally accepted accounting principles ("GAAP") for interim
          financial information and with the instructions to Form 10-Q and
          Article 10 of Regulation S-X. Accordingly, they do not include all of
          the information and footnotes required by GAAP for complete financial
          statements. In the opinion of the Company's management, the
          accompanying unaudited financial statements contain all adjustments
          (consisting only of normal recurring accruals) considered necessary to
          present fairly: (1) its financial position as of November 3, 2001, (2)
          the results of its operations for the three and nine months ended
          November 3, 2001 and October 28, 2000 and (3) its cash flows for the
          nine month period ended November 3, 2001 and October 28, 2000. The
          balance sheet at February 3, 2001 has been derived from financial
          statements at that date but does not include all of the information
          and footnotes required by generally accepted accounting principles for
          complete financial statements. These financial statements should be
          read in conjunction with the consolidated financial statements and
          footnotes thereto included in the Company's Form 10-K for the fiscal
          year ended February 3, 2001 filed on May 4, 2001. The interim
          operating results are not necessarily indicative of the results that
          may be expected for an entire year.

Note 2    On May 17, 1999, the Company and G+G Retail Holdings, Inc.
          ("Holdings" or the "Parent") completed a private placement of 107,000
          units consisting in the aggregate of $107.0 million face amount of 11%
          Senior Notes ("Senior Notes") due May 15, 2006 with interest payable
          semi-annually and warrants to purchase 8,209 shares of non-voting
          class D Common Stock of Holdings at an exercise price of $.01 per
          share. On November 2, 1999, all of the Senior Notes were exchanged for
          an equal amount of exchange notes that are freely tradable.

Note 3    The Company is a party to a Loan and Security Agreement, which expires
          in May 2004, and provides for a revolving credit facility
          ("Facility"), subject to eligible inventory and credit card
          receivables, not to exceed $30.0 million, of which $10.0 million can
          be used for letters of credit. There were approximately $1.4 million
          of outstanding borrowings under the Facility at November 3, 2001.
          Outstanding letters of credit under the Facility totaled $491,000 at
          November 3, 2001. Interest on outstanding borrowings can range either
          from Prime to Prime plus .25% or from 1.50% over the Eurodollar Rate
          to a maximum 2.25% over the Eurodollar Rate, based on the
          profitability and amount of indebtedness of the Company.


                                                                               6




<PAGE>



Note 4    In June 2001, the Financial Accounting Standards Board issued
          Statement of Financial Accounting Standards No. 141, Business
          Combinations, and No. 142, Goodwill and Other Intangible Assets,
          effective for fiscal years beginning after December 15, 2001. Under
          the new rules, goodwill and intangible assets deemed to have
          indefinite lives will no longer be amortized but will be subject to
          annual impairment tests in accordance with the Statements. Other
          intangible assets will continue to be amortized over their useful
          lives.

          The Company will apply the new rules on accounting for goodwill and
          other intangible assets beginning in the first quarter of fiscal 2003.
          Application of the nonamortization provisions of the Statement is
          expected to result in an increase in net income. During fiscal 2003,
          the Company will perform the first of the required impairment tests of
          goodwill and indefinite lived intangible assets as of February 2, 2002
          and has not yet determined what the effect of these tests will be on
          the earnings and financial position of the Company.


          In August 2001, the Financial Accounting Standards Board issued
          Statement of Financial Accounting Standards No. 143, Accounting for
          Asset Retirement Obligations (FAS 143), which requires entities to
          record the fair value of a liability for an asset retirement
          obligation in the period in which it is incurred. When the liability
          is initially recorded, the entity capitalizes a cost by increasing the
          carrying amount of the related long-lived asset. Over time, the
          liability is accreted to its present value each period, and the
          capitalized cost is depreciated over the useful life of the related
          asset. Upon settlement of the liability, an entity either settles the
          obligation for its recorded amount or incurs a gain or loss upon
          settlement. FAS 143 is effective for fiscal years beginning after June
          15, 2002, with earlier application encouraged. The Company expects to
          adopt FAS 143 beginning in the first quarter of fiscal 2003 and it has
          not yet determined the effect, if any, the adoption of FAS 143 will
          have on the Company's financial position and results of operations.

          In August 2001, the Financial Accounting Standards Board issued
          Statement of Financial Accounting Standards No. 144, Accounting for
          the Impairment or Disposal of Long-Lived Assets (FAS 144), which
          addresses financial accounting and reporting for the impairment or
          disposal of long-lived assets and supersedes SFAS No. 121, Accounting
          for the Impairment of Long-Lived Assets and for Long-Lived Assets to
          be Disposed Of, and the accounting and reporting provisions of APB
          Opinion No. 30, Reporting the Results of Operations for a disposal of
          a segment of a business. FAS 144 is effective for fiscal years
          beginning after December 15, 2001, with earlier application
          encouraged. The Company expects to adopt FAS 144 beginning in the
          first quarter fiscal 2003 and it has not yet determined the effect, if
          any, the adoption of FAS 144 will have on the Company's financial
          position and results of operations.


                                                                               7




<PAGE>



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

Overview

We are a leading national mall-based retailer of popular price female junior and
pre-teen apparel. For over 30 years, we and our predecessors have built a
reputation for providing fashion apparel and accessories distinctly targeted at
teenaged women. Our core customers are young women principally between the ages
of 13 to 19 years old. We sell substantially all of our merchandise under
private label names including Rave, Rave Up, In Charge, R4R, Rave City and Rave
Girl, which provide our customers with fashionable, quality apparel and
accessories at lower prices than brand name merchandise. Our emphasis on
sourcing merchandise domestically and our efficient distribution system allow
for short inventory lead times, which facilitates quick response to the latest
fashion trends. As of November 3, 2001, we had 543 operating stores principally
located in major enclosed regional shopping malls throughout the United States,
Puerto Rico, and the U.S. Virgin Islands primarily under the G+G, Rave and Rave
Girl names. Our stores average approximately 2,400 gross square feet with
approximately 25 feet of mall frontage and are designed to create a lively and
exciting shopping experience for teenaged customers.

In July 1999, we started our Rave Girl chain of stores, which sells fashion
apparel and accessories targeted at girls aged 7 to 12 years old. At November 3,
2001, there were 80 Rave Girl stores in operation throughout the United States
and Puerto Rico. Our Rave Girl stores are approximately 2,000 gross square feet
and are designed with bright colors, unique lighting and exciting graphics.

In August 1998, we acquired the business of G&G Shops, Inc. and the stores
operated by subsidiaries of Petrie Retail, Inc. and the trademarks and other
assets used in that business. We obtained financing for the acquisition by a net
capital contribution by G+G Retail Holdings, Inc., our parent company, to us of
$49.8 million and by borrowing $90.0 million under senior bridge notes that we
subsequently repaid with the issuance of our senior notes. We accounted for the
acquisition under the purchase method of accounting.


Results of Operations

Comparison of The Third Quarter of Fiscal 2002 and The Third Quarter of
Fiscal 2001

Net sales increased $4.9 million or 5.7% to $90.6 million in the third quarter
of fiscal 2002 as compared to $85.7 million in the third quarter of fiscal 2001.
The increase in net sales was due to the opening of new stores which contributed
$3.7 million to net sales in the third quarter of fiscal 2002 and a $1.2
million, or 1.5%, increase in same store sales compared to the third quarter of
fiscal 2001. Average sales per gross square foot were $71 in both the third
quarter fiscal 2002 and 2001. We operated 543 stores at the end of the third
quarter of fiscal 2002 as compared to 515 stores at the end of the third quarter
of fiscal 2001, as a result of opening 49 new stores and closing 21 stores.


                                                                               8




<PAGE>



Cost of sales, including occupancy costs, increased 5.6% to $56.5 million in the
third quarter of fiscal 2002 from $53.5 million in the third quarter of fiscal
2001. As a percentage of net sales, cost of sales including occupancy costs was
62.4% in both the third quarter of fiscal 2002 and fiscal 2001. This was the
result of a 1.0% decrease in cost of sales and a 1.0% increase in occupancy
costs. The decrease in the cost of sales as a percentage of net sales was due to
an increase in the initial mark-on. The increase in occupancy costs as a
percentage of net sales resulted primarily from an overall increase in occupancy
costs.

Selling, general, administrative and buying expenses increased 12.8% from $26.6
million in the third quarter of fiscal 2001 to $30.0 million in the third
quarter of fiscal 2002. As a percentage of net sales, these expenses increased
to 33.1% in the third quarter of fiscal 2002 as compared to 31.0% in the third
quarter of fiscal 2001. The $3.4 million increase resulted from additional
selling costs related to new store openings, an increase in same store selling
expenses and an increase in administrative costs.

Depreciation and amortization expense for the third quarter of fiscal 2002 was
$3.6 million as compared to $3.3 million for the third quarter of fiscal 2001.
The increase of $300,000 is attributable to the additional depreciation and
amortization expense related to new stores, remodels and relocations.

Interest expense in the third quarter of fiscal 2002 was $3.6 million or 4.0% of
net sales as compared to $3.6 million or 4.2% of net sales for the third quarter
of fiscal 2001. Interest expense for both the third quarter of fiscal 2002 and
2001 reflects interest on the capital lease, (as described in Liquidity and
Capital Resources) short-term borrowings, senior notes and amortization of the
$7.3 million original issue discount, the $470,000 value assigned to the
warrants issued by Holdings, our parent company, and the deferred financing
costs.

The income tax benefit for the third quarter of fiscal 2002 was $1.3 million as
compared to $543,000 in the third quarter of fiscal 2001. The income tax benefit
rate was 42.6% in both fiscal quarters.

The net loss increased from $731,000 in the third quarter of fiscal 2001 to a
loss of $1.8 million in the third quarter of fiscal 2002 due to the factors
discussed above.


Comparison of The First Nine Months of Fiscal 2002 and The First Nine Months of
Fiscal 2001

Net sales increased $28.2 million or 11.9% to $264.6 million in the first nine
months of fiscal 2002 as compared to $236.4 million in the first nine months of
fiscal 2001. The increase in net sales was due to the opening of new stores,
which contributed $23.4 million to net sales in the first nine months of fiscal
2002, and a $4.8 million or 2.1% increase in same store sales. Average sales per
gross square foot increased 3.5% to $207 in the first nine months of fiscal 2002
from $200 in the first nine months of fiscal 2001.


                                                                               9




<PAGE>



Cost of sales, including occupancy costs, increased 9.9% to $170.1 million in
the first nine months of fiscal 2002 from $154.8 million in the first nine
months of fiscal 2001. As a percentage of net sales, cost of sales including
occupancy costs decreased 1.2% from 65.5% in the first nine months of fiscal
2001 to 64.3% in the first nine months of fiscal 2002. This 1.2% decrease
resulted from a 1.7% decrease in the cost of sales and a 0.5% increase in
occupancy costs as a percent of sales. The decrease in the cost of sales as a
percentage of net sales was due to an increase in the initial mark-on and a
decrease in markdowns as a percent of sales. The occupancy cost increase as a
percent of sales resulted primarily from an overall increase in occupancy costs.

In the first nine months of fiscal 2002, selling, general, administrative and
buying expenses totaled $87.4 million compared to $76.0 million in the first
nine months of fiscal 2001. As a percent of sales, these expenses increased from
32.1% in the first nine months of fiscal 2001 to 33.0% in the first nine months
of fiscal 2002. The $11.4 million increase resulted from additional selling
costs related to new store openings, an increase in same store selling expenses
and an increase in administrative costs.

Depreciation and amortization expense for the first nine months of fiscal 2002
was $11.0 million as compared to $9.6 for the first nine months of fiscal 2001.
The increase is attributable to additional depreciation and amortization expense
related to new stores, remodels and relocations.

Interest expense in the first nine months of fiscal 2002 was $10.8 million or
4.1% of net sales as compared to $10.6 million or 4.5% of net sales for the
first nine months of fiscal 2001. Interest expense for the first nine months of
fiscal 2002 and 2001 reflects interest on the capital lease, short-term
borrowings, senior notes and amortization of the $7.3 million original issue
discount, the $470,000 value assigned to the warrants issued by Holdings, our
parent company, and the deferred financing costs.

The income tax benefit for the first nine months of fiscal 2002 was $6.2 million
as compared to $6.1 million for the first nine months of fiscal 2001. The income
tax benefit rate was 42.6% in both nine month periods.

The net loss increased from $8.2 million in the first nine months of fiscal 2001
to a loss of $8.4 million in the first nine months of fiscal 2002 due to the
factors discussed above.


Liquidity and Capital Resources

Our primary sources of liquidity are cash flow from operating activities and
borrowings under our revolving credit facility. Our primary cash requirements
are for: (i) seasonal working capital, (ii) the construction of new stores,
(iii) the remodeling or upgrading of existing stores as necessary, and (iv)
upgrading and maintaining our computer system.

Our revolving credit facility provides for a line of credit in an amount of up
to $30.0 million (including a sub limit of $10.0 million for letters of credit)
and matures in May 2004. We may use the revolving credit facility for general
operating, working capital and other ordinary corporate purposes. Amounts
available under the revolving credit facility are subject to the value of our
eligible inventory and credit card receivables, subject to


                                                                              10




<PAGE>



certain conditions. The borrowing base provides for seasonal fluctuations in
inventory with peak borrowing availability during the months of July through
November. Interest on outstanding borrowings can range either from Prime to
Prime plus .25% or from 1.50% over the Eurodollar Rate to a maximum 2.25% over
the Eurodollar Rate, based on our profitability and amount of indebtedness. The
revolving credit facility subjects us to a minimum net worth covenant (as
defined) of $40.0 million for any month during which the excess availability is
equal to or less than $7.5 million. The facility also contains other customary
restrictive covenants. Our obligations under the revolving credit facility are
secured by a lien on substantially all of our assets, excluding our leasehold
interests. As of November 3, 2001, we had approximately $1.4 million of
borrowings outstanding under the revolving credit facility and $491,000 of
letters of credit outstanding.

Net cash used in operating activities in the first nine months of fiscal 2002
was $4.6 million as compared to approximately $3,000 in the first nine months of
fiscal 2001. The increase in net cash used in operating activities was
principally due to the fact that our accounts payable build in the first nine
months of fiscal 2002 was less than in the first nine months of fiscal 2001.

Capital expenditures for the first nine months of fiscal 2002 and the first nine
months of fiscal 2001 were $10.4 million and $22.6 million, respectively.
Management estimates that capital expenditures for the remaining three months of
fiscal 2002 will be approximately between $2.0 million and $3.0 million.

We have an agreement from a lending institution for $6.5 million of capital
lease financing for the purchase of the point of sale equipment and software.
The lease provides for monthly payments that depend on the amount of equipment
leased. The lease terms include variable interest rates based on the purchase
date and expire five years from the date of the initial equipment financed. The
capital lease obligation outstanding as of November 3, 2001 was $4.6 million.

We review the operating performance of our stores on an ongoing basis to
determine which stores, if any, to close. We closed nineteen stores in fiscal
2001, eleven stores in the first nine months of fiscal 2002 and anticipate
closing approximately ten additional stores during the remaining three months of
fiscal 2002. We closed nine stores in the first nine months of fiscal 2001.

We historically have maintained negligible accounts receivable balances since
our customers primarily pay for their purchases with cash, checks and
third-party credit cards which are promptly converted to cash.

On May 17, 1999, we and Holdings completed a private placement of an aggregate
of $107.0 million face amount of outstanding notes issued by us and warrants
issued by Holdings to purchase 8,209 shares of its nonvoting Class D Common
Stock at an exercise price of $0.01 per share. The net proceeds from this
private placement were $93.9 million, after deducting the original issue
discount of $7.3 million and fees of $5.8 million. We used the net proceeds to
repay the senior bridge notes and for general corporate purposes. On November 2,
1999, our privately placed notes were exchanged for notes that are freely
tradable. As of November 3, 2001, our indebtedness under our senior notes
totaled $101.3 million, which reflects the aggregate face amount of the notes


                                                                              11




<PAGE>



of $107.0 million, net of $5.4 of unamortized original issue discount, and
approximately $305,000 of unamortized value assigned to the warrants issued by
Holdings. The interest on the notes is 11% per annum, payable semi-annually.

We have minimum annual rental commitments of approximately $26.0 million in
fiscal 2002 under existing store leases and the leases for our corporate
headquarters and distribution center.

We believe that our cash flow from operating activities, and borrowings
available under the revolving credit facility will be sufficient to meet our
operating requirements and currently planned capital expenditures through the
end of fiscal 2003. In addition, we believe that cash flow from operations will
be sufficient to cover the interest expense arising from the revolving credit
facility, capital lease and our long-term debt. However, the sufficiency of our
cash flow is affected by numerous factors affecting our operations, including
factors beyond our control. See the statement regarding forward looking
disclosures.

If a "change of control" (as defined in the indenture agreement for our senior
notes) occurs, we will be required under the indenture to offer to repurchase
all the notes. However, we may not have sufficient funds at the time of the
change of control to make the required repurchases, or restrictions in our
revolving credit facility may prohibit the repurchases. We may not be able to
raise enough money to finance the change of control offer required by the
indenture related to the senior notes. If there is a change in control, we could
be in default under the indenture. In addition, upon a change of control (as
defined in the Holdings Certificate of Incorporation), Holdings may not have
sufficient funds to redeem its preferred stock unless we pay a dividend of such
amount to them.


Seasonality and Quarterly Operating Results

Our fourth fiscal quarter historically accounts for the largest percentage of
our annual net sales. Our first fiscal quarter historically accounts for the
smallest percentage of annual net sales. In fiscal 2001, our first quarter and
fourth quarter accounted for approximately 21.2% and 32.5% of annual net sales,
respectively.

Our quarterly results of operations may also fluctuate significantly as a result
of a variety of factors, including the timing of store openings, the amount of
revenue contributed by new stores, changes in the mix of products sold, the
timing and level of markdowns, the timing of store closings and expansions,
competitive factors, weather fluctuations and general economic conditions.

Inflation

We do not believe that inflation has had a material effect on the results of
operations during the past three fiscal years. However, our business may be
affected by inflation in the future.


                                                                              12




<PAGE>



Statement Regarding Forward Looking Disclosure

Certain sections of this Report, including the preceding "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
contain various forward looking statements within the meaning of Section 27A of
the Securities Act of 1933, and Section 21E of the Securities Exchange Act of
1934, which represent our expectations or beliefs concerning future events. We
caution that these statements are further qualified by important factors that
could cause actual results to differ materially from those in the forward
looking statements, including, without limitation, our ability to expand and to
increase comparable store sales, the sufficiency of our working capital and cash
flows from operating activities, a decline in the demand for our merchandise,
our ability to locate and obtain acceptable store sites and lease terms or renew
existing leases, our ability to gauge the fashion tastes of our customers and
provide merchandise that satisfies customer demand, our management's ability to
manage expansion, the effect of economic conditions, changes in customer
shopping habits, including the effect that the September 11, 2001 terrorist
attacks had on the United States and events following the attacks may have on
mall shopping, the effect of severe weather or natural disasters and the effect
of competitive pressures from other retailers. For a discussion of these and
other factors that could cause results to differ from the expectations and
projections expressed in this report, see the Forward Looking Statements and
Factors Affecting Future Performance section of the Company's Annual Report on
Form 10-K for the fiscal year ended February 3, 2001, filed with the Securities
and Exchange Commission on May 4, 2001.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

        Not applicable


                                                                              13




<PAGE>



                           Part II. Other Information


Item 6 - Exhibits and Reports on Form 8-K:

    (a)   Exhibits

    3.01  Certificate of Incorporation of G+G Retail, Inc., incorporated by
          reference to the registrant's Registration Statement on Form S-4,
          declared effective by the SEC on October 4, 1999 (File No. 333-81307)
          (the "S-4").

    3.02  Amended and Restated By-Laws of G+G Retail, Inc., incorporated by
          reference to the S-4.

    4.01  Indenture, dated as of May 17, 1999, by and between G+G Retail, Inc.,
          as issuer, and U.S. Bank Trust National Association, as trustee,
          incorporated by reference to the S-4.

    4.02  Form of 11% Senior Note due 2006 of G+G Retail, Inc., incorporated by
          reference to the S-4.

    4.03  A/B Exchange Registration Rights Agreement, dated as of May 17, 1999,
          by and between G+G Retail, Inc. and U.S. Bancorp Libra, incorporated
          by reference to the S-4.


    (b)   Reports on Form 8-K

    None


                                                                              14




<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 thereunto duly authorized.


<TABLE>
            <S>                               <C>
                                                       G+G RETAIL, INC.


           Date December 14, 2001             By / s / Michael Kaplan
                -----------------               -------------------------------
                                           Michael Kaplan, Chief Financial Officer
                                          (signing on behalf of the registrant and
                                               as principal financial officer)
</TABLE>


                                                                              15




<PAGE>



                                  EXHIBIT INDEX


Exhibit        Description


    3.01       Certificate of Incorporation of G+G Retail, Inc., incorporated by
               reference to the registrant's Registration Statement on Form S-4,
               declared effective by the SEC on October 4, 1999 (File No.
               333-81307) (the "S-4").

    3.02       Amended and Restated By-Laws of G+G Retail, Inc., incorporated by
               reference to the S-4.

    4.01       Indenture, dated as of May 17, 1999, by and between G+G Retail,
               Inc., as issuer, and U.S. Bank Trust National Association, as
               trustee, incorporated by reference to the S-4.

    4.02       Form of 11% Senior Note due 2006 of G+G Retail, Inc.,
               incorporated by reference to the S-4.


    4.03       A/B Exchange Registration Rights Agreement, dated as of May 17,
               1999, by and between G+G Retail, Inc. and U.S. Bancorp Libra,
               incorporated by reference to the S-4.