FORM 10-QSB
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB
(Mark One)
----
 X       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
____     SECURITIES EXCHANGE ACT OF 1934

                      For the Quarter Ended April 30, 1999
OR
----
         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
____     OF THE SECURITIES EXCHANGE ACT OF 1934.

        For the transition period from ______________ to ______________
                          Commission File Number 1-9135

                   ADRIEN ARPEL, INC., (Formerly Alfin, Inc.)


             (Exact name of registrant as specified in its charter)

            New York                                        13-3032734
 (State or other jurisdiction of                         (I.R.S. Employer
  incorporation or organization)                       Identification Number)

              5353 North 16th Street, Suite 190, Phoenix, AZ 85016

              (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code (800) 944-2534

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

APPLICABLE ONLY TO CORPORATE ISSUERS:  Indicate the number of shares outstanding
of each of the issuer's  classes of common stock,  as of the latest  practicable
date:  14,525,025  shares of common stock, $.01 par value per share, at June 12,
1999.


<PAGE>



                   ADRIEN ARPEL, INC., (Formerly Alfin, Inc.)

                                   FORM 10-QSB


                                      INDEX


                                                                            Page


PART I -    FINANCIAL INFORMATION

  Item 1.   Financial Statements:


            Consolidated Balance Sheets April 30, 1999 (unaudited)
            and July 31, 1998                                               2-3


            Consolidated Statements of Operations for the nine
            month periods ended April 30, 1999 and 1998 (unaudited)
                                                                             4

            Consolidated Statements of Cash Flows for the nine
            month periods ended April 30, 1999 and 1998 (unaudited)
                                                                             5

            Notes to Consolidated Financial Statements (unaudited)
                                                                            6-9

   Item 2.  Management's Discussion and Analysis of Financial
            Condition and Results of Operations
                                                                           10-13

PART II -   EXHIBITS AND REPORTS ON FORM 8-K
-------     --------------------------------

   Item 6.  Exhibits and Reports on Form 8-K

                None

   Signatures                                                               14






<PAGE>

<TABLE>

<CAPTION>


                   ADRIEN ARPEL, INC., (Formerly Alfin, Inc.)
                           CONSOLIDATED BALANCE SHEETS



ASSETS                                                         April 30,                July 31,
                                                                  1999                    1998
                                                              (unaudited)              (audited)
                                                           ------------------       -----------------
<S>                                                        <C>                      <C>
CURRENT ASSETS:

Cash & cash equivalents                                             $ 45,588                $433,943

Accounts receivable, net of allowances for
 doubtful accounts and chargebacks of
 $1,192,056 and $868,116, respectively and
 sales allowances of $82,764 and $83,957, respectively
                                                                      92,457                 171,529
Inventories, net of reserves                                       1,340,630               1,743,684

Prepaid expenses and other current assets                             76,711                 876,248
                                                            -----------------       -----------------

Total current assets                                               1,555,386               3,225,404

PROPERTY AND EQUIPMENT, NET                                          108,934                 256,864

OTHER ASSETS                                                          85,305                 183,597
                                                            -----------------       -----------------

Total assets                                                      $1,749,625              $3,665,865
                                                            =================       ==================


</TABLE>


                 See notes to consolidated financial statements



<PAGE>


<TABLE>

<CAPTION>

                   ADRIEN ARPEL, INC., (Formerly Alfin, Inc.)
                           CONSOLIDATED BALANCE SHEETS


                                                                          April 30,                      July 31,
                                                                            1999                          1998
LIABILITIES AND SHAREHOLDERS' EQUITY, (DEFICIENCEY)                      (unaudited)                    (audited)
---------------------------------------------------                  ------------------           -------------------
<S>                                                                  <C>                          <C>
CURRENT LIABILITIES

Due to related parties                                                $        143,157             $          62,517
Accounts payable                                                             1,589,125                       818,699
Accrued expenses-other                                                       1,189,793                     1,009,099
                                                                     ------------------           --------------------
Total current liabilities                                                    2,922,075                     1,890,315



CONVERTIBLE NOTE - RELATED PARTIES                                             500,000                       500,000
                                                                     ------------------           --------------------
Total liabilities                                                            3,422,075                     2,390,315
                                                                     ------------------           --------------------
REDEEMABLE PREFERRED STOCK                                                     750,000                       750,000

SHAREHOLDERS' EQUITY:(DEFICIENCY)
  Common stock, $.01 par value,
  50,000,000 shares authorized;
  14,525,025 and 14,146,366 shares
  issued and outstanding at April 30,1999
  and July 31, 1998.  Respectively                                             143,111                       141,463

Additional paid-in capital                                                  16,202,887                    16,131,512

Accumulated deficit                                                        (18,768,448)                  (15,747,425)
                                                                   ---------------------          --------------------
Total shareholders' equity,
(deficiency)                                                                (2,422,450)                      525,550
                                                                   =====================          --------------------
Total liabilities and shareholders' equity, (deficiency)           $         1,749,625             $       3,665,865
                                                                   =====================          ====================

</TABLE>


                 See notes to consolidated financial statements.







<PAGE>



<TABLE>

<CAPTION>

                   ADRIEN ARPEL, INC., (Formerly Alfin, Inc.)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                       Three Months Ended                              Nine Months Ended
                                                            April 30,                                      April 30,
                                            ------------------------------------------    ------------------------------------------
                                                   1999                     1998                    1999                    1998
                                                   ----                     ----                    ----                    ----
<S>                                         <C>                   <C>                      <C>                  <C>

Net Sales                                   $      921,246        $      1,471,572         $     4,721,280      $       5,247,635

Cost of goods sold                                 616,167                 282,155               1,708,122              1,436,254
                                            ------------------    --------------------    ------------------    --------------------
Gross profit on sales                              305,079               1,189,417               3,013,158              3,811,381

Selling, general and
administrative expenses                          1,498,540               1,092,134               5,870,300              5,940,762
                                            ------------------    --------------------    ------------------    --------------------
Operating (loss)income                          (1,193,461)                 97,283              (2,857,142)            (2,129,381)

Other (expense) income
  Non Cash Finance Charges                         (20,520)               (326,042)                (80,640)              (326,042)
  Interest (expense)
  income                                           (26,395)                (10,210)                (83,241)                51,541
  Other Income                                           0               1,000,000                       0              1,000,000
                                            ------------------    --------------------    ------------------    --------------------
Total other (expense) income                       (46,915)                663,748                (163,881)               725,499
                                            ------------------    --------------------    ------------------    --------------------

NET (LOSS)INCOME                            $   (1,240,376)       $       761,031         $     (3,021,023)     $      (1,403,882)
                                            ==================    ====================    ==================    ====================

Weighted average number of common
and common equivalent shares
                                                14,407,421              12,057,758              14,525,025             12,018,866
                                            ------------------    --------------------    ------------------    --------------------
BASIC (LOSS) INCOME PER
  SHARE AVAILABLE TO
  COMMON SHAREHOLDERS                       $        (0.09)       $           0.06        $          (0.21)     $           (0.12)
                                            ==================    ====================    ==================    ====================
</TABLE>


                 See notes to consolidated financial statements








<PAGE>

<TABLE>

<CAPTION>

                                          ADRIEN ARPEL, INC., (Formerly Alfin, Inc.)
                                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                         (UNAUDITED)

                                                                   Nine Months Ended
                                                                       April 30,
                                                      --------------------------------------------
                                                             1999                     1998
                                                             ----                     ----
<S>                                                   <C>                      <C>
Cash Flows from Operating Activities:
Net Loss                                              $      (3,021,023)       $      (1,403,882)

                                                      --------------------     --------------------
Adjustments to Reconcile Net Loss to Net Cash
  Provided by (Used in) Operating Activities:
  Depreciation & Amortization                                   156,978                286,430
  Non cash financing cost                                        80,640                326,042
  Decrease(increase) in Accounts Receivable                      79,072               (641,141)
  Decrease in Inventory                                         403,054                404,830
  Decrease in Prepaid Expenses & Other Assets                   827,737                  4,985
Increase (Decrease) Accounts Payable
  & Accrued Expenses                                            951,120                (91,402)
                                                      --------------------     --------------------
Total Adjustments                                             2,498,601                 289,744
                                                      --------------------     --------------------
  Net Cash Used in Operating Activities                        (522,422)             (1,114,138)
                                                      --------------------     --------------------

Cash Flows from Investing Activities
Capital Expenditures                                             (9,048)               (101,255)
                                                      --------------------     --------------------
Cash Flows from Financing Activities

Proceeds from Issuance of Common Stocks                         143,115                       0
Proceeds from debt obligations                                        0                 500,000
Proceeds from related parties                                         0                 250,000
                                                      --------------------     --------------------
Cash Provided by Financing Activities                           143,115                 750,000

Net Decrease in Cash and cash equivalents                      (388,355)               (465,393)
Cash and cash equivalents at Beginning of Period                433,943                 658,378
                                                      --------------------     --------------------
Cash and cash equivalents at End of Period            $          45,588        $        192,985
                                                      ====================     ====================

Cash Paid during the quarter ended
Interest                                              $               0                       0
Income Taxes                                          $               0                     732

</TABLE>


                 See notes to consolidated financial statements



<PAGE>



                   ADRIEN ARPEL, INC., (Formerly Alfin, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 April 30, 1999
                                   (Unaudited)


(1)      Summary of significant accounting policies:

In the opinion of management, the accompanying consolidated financial statements
contain  all of the  adjustments  necessary  to  present  fairly  the  Company's
financial  position at April 30, 1999 (unaudited) and July 31, 1998, the results
of its  operations  for the three and nine months  ended April 30, 1999 and 1998
(unaudited) and the cash flows for the nine months ended April 30, 1999 and 1998
(unaudited).  All adjustments are of a normal recurring nature. The consolidated
balance  sheet at July 31, 1998 was taken from  audited  consolidated  financial
statements  previously filed with the Securities and Exchange  Commission on the
Company's Form 10K.

All significant  intercompany  transactions and accounts have been eliminated in
consolidation.  Interim  period  results are not  necessarily  indicative of the
results of operations for a full year.

These  quarterly  financial  statements  should be read in conjunction  with the
Company's  audited financial  statements  contained in the Annual Report on Form
10-K for the fiscal  year ended July 31,  1998,  filed with the  Securities  and
Exchange Commission.

Going Concern

During  fiscal  year 1998 and during the three and nine  months  ended April 30,
1999,  losses from  operations and cash used in operations  were incurred by the
Company.  The  Company  has  suffered  losses  since the  discontinuance  of its
appearances on the Home Shopping  Network  ("HSN").  The Company's  relationship
with HSN ended during January 1997, due to a contract  dispute with Ms. Adrienne
Newman.  A  description  of the Company's  relationship  with Ms. Newman and its
previous  relationship  with HSN are described in detail in the  Company's  Form
10-K filed with the Securities and Exchange Commission for the period ended July
31, 1998.

In February 1998,  the Company's  then board of directors  approved an agreement
with an  investment  group  headed by Barry W.  Blank  (the  "Blank  Group").  A
detailed  description  of the  Company's  relationship  with the Blank  Group is
contained  in the  Company's  Form 10-K filed with the  Securities  and Exchange
Commission for the period ended July 31, 1998.

Since the  discontinuance  of the  Company's  business with HSN, the Company has
primarily been dependent upon cash provided by the Blank Group,  an interim loan
group and a private equity finance  offering.  The Company is  substantially  in
default on its  obligations  and has been  unable  satisfy  current  obligations
related to vendor  commitments  and  employee  compensation.  During the quarter
ended April 30,  1999,  the Company  dramatically  reduced  its  operations  and
reduced its workforce from  approximately  eighty two direct employee's to nine.
The Company is currently  severely out of stock in finished goods  inventory and
is therefore  unable to satisfy the majority of customer  orders  received.  The
Company is currently  pursuing  various  alternatives  in an effort to remain in
business.  There can be no  assurance  that the Company  will be  successful  in
obtaining a relationship  under which it will be able to continue or that such a
relationship,  if obtained,  will generate  enough cash to satisfy the Company's
liabilities.  If the Company is not  successful  the Company will be required to
cease doing business.  This uncertainty raises doubt about the company's ability
to continue as a going concern.

                                       6

<PAGE>

                   ADRIEN ARPEL, INC., (Formerly Alfin, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 April 30, 1999
                                   (Unaudited)

Concentration of Credit Risk

Financial  instruments that potentially subject the Company to concentrations of
credit risk  consist  principally  of trade  receivables.  The  Company's  major
customers have been department stores in the United States and Canada.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Advertising Expenses

The Company advertises through cooperative  advertising  programs,  catalogs and
the Internet. Department store advertising costs as a percentage of consolidated
net sales was 18.4% and 12.0% for the nine months  ended April 30, 1999 and 1998
respectively.  The Company expenses all advertising costs in the period in which
the cost is incurred.

Concentration of Revenues

The Company recognizes revenue at the time orders are shipped to customers.  For
the nine months ended April 30, 1999 approximately  86.8% of the Company's sales
were made to or  through  department  stores of which  approximately  79.5% were
derived from  merchandise,  4.8% from salon  services  and 15.7% from  seasonal,
promotional  items. One department store customer  accounted for more than 10.0%
of the  Company's  net sales for the nine months ended April 30,  1999,  and one
department store arrangement  accounted for more than 10.0% of the Company's net
sales for the nine months ended April 30, 1999.

As is common in the cosmetic  industry,  the Company provides its customers with
the right to return  merchandise in order to balance inventory and stock levels.
The rate of return  experienced  by the  Company  was 8.9% and 2.9% for the nine
months   ended  April  30,  1999  and  the  fiscal  year  ended  July  31,  1998
respectively.


(2)Inventory:

Inventory,  net of reserves,  at April 30, 1999, and July 31, 1998 was comprised
of  finished  goods  amounting  to  $692,408  and  $1,049,002  respectively  and
components of $648,222 and $694,682, respectively.


(3) Debt:

Related Party Loans:

During February 1998, the Company received $500,000 in financing, pursuant to an
agreement  with the Blank Group.  This financing is in the form of 12% five year
notes convertible into the Company's Common Stock, commencing on August 1, 1998,
and  ending on the day before  the note is paid but no later  than  January  30,
2003,  at the rate of $0.25  per  share.  This  note is  secured  by a  security
agreement as reflected in the Company's UCC filings. The Company is currently in
default with respect to the interest payments related to these loans.

                                       7

<PAGE>

                   ADRIEN ARPEL, INC., (Formerly Alfin, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 April 30, 1999
                                   (Unaudited)

During  April 1998 an Interim  Loan Group  advanced  the  Company  $250,000.  In
connection therewith, the group also received one share of Common Stock for each
dollar  loaned  constituting  an  aggregate of 250,000  shares.  This loan bears
interest at 12% and was due to mature on May 31, 1999.  The Company is currently
in default on both the  principal  and  interest  related  to these  loans.  The
issuance  of the 250,000  shares is deemed to be an  additional  financing  cost
which was valued at the fair market value of the  Company's  Common Stock at the
date of the loan. During June 1998, the Company repaid $100,000 toward this loan
from the proceeds of its Private Placement  Offering.  This loan is secured by a
security agreement as reflected in the Company's UCC filings.


Non Cash Financing Charges:

The  Company has  recorded  $80,640 of non cash  financing  charges for the nine
months ended April 30, 1999,  related to the Interim Loan groups  advance to the
Company.  The issuance of the 250,000 shares of common stock was deemed to be an
additional  cost of  financing  which was valued at the fair market value of the
Company's  common stock at the date of the loan. This amount was being amortized
at the rate of  approximately  $10,000 per month over the life of the loan which
matured on May 31, 1999.


(4)Computation of basic loss per common share:

During fiscal year 1997, the Company  adopted SFAS No. 128 "Earnings Per Share".
This statement  establishes  standards for computing and presenting earnings per
share ("EPS").  The statement  requires the dual  presentation of both Basic EPS
and  Diluted  EPS on the  face of the  statement  of  operations.  Basic  EPS is
computed based on weighted average shares outstanding and excludes any potential
dilution.   Diluted  EPS  reflects  potential  dilution  from  the  exercise  or
conversion  of  securities  into common  stock or from other  contracts to issue
common  stock.   Diluted  EPS  is  not  presented  since  the  effect  would  be
anti-dilutive.


(5)Income Taxes:

As of July 31,  1998,  the Company  had  approximately  $4.3  million of Federal
operating  loss carry  forwards with  expirations at various dates through 2013,
however, the use of pre-acquisition  operating loss carry forwards is limited by
the Internal  Revenue  Code.  The  transaction  with the Blank Group may further
limit the Company's operating loss carry forwards.  As such, the Company has not
reflected a tax provision in its  consolidated  statement of operations  for the
nine months ended April 30, 1999.


(6) Other:

During  December  1998,  the Company  received  notice from the  American  Stock
Exchanges  Adjudicatory  Council  affirming  the decision of the American  Stock
Exchange staff to strike the Company's  stock from listing and  registration  on
the Exchange. The Company's stock was delisted on December 31, 1998.

The Company's Common Stock currently trades sporadically on the Over the Counter
("OTC") bulletin board under the symbol ADPL.

                                       8

<PAGE>

                   ADRIEN ARPEL, INC., (Formerly Alfin, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 April 30, 1999
                                   (Unaudited

During November 1998, the Company amended the  certificate of  incorporation  of
its wholly owned subsidiary,  ARPEL COSMETICS, INC., (a Delaware Corporation) to
change its name to ADRIEN ARPEL SPA & SALON, INC.

During  April  1999,  the Company  dramatically  reduced  its  operations.  This
reduction  included  the  termination  of  approximately  73  of  the  Company's
approximate  eighty two direct  employee's  and the closure of its "leased  main
floor"  operations  at  16  Bloomingdale  and  two  Kaufmann   department  store
locations.  The Company has been notified by Bloomingdale's that it is in breach
of its lease  agreement dated as of January 17, 1991. The Company and Kaufmann's
have  reached an  agreement  related to the  closure of its  business at its two
Kaufmann leased main floor locations.

The  Company  is  substantially  in default on its  payment  obligations  and is
severely out of stock with regards to finished goods  inventory.  Due to the out
of stock  situation,  the Company is currently unable to satisfy the majority of
customer orders  received.  The inability to ship orders as received has further
limited the  Company's  ability to generate  revenues.  The Company is currently
pursuing various  alternatives in an effort to remain in business.  There can be
no assurance  that the Company will be  successful  in obtaining a  relationship
under  which  it will  be able to  continue  or  that  such a  relationship,  if
obtained, will generate enough cash to satisfy the Company's liabilities. If the
Company is not successful, the Company will be required to cease doing business.

                                       9


<PAGE>


                   ADRIEN ARPEL, INC., (Formerly Alfin, Inc.)
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                 April 30, 1999



Forward Looking Statements:

Certain statements in this report under the caption "Management's Discussion and
Analysis  of  Financial   Condition  and  Results  of   Operations"   constitute
"Forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation  Reform  Act  of  1995,  including,  without  limitation,  statements
regarding future cash  requirements.  Such  forward-looking  statements  involve
known and unknown  risks,  uncertainties  and other  factors which may cause the
actual  results,  performance  and  achievements  of the  Company,  or  industry
results,  to be materially  different from any future results,  performance,  or
achievements  expressed  or implied  by such  forward-looking  statements.  Such
factors  include,  among  others,  general  economic  and  business  conditions;
industry capacity; industry trends, competition,  litigation, material costs and
availability;  the loss of any significant management personnel; the loss of any
significant  customers;  changes in  business  strategy  or  development  plans;
quality of management;  availability,  terms and deployment of capital; business
abilities  and  judgment of  personnel;  availability  of  qualified  personnel;
changes in, or the failure to comply  with,  government  regulations;  and other
factors referenced in this report.


Results of Operations:

NINE MONTHS ENDED APRIL 30, 1999

The Company  incurred a net loss of  $3,012,023  for the nine months ended April
30, 1999 as compared to a net loss of $1,403,882 for the nine months ended April
30, 1998. Included in the net loss for the nine months ended April 30, 1998, was
$1 million of income related to the settlement of the Company's  litigation with
Adrienne  Newman.  In  addition,  the  Company  reversed a  previously  recorded
liability in the amount of $250,000  related to commission  payments  which were
previously recorded as due to Ms. Newman, but which the Company was not required
to pay. Excluding the effect of the settlement with Ms. Newman, the loss for the
nine months ended April 30, 1998 was $2,653,882.

The net loss per common and common  equivalent  shares for the nine months ended
April 30,  1999 was  $(0.21) as  compared  to a net loss of $(0.12) for the nine
months ended April 30, 1999. Excluding the effect of the Newman settlement,  the
net loss per share for the nine months ended April 30, 1998 was $(0.22).

Net sales for the nine months ended April 30, 1999 decreased to $4,721,280  from
$5,247,635  for the nine months  ended April 30, 1998, a decrease of $526,355 or
10.0%.

The decrease in sales is primarily  attributable  to the Company's  inability to
ship  the  majority  of  orders   received.   During  April  1999,  the  Company
dramatically reduced its operations due to cash flow constraints. This reduction
included  the  closure of 16  Bloomingdale  and two  Kaufmann  leased main floor
locations and a reduction of the Company's employee workforce from approximately
eighty two direct  employee's to nine. For the nine months ended April 30, 1999,
sales  through the  Company's  catalog  mailings and Internet site were $621,089
versus  $251,778  for the nine months  ended  April 30,  1998,  and  increase of
$369,311 or 147%. The Company  commenced  selling  products through its Internet
site  (www.adrienarpel.com)  during June 1998.  During January 1999, the Company
launched phase two of its website.

                                       10


<PAGE>

                   ADRIEN ARPEL, INC., (Formerly Alfin, Inc.)
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                 April 30, 1999



Cost of goods sold as a  percentage  of net sales was 36.2% for the nine  months
ended April 30, 1999, as a compared to 27.4% for the nine months ended April 30,
1998.  The increase is  primarily  attributable  to a bulk sale of  discontinued
inventory which the Company made during the quarter.

Selling,  general and  administrative  expenses decreased to $5,870,300 for nine
months ended April 30, 1999 from  $5,940,762 for the nine months ended April 30,
1998,  a  decrease  of  $70,462  or  1.2%.  Included  in  selling,  general  and
administrative  expenses  for the three  months  ended  April  30,  1998 was the
reversal of a previously recorded liability in the amount of $250,000 related to
commissions  which the Company had recorded as due to Adrienne  Newman but which
the Company was not required to pay

The Company  recorded  net  interest  expense of $83,241  during the nine months
ended April 30, 1999 as compared to net interest  income of $51,541 for the nine
months ended April 30, 1998.  The interest  expense is related to the  Company's
related party loans with the Blank Group and the Interim Loan Group. The Company
recorded  $80,640 of non cash financing  charges for the nine months ended April
30, 1999  related to The  financing  arrangement  with the  Interim  Loan Group.
During the nine months ended April 30, 1998,  the Company  recorded other income
in the amount of $1 million as a result of the settlement of its litigation with
Adrienne Newman.


THREE MONTHS ENDED APRIL 30, 1999

The Company  incurred a net loss of $1,240,376  for the three months ended April
30,  1999 as compared to a net income of  $761,031  for the three  months  ended
April 30,  1998.  Included in the net loss for the three  months ended April 30,
1998,  was $1  million  of income  related to the  settlement  of the  Company's
litigation with Adrienne Newman. In addition,  the Company reversed a previously
recorded  liability  in the amount of $250,000  related to  commission  payments
which were previously  recorded as due to Ms. Newman,  but which the Company was
not required to pay. Excluding the effect of the settlement with Ms. Newman, the
loss for the three months ended April 30, 1998 was $2,490,376.

The net loss per common and common  equivalent shares for the three months ended
April 30,  1999 was  $(0.09)  as  compared  to net income of $0.06 for the three
months ended April 30, 1998. Excluding the effect of the Newman settlement,  the
net loss per share was $(0.20).

Net sales for the three months ended April 30, 1999  decreased to $921,246  from
$1,471,572  recorded in the three  months  ended April 30,  1998,  a decrease of
$550,326  or 37.4%.  The  decrease  in sales is  primarily  attributable  to the
Company's inability to ship the majority of orders received.  During April 1999,
the Company  dramatically  reduced its operations due to cash flow  constraints.
This reduction  included the closure of 16 Bloomingdale  and two Kaufmann leased
main floor  locations and a reduction of the Company's  employee  workforce from
approximately  eighty two direct  employee's to nine. For the three months ended
April 30, 1999,  sales through the Company's  catalog mailings and Internet site
were  $221,255  versus  $107,691 for the three months ended April 30, 1998,  and
increase of $113,564 or 105.5%.  The Company  commenced selling products through
its Internet site  (www.adrienarpel.com)  during June 1998. During January 1999,
the Company launched phase two of its website.

                                       11

<PAGE>

                   ADRIEN ARPEL, INC., (Formerly Alfin, Inc.)
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                 April 30, 1999

Cost of goods sold as a  percentage  of net sales was 66.9% for the three months
ended April 30,  1999,  as a compared to 19.2% for the three  months ended April
30, 1998. The increase is primarily  attributable to a bulk sale of discontinued
inventory which the Company made during the quarter.

Selling,  general and  administrative  expenses for the three months ended April
30, 1999  increased to  $1,498,540  from  $1,092,134  for the three months ended
April 30, 1998, an increase of $406,406 or 37.2%.  Included in selling,  general
and  administrative  expenses  for the three months ended April 30, 1998 was the
reversal of a previously recorded liability in the amount of $250,000 related to
commissions  which the Company had recorded as due to Adrienne  Newman but which
the Company was not required to pay.

The Company  recorded  net interest  expense of $26,395  during the three months
ended  April 30, 1999 as  compared  to net  interest  expense of $10,210 for the
three  months  ended  April 30,  1998.  The  interest  expense is related to the
Company's  related  party loans with the Blank Group and the Interim Loan Group.
During the three months ended April 30, 1998, the Company  recorded other income
in the amount of $1 million as a result of the settlement of its litigation with
Adrienne Newman.


LIQUIDITY AND CAPITAL RESOURCES

The Company had a working  capital  deficit of  $1,366,689  at April 30, 1999, a
decrease of $2,701,778  from positive  working capital of $1,335,089 at July 31,
1998.

Beginning  in the third  quarter  of fiscal  1997 the  Company  began  suffering
significant  losses  from  operations  as a  result  of  the  discontinuance  of
appearances on the Home Shopping  Network  ("HSN").  The Company appeared on HSN
from April 1995 through January 1997 and ended its relationship  with HSN due to
a contract dispute with Ms. Adrienne  Newman.  Ms. Newman had been the Company's
spokesperson  on HSN under the Company's  registered  trademark  and  registered
trade name of Adrien Arpel.  During the period that the Company  appeared on HSN
the Company recorded profits and generated positive cash flows from operations.

During February 1998, the Company received  $500,000 of working capital under an
agreement with an investment  group. The $500,000  investment was in the form of
12% five year notes  convertible  into the Company's  Common  Stock,  commencing
August 1, 1998 and  ending on the day  before the note is paid but no later than
January 30,  2003,  at a rate of $0.25 per share.  UCC filings have been made to
secure these notes.

During April 1998, the Company  received an additional  $250,000 advance from an
interim  loan  group.  The advance was needed by the Company in order to provide
assistance with respect to settling  certain trade  payables,  which were due to
key inventory  suppliers.  This advance bears interest at 12% and matures on May
31, 1999.  This advance is also  evidenced by notes.  UCC filings have also been
made to secure these notes. The members of this group also received one share of
the Company's Common Stock for each dollar loaned.

In June 1998, the Company repaid $100,000 plus interest to one of the members of
this group.

                                     12


<PAGE>

                   ADRIEN ARPEL, INC., (Formerly Alfin, Inc.)
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                 April 30, 1999

During  May 1998,  the  Company  commenced  a private  placement  offering  (the
"Offering") designed to raise up to $3 million in equity financing. The Offering
consisted of the issuance of up to 60 units (the "Units"), each in the amount of
$50,000.  Each Unit offered  consisted of 50,000 shares of the Company's  Common
Stock and 50,000 Class A Warrants.  Each Class A Warrant  entitles the holder to
purchase  one share of the  Company's  Common Stock and 50,000 Class A warrants.
Each Class A Warrant  entitles  the holder to purchase one share of Common Stock
at $4.00 per share.  The Class A Warrants are exercisable at any time commencing
upon issuance until May 31, 2001 and the Class B Warrants are exercisable at any
time  commencing  upon issuance until May 31, 2003. This Offering was terminated
on August 31, 1998 at which time 40.84 Units had been sold and gross proceeds of
$2,042,000 had been raised. The net proceeds received by the Company amounted to
$1,756,120 after paying $285,880 of placement fees and other Offering expenses.

The Company has been dependent upon the receipt of the above mentioned  proceeds
in order to reduce past due  accounts  payable and invest in the  production  of
finished goods  inventory.  The Company's fiscal 1999 results have suffered from
the  shortage  of  readily  available  and  regularly  produced  finished  goods
inventory.  During the nine months  ended April 30, 1999,  the Company  recorded
losses of $3,021,023.  The Company did not obtain the necessary  capital and did
not achieve the sales levels necessary to return the Company to profitability or
a positive  cash flow.  During the quarter  ended April 30, 1999,  the Company's
cash flow was severely  impacted by its inability to ship all orders as received
combined with larger than anticipated returns of holiday promotional products.

The Company is  substantially  in default on its obligations and has been unable
satisfy  current   obligations   related  to  vendor  commitments  and  employee
compensation.  During the quarter ended April 30, 1999, the Company dramatically
reduced its operations and reduced its workforce from  approximately  eighty two
direct  employee's  to nine.  The Company is currently  severely out of stock in
finished  goods  inventory  and is  therefore  unable to satisfy the majority of
customer orders received. The Company is currently pursuing various alternatives
in an effort to remain in business.  There can be no assurance  that the Company
will be  successful in obtaining a  relationship  under which it will be able to
continue or that such a relationship,  if obtained, will generate enough cash to
satisfy the Company's liabilities.  If the Company is not successful the Company
will be required to cease doing business.

                                       13
<PAGE>


                   ADRIEN ARPEL, INC., (Formerly Alfin, Inc.)

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.



                                   ALFIN, INC.
                                   -------------------------
                                   (Registrant)

                                   /s/ Charles R. Hoover
                                   ----------------------------------------
                                   Charles R. Hoover
                                   President & Chief Operating Officer


Dated: June 17, 1999                /s/ Michael D. Ficke
                                    --------------------------------------
                                    Michael D. Ficke
                                    Chief Financial Officer