<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED JANUARY 27, 2001
                         COMMISSION FILE NUMBER: 0-15230


                         MICHAEL ANTHONY JEWELERS, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

           DELAWARE                                       13-2910285
(STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                         IDENTIFICATION NO.)

   115 SOUTH MACQUESTEN PARKWAY                              10550
     MOUNT VERNON, NEW YORK                                (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (914) 699-0000

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                                  COMMON STOCK
                             AMERICAN STOCK EXCHANGE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                          COMMON STOCK, PAR VALUE $.001

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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-K. X

       As of April 6, 2001, there were 6,219,733 shares outstanding of Michael
Anthony's common stock.

The aggregate market value of common stock held by nonaffiliates at April 6,
2001 was $2,000,285. For purposes of this calculation, affiliates includes
Michael Anthony's executive officers and directors.

<PAGE>   2


                      DOCUMENTS INCORPORATED BY REFERENCE:

       Part III Portions of registrant's Definitive Proxy Statement for Annual
Meeting of Stockholders for Fiscal 2001 (to be filed within 120 days of end of
fiscal year).

       Part IV Certain exhibits to (i) registrant's Registration Statement on
Form S-1 (File No. 338289), (ii) registrant's Transition Report on Form 10-K for
the transition period from July 1, 1994 to January 28, 1995, (iii) registrant's
Annual Report on Form 10-K for the fiscal year ended January 27, 1996, (iv)
registrant's Annual Report on Form 10-K for the fiscal year ended February 1,
1997, (v) registrant's Annual Report on Form 10-K for the fiscal year ended
January 31, 1998, (vi) registrant's Annual Report on Form 10-K for the fiscal
year ended January 30, 1999, (vii) registrant's Current Report on Form 8-K filed
on September 21, 1999, (viii) registrant's Annual Report on Form 10-K for the
fiscal year ended January 29, 2000, (ix) registrant's Quarterly Report on Form
10-Q for the quarter ended April 29, 2000, (x) registrant's Quarterly Report on
Form 10-Q for the quarter ended July 29, 2000, and (xi) registrant's Quarterly
Report on Form 10-Q for the quarter ended October 28, 2000.



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<PAGE>   3



        PART I

ITEM 1.  BUSINESS.

GENERAL

       Michael Anthony Jewelers, Inc. ("Michael Anthony") is a leading designer,
marketer and manufacturer of affordable fine jewelry in the United States. We
sell our jewelry directly to jewelry chain stores, discount stores, department
stores, television home shopping networks, catalogue retailers, and wholesalers.
Our jewelry is targeted towards the middle market, which generally retails
between $20 and $200 and between $300 and $1,200 for watches. Our products
include rope chain, bracelets, charms, pendants, earrings, rings and watches.
Our products are sold in over 20,000 retail locations nationwide.

       Our home page on the Internet is www.michaelanthony.com. You can learn
about Michael Anthony by visiting that site.

       Michael Anthony was organized as a Delaware corporation in 1986 and is
the successor to Michael Anthony Jewelers, Inc., a New York corporation,
organized in 1977.

FISCAL YEAR

       Fiscal years ended January 27, 2001, January 29, 2000 and January 30,
1999 were comprised of 52 weeks, respectively.

       As used throughout this document, (a) fiscal 2001 refers to the fiscal
year ended January 27, 2001, (b) fiscal 2000 refers to the fiscal year ended
January 29, 2000 and (c) fiscal 1999 refers to the fiscal year ended January 30,
1999.

PRODUCT LINES

       Michael Anthony offers a broad selection of handcrafted gold and gemstone
jewelry. Many of our products carry the "Ma" trademark, which has become widely
recognized in the jewelry industry and with certain consumers. Michael Anthony
manufactures an extensive selection of casted gold charms and pendants including
religious symbols; popular sayings; sport themes and team logos; animal motifs;
nautical, seashore, western, musical, zodiac and other thematic figures;
initials; and abstract artistic creations. We also manufacture a line of men's
and ladies' 14 karat gold watches under the "Michael Anthony" brand name. In
addition, Michael Anthony designs, manufactures and distributes karat gold
jewelry accented with colored gemstones and invisible set diamond rings. We have
begun the outsourcing of certain gold products to enhance our product line for
resale to our customers.

       Through our M.A.J. manufacturing division, we manufacture gold rope, mesh
and other chains and gold locks, and design gold tubing and bangle blanks used
in the production of bangle bracelets and earrings. Through our M.A.E.
manufacturing division, we manufacture gold, stamped and tubed earrings,
pendants and certain jewelry components used by the other divisions of Michael
Anthony.



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       The table below sets forth the approximate percentage of (a) sales and
(b) kilograms shipped in fiscal years 2001, 2000 and 1999, respectively,
attributable to each of Michael Anthony's product categories.

<TABLE>
<CAPTION>

                                      Fiscal                   Fiscal                    Fiscal
                                       2001                     2000                      1999
                              ------------------------- ------------------------- -------------------------
                                             % of                      % of                      % of
                                % of       Kilograms      % of      Kilograms       % of      Kilograms
                                Sales       Shipped      Sales       Shipped       Sales       Shipped
                              ------------------------- ------------------------- -------------------------
<S>                              <C>          <C>          <C>          <C>          <C>          <C>
Casted charms/rings              30           25           34           29           39           36
Chains                           43           53           42           50           37           44
Stamped earrings                 10            8            9            7            8            7
Watches and other items          17           14           15           14           16           13
</TABLE>


       Michael Anthony's jewelry line includes licensed products that we
manufacture through licensing arrangements with, for example, Warner Bros., Inc.
(licensors of Looney Tunes(R) characters), National Football League Properties,
Inc., Major League Baseball Properties, Inc., NHL Enterprises, Inc., United
Features Syndicate (Peanuts(R)), Cathy(R) and many nationally recognized
colleges, including the University of Notre Dame and the University of Florida.
Michael Anthony manufactures jewelry products, particularly charms, pendants and
pins, depicting the popular logos and symbols associated with these licensors.
Michael Anthony pays each of these licensors a royalty ranging from 6% to 12% on
sales of the licensed products. During the fiscal year ended January 27, 2001,
Michael Anthony's licensed products represented approximately 2% of our net
sales.

       Michael Anthony maintains an in-house design staff which utilizes CAD/CAM
(computer aided design/computer aided manufacturing) technology to enhance our
design, modeling and production capabilities. The equipment is utilized for the
design of Michael Anthony's new products and for modifying the scale of existing
designs whenever possible. Michael Anthony obtains proprietary protection for
its products and designs. Michael Anthony updates its product offerings
periodically by adding new designs and eliminating less popular styles. Items
removed from the current catalogue generally remain available on a special order
basis.

       We believe that our future success will depend, in part, on our ability
to enhance existing product lines and develop new styles and products to meet an
expanding range of customer requirements. As of April 6, 2001, our product
development staff consisted of 22 full time employees. Product development
expenses for molds and models for fiscal 2001 were approximately $836,000. We
anticipate that we will continue to commit substantial resources to product
development.



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<PAGE>   5



MANUFACTURING PROCESS

       Our manufacturing facility is located in Mount Vernon, New York. We
utilize manufacturing processes that combine modern technology and mechanization
with hand craftsmanship to produce fashionable and affordable gold jewelry. Our
manufacturing processes include:

       -      the casting (or lost wax) method, which is a long-standing jewelry
              manufacturing process;

       -      a photo etching process, which has allowed Michael Anthony to
              enter the lower priced segment of the market through production of
              ultra light weight products; and

       -      the diamond cut process, which produces a sparkling effect on a
              finished piece of gold jewelry.

       The machinery on which we manufacture our rope chain products can operate
up to 24 hours a day and requires minimal direct labor. This has enabled us to
become one of the lowest cost producers of rope chain in the World.

       During fiscal 2001, Michael Anthony manufactured approximately 90.3% of
its products from gold bullion and other raw materials and purchased
approximately 9.7% of its product as semi-finished or finished goods. Michael
Anthony does not believe the loss of any supplier would have a material adverse
effect on its business. Alternative sources of supply for the goods purchased by
Michael Anthony are readily available.

       During fiscal 2001, Michael Anthony began leasing a 7,500 square feet
assembly facility in the Dominican Republic. We are also in the process of
constructing a new 40,000 square feet manufacturing and assembly facility
located in the Dominican Republic. The facility is used for finishing and
assembly of earrings and bangle bracelets. We anticipate a completion date of
April 2001 at a total cost of approximately $2,000,000 for land, building,
machinery and equipment.

OPEN ORDERS

       Orders from our retail customers typically have shipment dates that range
from 24 hours to 60 days. As of April 6, 2001, the aggregate dollar value of
open orders was approximately $11,000,000. We expect that substantially all of
the current orders will be shipped in the next 45 days. We do not believe that
open orders are indicative of our future results of operations, as open orders
as of any given date are not necessarily indicative of sales trends.

MARKETING AND SALES

       We market and sell our jewelry primarily through our in-house sales
force. Sales are made by our sales personnel primarily at our showroom in Mount
Vernon, New York and direct presentations at customers' locations. Products are
promoted through the use of catalogues,



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<PAGE>   6


advertisements in trade publications, trade show exhibitions, cooperative
advertising allowances with certain customers and advertisements in consumer
magazines like Vogue, In Style, Martha Stewart and Vanity Fair.

       Our marketing strategy is to increase brand recognition of the "Michael
Anthony" name. This includes advertising in consumer magazines and other
publications of many of America's finest retailers. We believe that there is
growing brand recognition of the "Michael Anthony" name and the "Ma" trademark
with consumers and that this recognition has enhanced sales of our products.

To better meet our customers' needs, we have a wide range of customer service
programs:

       -      inventory management assistance through electronic data
              interchange;

       -      customized packaging and bar coding; and

       -      computerized analysis of sales and marketing trends.

       Our vertical integration and customer service programs enable us to be
responsive to our customers' needs. We manufacture and deliver most orders on a
timely and more cost-effective basis than many of our competitors.

       Our jewelry is sold primarily to jewelry chain stores, discount stores,
department stores, television home shopping networks, and catalogue and Internet
retailers and wholesalers. We assist our customers in allocating their
purchasing budget among the items in the various product lines. We advise them
of items having higher consumer demand as determined by Michael Anthony's
computerized market analysis. Prices vary on the basis of service required by
customers. We ship our products in bulk to wholesale distributors. For certain
retail jewelry chains, such as Sterling, Inc. (a division of Signet Group PLC
and the owner of Kay Jewelers and J.B. Robinson Jewelers), Wal*Mart, J.C.
Penney, Zales and Kmart, we prepackage and price tag most items. We then ship an
order of many different items to distribution centers and stores in the chain.
We provide additional services to certain customers to meet their specific
marketing needs, such as tagging, boxing and point-of-sale displays.

       We also ship our jewelry to a limited number of customers on a
consignment basis. Through these arrangements, we deliver our products on
consignment, and upon sale, the customer pays Michael Anthony for the consigned
merchandise. Consigned merchandise is subject to our own consignment
arrangements with our gold lenders. See Item 1. "Business - Supply; Related
Financing Arrangements" and Item 7. "Management's Discussion And Analysis Of
Financial Condition And Results of Operations - Liquidity and Capital
Resources."

       During fiscal 2001, sales to the five largest of Michael Anthony's
customers totaled approximately 55.5% of total net sales. Our two largest
customers were JCPenney and Home Shopping Network, accounting for approximately
15.2% and 13.2%, respectively, of net sales. Except for certain retail
customers, Michael Anthony generally has no long-term contractual



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<PAGE>   7


commitments with any of our customers. None of Michael Anthony's customers are
prohibited from purchasing products from our competitors.

       We reduce gross sales by the amount of returns and discounts to determine
net sales each month. Each month we establish a reserve for returns based on our
historical experience, the amount of gross sales and the customer base. The
total of actual returns and the provision for the returns reserve amounted to
approximately 12.2%, 11.1% and 11.4% of gross sales in each of fiscal 2001,
fiscal 2000 and fiscal 1999, respectively. For further information regarding the
reserve for returns, see Note 1 - Notes to Consolidated Financial Statements.

       If we lose one or more of our top customers or if any of them reduce,
delay or cancel orders, return significant amounts of product or experience
financial difficulties that result in their inability to pay, it could have a
material adverse effect on our business, operating results and financial
condition.

INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS

       We use Italian-made machinery, together with acquired proprietary
knowledge, to manufacture our rope chain products. Michael Anthony maintains
certain trademarks and generally applies for copyrights covering the design of
certain of our products. The level of protection available for our proprietary
designs and products varies depending on a number of factors, including the
distinctiveness of the product and originality of design. Our patents,
trademarks and copyrights may not prevent competitors from producing products
that are substantially similar to those of Michael Anthony. See Item 1.
"Business - Product Lines."

       Michael Anthony seeks to avoid disclosure of its trade secrets, and
requires those people with access to our proprietary information to sign
confidentiality agreements. Access to our systems is also restricted.

       Despite Michael Anthony's efforts to protect our trademarks, copyrights
and other proprietary rights, unauthorized parties may attempt to copy aspects
of our products or to obtain and use information that Michael Anthony considers
confidential. Policing unauthorized use of Michael Anthony's intellectual
property rights is difficult. We take appropriate action whenever we discover
unauthorized use of our trademarks or if any of our copyrighted designs have
been copied. Knockoffs and counterfeit products are a persistent problem in the
jewelry industry. The laws of many countries do not protect our intellectual
property rights to the same extent as the laws of the United States. There can
be no assurance, that even if Michael Anthony's means of protecting our
intellectual property and other proprietary rights were successful, our
competitors may not independently develop similar products.

       We do not believe that our products or processes infringe the proprietary
rights of any third parties. There can be no assurance that third parties will
not claim infringement with respect to existing or future products or processes.
Any such claims, with or without merit, could be time-consuming, result in
costly litigation, cause product shipment delays or require Michael Anthony to
enter into royalty or licensing agreements. Such royalty or licensing
agreements, if required, may not be available on terms acceptable to Michael
Anthony or at all, which could



                                       7
<PAGE>   8


have a material adverse effect on Michael Anthony's business, operating results
and financial condition.

COMPETITION

       The jewelry industry is highly competitive, both in the United States and
on a global basis. Michael Anthony encounters competition primarily from
manufacturers with national and international distribution capabilities and, to
a lesser extent, from small regional suppliers of jewelry. We believe that we
are well positioned in the industry and have a reputation for responsive
customer service, high quality and well-designed jewelry with broad consumer
appeal.

       The principal competitive factors in the industry are price, quality,
design and customer service. Our specialized customer service programs are
important competitive factors in sales to nontraditional jewelry retailers,
including television shopping networks and discount merchandisers. The recent
trend towards consolidation at the retail level in the jewelry industry and low
labor costs outside of the United States may increase the level of competition
facing Michael Anthony. There can be no assurance that Michael Anthony will be
able to compete successfully against current and future competitors or that
competitive pressures faced by us will not have a material adverse effect on our
business, operating results and financial condition.

SEASONAL NATURE OF BUSINESS

       Our business is seasonal in nature. Presented below are our net sales for
each quarter of fiscal 2001, fiscal 2000 and fiscal 1999:

<TABLE>
<CAPTION>

                                                             NET                     % OF
                                                            SALES                  NET SALES
                                                            -----                  ---------
                                                      ($ IN THOUSANDS)
                                                      ----------------
<S>                                                          <C>                      <C>
Fiscal 2001 Ended January 27, 2001
     First Quarter                                           $25,700                  21%
     Second Quarter                                          $24,821                  20%
     Third Quarter                                           $41,045                  33%
     Fourth Quarter                                          $33,152                  26%
Fiscal 2000 Ended January 29, 2000
     First Quarter                                           $28,982                  20%
     Second Quarter                                          $25,331                  17%
     Third Quarter                                           $49,935                  35%
     Fourth Quarter                                          $40,689                  28%
Fiscal 1999 Ended January 30, 1999
     First Quarter                                           $30,432                  22%
     Second Quarter                                          $26,912                  20%
     Third Quarter                                           $43,758                  32%
     Fourth Quarter                                          $36,465                  26%
</TABLE>

       Michael Anthony has experienced a seasonal pattern in its operating
results with the third and fourth quarters typically having the highest sales.
This fluctuation is mitigated to a degree



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by the early placement of orders by many of our customers, particularly for the
Christmas holiday season. In addition, we market holiday and seasonal products
year round for such occasions as Mother's Day, Valentine's Day, Father's Day,
religious holidays and school graduations.

SUPPLY; RELATED FINANCING ARRANGEMENTS

       Gold used in the manufacturing process is at least .995 fine and is then
combined with other metals to produce 14 karat and 10 karat gold. The term
"karat" refers to the gold content of alloyed gold, measured from a maximum of
24 karats (100% fine gold). Varying quantities of metals such as silver, copper,
nickel and zinc are combined with fine gold to produce 14 karat gold of
different colors. These alloys are in abundant supply and are readily available
to Michael Anthony.

       Michael Anthony uses gold consignment arrangements with the gold lenders
to supply substantially all of its gold needs. See Item 7. "Management's
Discussion And Analysis And Financial Condition And Results Of
Operations-Liquidity and Capital Resources."

INSURANCE

       We maintain primary all-risk insurance, with limits in excess of our
current inventory levels (including consigned gold), to cover thefts and damage
to inventory located on our premises and insurance on Michael Anthony goods in
transit. We also maintain insurance covering theft and damage to inventory at
our suppliers' locations. The amount of coverage available under such policies
is limited and may vary by location, but generally is in excess of the value of
the gold held by a particular supplier. Additional insurance coverage is
provided by some of Michael Anthony's suppliers. We also maintain fidelity
insurance, which is insurance providing coverage against theft or embezzlement
by our employees.

EMPLOYEES

       As of January 27, 2001, we employed 639 persons, 408 of which were
directly engaged in manufacturing and distribution operations, 117 of which were
engaged in administration and sales and 114 of which were employed at our
assembly facility in the Dominican Republic. None of our employees are
represented by a union and we have not experienced any labor-related work
stoppage. We place a heavy emphasis on employee relations through educational
and training programs and employee teams. We consider our relations with our
employees to be good. We believe there is an adequate pool of labor available to
satisfy our foreseeable hiring needs for our sales, manufacturing and
distribution operations.

ENVIRONMENTAL MATTERS

       Extensive environmental laws and regulations and various other federal,
state and local laws and regulations regarding health and safety matters affect
our operations. Since our manufacturing operations routinely use materials
regulated by the environmental laws we may incur material liabilities if any
claims are brought against us in connection with these operations.



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We have taken steps to reduce the environmental risks associated with our
operations and believe that we are currently in substantial compliance with all
environmental laws.

ACQUISITIONS

       Although we intend to continue to aggressively market our gold jewelry
product lines to our existing customer base, we believe there are opportunities
to increase sales by expanding our customer base and exploring product lines
that may utilize diamonds or colored stones, which are precious, semiprecious or
synthetic. Our strategy is to increase sales to new and existing customers as
well as raise our average price points and gross margins.

       In March, 1999, Michael Anthony acquired certain assets, primarily molds,
machinery and equipment, and inventory, of Town & Country Fine Jewelry Group,
Inc. Michael Anthony paid an aggregate purchase price of $4,500,000 for these
assets. In a separate transaction, Michael Anthony sold a portion of these
purchased assets for $2,200,000 to Stuller Settings, Inc. of Lafayette,
Louisiana. The assets sold include those associated with the Feature Ring and
Bridal Divisions.

       On December 22, 2000, Michael Anthony entered into a distribution
agreement with the Almond Jewelry Group. Under the arrangement, Michael Anthony
has acquired the exclusive rights to market and distribute gold jewelry products
manufactured by Almond to retailers in the United States. Almond will no longer
market its gold jewelry products to retailers in the United States. Michael
Anthony has also entered into a supply agreement with Almond, which will assure
its customer base the continuity of a supply of high quality and innovative
merchandise. In connection with the distribution agreement, Almond was issued
300,000 shares of common stock purchase warrants at a price of $2.00 per share.

       As a result of acquisitions, we have increased our market share with an
existing customer and added new customers. We plan to pursue our long term
growth strategy, that may include the acquisition of one or more additional
companies that manufacture and distribute jewelry products.

ITEM 2.  PROPERTIES.

       Our manufacturing and distribution facilities are located in three
adjacent buildings in Mount Vernon, New York having a total of approximately
74,000 square feet.

       The special real estate committee of the board of directors, comprised of
our independent, outside directors, obtained an appraisal of the 50 Building,
and after reviewing the appraisal and negotiation with MacQuesten Realty as to
the terms of purchase, recommended the acquisition to our board of directors. On
April 4, 1997, the board of directors voted unanimously, with Michael and
Anthony Paolercio abstaining, to authorize the acquisition of the 50 Building,
subject to (1) receipt of an updated, satisfactory appraisal and (2) Michael
Anthony obtaining an exclusive, two-year option to acquire from MacQuesten
Realty the remaining manufacturing facilities housed in the buildings located at
60 and 70 South MacQuesten Parkway, Mt. Vernon.



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       On September 16, 1999, Michael Anthony acquired the buildings which house
two manufacturing facilities, located at 70 and 60 South MacQuesten Parkway,
Mount Vernon, NY from MacQuesten Realty Company for a price of $2,450,000.
Michael Anthony incurred $929,000 of long term debt, which has a four-year term
and accrues interest at an annual rate of 7.50%, and paid the balance with cash
from its operations. At January 27, 2001, $654,000 of principal remained
outstanding under the loan.

       We also own the building housing our sales and administrative offices
located at 115 South MacQuesten Parkway, in Mount Vernon, New York, and an
adjacent parking area. The headquarters building has approximately 71,000 square
feet.

       See Item 7. "Management's Discussion And Analysis Of Financial Condition
And Results Of Operations" and Item 13. "Certain Relationships And Related
Transactions."

       Our offices and facilities are protected by state-of-the-art security
systems, procedures and a security staff.

       During fiscal 2000, Michael Anthony began leasing a 7,500 square feet
assembly facility in the Dominican Republic. The facility is used for finishing
and assembly of earrings and bangle bracelets.

       Michael Anthony, through MADOR S.A., has entered into a Real Estate
Purchase Agreement and a Construction Agreement with Zona Franca San Isidro,
S.A. for the construction of a 40,000 square feet assembly and manufacturing
facility located in the Dominican Republic that we expect will be operational in
August 2001 at a cost of approximately $2,000,000 for land, building, machinery
and equipment.

ITEM 3.  LEGAL PROCEEDINGS.

       Legal proceedings to which Michael Anthony is a party are routine
litigation incidental to our business which are not material to Michael
Anthony's business or financial condition.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

       Not applicable.



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<PAGE>   12



         PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

       Our common stock is traded on the American Stock Exchange under the
symbol MAJ. Our common stock began its listing on AMEX on October 25, 1991.
Prior to its listing on AMEX, our common stock was traded in NASDAQ National
Market System. The following table sets forth the high and low sale prices per
share on AMEX for the fiscal years 2001 and 2000.

FISCAL YEAR ENDED JANUARY 27, 2001                 HIGH                 LOW
----------------------------------                 ----                 ---

First Quarter                                      3 1/8               2 9/16
Second Quarter                                         3               2 1/8
Third Quarter                                      2 1/2               1 3/4
Fourth Quarter                                         2               1 7/16

FISCAL YEAR ENDED JANUARY 29, 2000                 HIGH                 LOW
----------------------------------                 ----                 ---

First Quarter                                      4 15/16             3 3/16
Second Quarter                                      4 3/16              3 1/2
Third Quarter                                            4              2 7/8
Fourth Quarter                                       3 1/4              2 3/4


       As of April 6, 2001, there were 972 holders of record of Michael
Anthony's common stock.

       We have never paid a cash dividend. We anticipate that all of our
earnings will be retained for use in our business and we do not intend to pay
cash dividends in the foreseeable future. Future dividend policy will depend
upon, among other factors, our earnings and financial condition. See Item 7.
"Management's Discussion And Analysis Of Financial Condition And Results Of
Operations," and Note 6 "Long Term Debt" - Notes to the Consolidated Financial
Statements.

       In December 1995, we announced a common stock repurchase program under
which Michael Anthony may repurchase up to 750,000 shares of common stock. On
April 4, 1997, the board of directors authorized an increase of an additional
500,000 shares of common stock that we may repurchase under the stock repurchase
plan. On May 26, 1998, the board authorized a further increase of up to an
additional 1,000,000 shares of common stock that we may repurchase under the
stock repurchase plan. The combined total of the stock repurchase programs
amount to 2,250,000 shares.

       As of April 6, 2001, Michael Anthony had purchased a total of 2,100,400
shares on the open market for an aggregate of approximately $6,333,300, at an
average price of $3.02.



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<PAGE>   13



ITEM 6.  SELECTED FINANCIAL DATA.

       The following selected financial data of Michael Anthony should be read
in conjunction with the consolidated financial statements and related notes
appearing elsewhere in this Form 10-K.

<TABLE>
<CAPTION>

                                      Jan. 27      Jan. 29,     Jan. 30,     Jan. 31,      Feb. 1,
                                       2001          2000         1999         1998         1997
                                       ----          ----         ----         ----         ----
                                               (In thousands, except per share amounts)
<S>                                  <C>          <C>          <C>          <C>          <C>
        STATEMENT OF OPERATIONS
Net sales                            $ 124,718    $ 144,937    $ 137,567    $ 129,949    $ 150,629
Cost of goods sold                      99,983      110,096      105,870      107,182      124,041
                                     ---------    ---------    ---------    ---------    ---------
  Gross profit                          24,735       34,841       31,697       22,767       26,588

Selling, general and
  administrative expenses               24,940       28,257       25,942       25,155       21,372
                                     ---------    ---------    ---------    ---------    ---------
Operating (loss)/income                   (205)       6,584        5,755       (2,388)       5,216

Other(expense)/income:
 Interest expense/
 Gold consignment fee                   (2,261)      (2,699)      (2,290)      (2,827)      (3,155)

 Other income/(expense), net               140          342          326        1,002          507
                                     ---------    ---------    ---------    ---------    ---------

(Loss)/income before extraordinary
  Item and income taxes                 (2,326)       4,227        3,791       (4,213)       2,568
Income tax  (benefit)/provision           (886)       1,607        1,441       (1,601)         778
                                     ---------    ---------    ---------    ---------    ---------
(Loss)/income before                    (1,440)       2,620        2,350       (2,612)       1,790
                                     ---------    ---------    ---------    ---------    ---------
  extraordinary item
Extraordinary item (net of income
  taxes of                           $ 130,000)          --           --          212           --
                                     ---------    ---------    ---------    ---------    ---------

Net (loss)/income                    $  (1,440)   $   2,620    $   2,138    $  (2,612)   $   1,790
                                     =========    =========    =========    =========    =========

(Loss)/earnings per share before
extraordinary item - basic           $   (0.23)   $    0.40    $    0.30    $   (0.34)   $    0.22
                                     =========    =========    =========    =========    =========


(Loss)/earnings per share before
 extraordinary item - diluted        $   (0.23)   $    0.39    $    0.30    $   (0.34)   $    0.22
                                     =========    =========    =========    =========    =========

Extraordinary item                   $      --    $      --    $    (.03)   $      --    $      --
                                     =========    =========    =========    =========    =========

Weighted average number
 of shares - basic                       6,319        6,592        7,111        7,746        8,241

Weighted average number
 of shares - diluted                     6,319        6,702        7,111        7,746        8,263

BALANCE SHEET DATA:
Working capital                      $  33,231    $  35,960    $  39,171    $  37,260    $  42,042
Total assets(1)                         63,335       67,914       65,037       65,644       72,749

Long-term debt and  capital
  Lease liability                       10,987       12,684       12,509       12,736       14,294
Stockholders' equity                    42,681       44,044       43,298       43,389       47,042
</TABLE>

       (1)    The fiscal years ended January 27, 2001, January 29, 2000, January
              30, 1999, January 31, 1998 and February 1, 1997 do not include
              consigned inventory, which had approximate value of $30,718,000,
              $38,076,000, $35,096,000, $33,208,000 and $40,282,000,
              respectively.



                                       13
<PAGE>   14



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS.

Results of Operations

       The following table sets forth, as a percentage of net sales, certain
items appearing in our Statements of Operations for the indicated fiscal years.

<TABLE>
<CAPTION>

                                                                        YEAR ENDED
                                             ---------------------------------------------------------------------
                                             JANUARY 27,      JANUARY 29,         JANUARY 30,         JANUARY 31,
                                                2001             2000               1999                 1998
                                                ----             ----               ----                 ----
<S>                                             <C>             <C>                 <C>                <C>
Net sales                                       100.0%          100.0%              100.0%             100.0%
Cost of sales                                    80.2            76.0                77.0               82.5
Selling, general and
  administrative expenses                        20.0            19.5                18.8               19.3
Interest and gold consignment
  fee expense                                     1.8             1.9                 1.7                2.2
Other income                                      (.1)            (.2)                (.2)               (.8)
Income tax (benefit)/provision                    (.7)            1.1                 1.0               (1.2)
Extraordinary item                                 -                -                  .1                 -
Net (loss)/income                                (1.2)            1.8                 1.6               (2.0)
</TABLE>

FISCAL 2001 VS. FISCAL 2000

       Net sales for fiscal 2001 were approximately $124,718,000, a decrease of
14.0% from net sales of approximately $144,937,000 for the comparable period in
fiscal 2000. The decrease in sales was primarily due to decreased shipments to
the retail segment of our customer base.

       Gross profit on sales for fiscal 2001 were approximately $24,735,000, a
decrease of $10,106,000 from approximately $34,841,000 for the comparable period
in fiscal 2000. As a percentage of net sales, gross profit decreased to 19.8% in
fiscal 2001 compared to 24.0% in fiscal 2000. The decrease in gross margin was
attributable to a change in the customer and product mix.

       Selling, general and administrative expenses for fiscal 2001 were
approximately $24,940,000, a decrease of $3,317,000 or 11.7% from approximately
$28,257,000 for the comparable period in fiscal 2000. The decrease is primarily
attributable to decreases in (a) advertising expenses, (b) payroll and payroll
related expenses, and (c) product and packaging supplies.

       Interest expense and gold consignment fees for fiscal 2001, were
approximately $2,261,000, a decrease of $438,000 or 16.2% compared to
approximately $2,699,000 for the comparable period in fiscal 2000. The decrease
was primarily due to the Company's lower consignment rates and lower average
level of consigned inventory.



                                       14
<PAGE>   15


       For the year ended January 27, 2001, an income tax benefit of $886,000
was recorded compared to an income tax provision of $1,607,000 for the prior
year. The effective tax rates for fiscal 2001 and fiscal 2000 were 38%.

       As a result of the above factors our net loss for fiscal 2001 was
approximately $(1,440,000) compared to net income of $2,620,000 for fiscal 2000.

FISCAL 2000 VS. FISCAL 1999

       Net sales for fiscal 2000 were approximately $144,937,000, an increase of
5.4% from net sales of approximately $137,567,000 for the comparable period in
fiscal 1999. The increase in sales was primarily due to increased shipments to
the retail segment of our customer base. If it were not for the lower average
gold price in fiscal 2000, $283 an ounce versus last year's average of $300 an
ounce, sales would have increased to $149,097,000 or 8.8% as compared to the
prior fiscal period.

       Gross profit on sales for fiscal 2000 were approximately $34,841,000, an
increase of $3,144,000 from approximately $31,697,000 for the comparable period
in fiscal 1999. As a percentage of net sales, gross profit increased to 24.0% in
fiscal 2000 compared to 23.0% in fiscal 1999. The increase in gross margin was
attributable to a lower average gold price and a change in the customer and
product mix.

       Selling, general and administrative expenses for fiscal 2000 were
approximately $28,257,000, an increase of $2,315,000 or 8.9% from approximately
$25,942,000 for the comparable period in fiscal 1999. The increase is primarily
attributable to increases in (a) payroll and payroll related expenses, (b)
advertising expenses and (c) product and packaging supplies. As a percentage of
the net sales, as adjusted for the gold price difference discussed above of
$149,097,000, selling, general and administrative expenses increased to 18.9% in
fiscal 2000, from 17.7% in fiscal 1999.

       Interest expense and gold consignment fees for fiscal 2000, were
approximately $2,699,000, an increase of $409,000 or 17.9% compared to
approximately $2,290,000, for the comparable period in fiscal 1999. The increase
was primarily due to the Company's higher average level of consigned inventory
and higher consignment rates.

       For the year ended January 29, 2000, an income tax provision of
$1,607,000 was recorded compared to $1,441,000 for the prior year. The effective
tax rates for fiscal 2000 and fiscal 1999 were 38%.

       As a result of the above factors our net income for fiscal 2000 was
approximately $2,620,000 compared to $2,350,000 for fiscal 1999, before an
extraordinary item.

       Net income for fiscal 2000 was approximately $2,620,000 compared to net
income of $2,138,000 for the comparable period in fiscal 1999.



                                       15
<PAGE>   16


FISCAL 1999 VS. FISCAL 1998

       Net sales for fiscal 1999 were approximately $137,567,000, an increase of
5.9% from net sales of approximately $129,949,000 for the comparable period in
fiscal 1998. The increase in sales was primarily due to increased shipments to
the retail segment of our customer base. If it were not for the lower average
gold price in fiscal 1999, $300 an ounce versus last year's average of $335 an
ounce, sales would have increased to $146,308,000 or 13% as compared to the
prior fiscal period.

       Gross profit for fiscal 1999 increased by approximately $8,930,000 from
fiscal 1998. As a percentage of net sales, gross profit increased to 23.0% in
fiscal 1999 compared to 17.5% in fiscal 1998. The increase in gross margin was
attributable to a lower average gold price and in the fourth quarter of fiscal
1998, we reassessed our marketing and production strategy and decided to
implement a significantly different strategy. This is a direct result of the
changing order patterns of some of our major customers. We made the decision to
write down certain inventory, by approximately $3,309,000, that was related to
the implementation of a SKU reduction program and the markdown of discontinued
styles. If it were not for this unusual charge, our gross profit margin would
have been 20.1% for fiscal 1998.

       Selling, general and administrative expenses for fiscal 1999 were
approximately $25,942,000 an increase of $787,000 or 3% from approximately
$25,155,000 for the comparable period in fiscal 1998. The increase is primarily
attributable to increases in advertising expenses and product and packaging
supplies which were offset in part by decreases in software implementation costs
and legal costs associated with a litigation settlement in fiscal 1998. As a
percentage of the net sales, as adjusted for the gold price difference discussed
above of $146,308,000, selling, general and administrative expenses decreased to
17.7% in fiscal 1999, from 19.3% in fiscal 1998. Included in selling, general
and administrative expenses for fiscal 1998 was a charge of approximately
$1,191,000 that was due to a write down of certain assets and other expenses. If
it were not for this unusual charge, selling, general and administrative
expenses would have been 18.4% in fiscal 1998.

       Other income and interest income for fiscal 1999 was approximately
$326,000, a decrease of $676,000 from approximately $1,002,000 for the
comparable period in fiscal 1998. The decrease was primarily due to a gain of
$625,000 from our sale of an asset in fiscal 1998.

       Interest expense and gold consignment fees for fiscal 1999, were
approximately $2,290,000, a decrease of $537,000 or 19% compared to
approximately $2,827,000, for the comparable period in fiscal 1998. The decrease
was primarily due to (a) Michael Anthony's lower average level of our consigned
inventory, (b) lower average gold prices and (c) lower interest expense due to
principal payments in January 1998 and May 1998 on Michael Anthony's long-term
debt.

       For the year ended January 30, 1999, an income tax provision of
$1,441,000, before an extraordinary item, was recorded compared to an income tax
benefit of $1,601,000 for the prior year. The effective tax rates for fiscal
1999 and fiscal 1998 were 38%.



                                       16
<PAGE>   17


       As a result of the above factors our net income, before an extraordinary
item, for fiscal 1999 was approximately $2,350,000 compared to a net loss of
$2,612,000 for the comparable period in fiscal 1998.

       Michael Anthony incurred a charge of $212,000, net of income taxes of
$130,000, for an extraordinary item during fiscal 1999 related to the
refinancing of its long-term debt.

       Net income for fiscal 1999 was approximately $2,138,000 compared to a net
loss of $2,612,000 for the comparable period in fiscal 1998.

LIQUIDITY AND CAPITAL RESOURCES

       We rely on a gold consignment program, short-term borrowings and
internally generated funds to finance our inventories and accounts receivable.
We fill most of our gold supply needs through gold consignment arrangements with
gold lenders. Under the terms of those arrangements, we are entitled to lease
the lesser of (a) an aggregate of 270,000 ounces of fine gold or (b) consigned
gold with an aggregate value equal to $95,000,000. The consigned gold is secured
by certain property of Michael Anthony, including inventory and machinery and
equipment. Michael Anthony pays the gold lenders a consignment fee based on the
dollar value of ounces of gold outstanding under their respective agreements,
which value is based on the daily Second London Gold Fix. We believe that our
financing rate under the consignment arrangements is substantially similar to
the financing rates charged to gold consignees similarly situated to Michael
Anthony. As of January 27, 2001, Michael Anthony held approximately 116,600
ounces of gold on consignment with a market value of $30,718,000.

       The consignment agreements contain restrictive covenants relating to
maximum usage, net worth, working capital and other financial ratios and each of
the agreements requires Michael Anthony to own a specific amount of gold at all
times. At January 27, 2001, we were not in compliance with one of the covenants
in the consignment agreements, but received a waiver and an amended agreement.
We expect to be in compliance by the end of the first quarter of fiscal 2002. At
January 27, 2001, Michael Anthony's owned gold inventory was valued at
approximately $4,474,000. We believe that the supply of gold available through
our gold consignment arrangements, together with the gold we own, is sufficient
to meet our requirements.

       The consignment agreements are terminable by Michael Anthony or the
respective gold lenders upon 30 days notice. If any gold lender were to
terminate its existing gold consignment arrangement, we do not believe we would
experience an interruption of our gold supply that would materially adversely
affect the business. Michael Anthony believes that other consignors would be
willing to enter into similar arrangements if any gold lender terminates its
relationship with Michael Anthony.

       Consigned gold is not included in our inventory, and there is no related
liability recorded. As a result of these consignment arrangements, Michael
Anthony is able to shift a substantial portion of the risk of market
fluctuations in the price of gold to the gold lenders, since Michael Anthony
does not purchase gold from the gold lenders until receipt of a purchase order
from, or shipment of jewelry to, our customers. Michael Anthony then either
locks in the selling price of



                                       17
<PAGE>   18


the jewelry to our customers at the same time as the required purchase of gold
from the gold lenders or hedges against changes in the price of gold by entering
into forward contracts or purchasing futures or options on futures that are
listed on the COMEX. At January 27, 2001 there were no forward contracts or
options on futures outstanding.

       While we believe our supply of gold is relatively secure, significant
increases or rapid fluctuations in the cost of gold may impact the demand for
our products. From February 1998 until January 27, 2001, the closing price of
gold according to the Second London Gold Fix ranged from a low of $254.20 per
ounce to a high of nearly $323.50 per ounce. Fluctuations in the precious metals
markets and credit may result in an interruption of our gold supply or the
credit arrangements necessary to allow us to support our accounts receivable and
continue the use of consigned gold.

       In January 1999, Michael Anthony entered into a Loan and Security
Agreement with General Electric Capital Business Asset Funding Corporation in
the principal amount of $10,444,444. This loan is secured by our machinery and
equipment. The loan agreement contains a cross collateral/cross default clause
in connection with Michael Anthony's line of credit agreement. The loan
agreement does not contain any restrictive financial covenants. The loan bears
interest at 6.85% per annum and payments of interest only are due for the first
year of the loan. The loan matures in January 2007. The proceeds from this loan
were used to repay two series of senior secured notes with various insurance
companies which had an aggregate principal amount of $10,444,444 outstanding.
Those senior secured notes accrued interest at 8.61% per annum and 7.38% per
annum, respectively. Costs of $342,000 associated with the old debt were written
off as an extraordinary charge. As of January 27, 2001, $9,240,000 of principal
remained outstanding under the notes.

       On October 6, 1995, Michael Anthony obtained a loan from a bank in the
amount of $2,500,000. As collateral for the loan, we granted the bank a first
mortgage on our corporate headquarters. The mortgage has a ten-year term and
interest on the mortgage will accrue at 8% per annum. In addition, the mortgage
contains restrictive financial covenants. At January 27, 2001, we were not in
compliance with one of the covenants in the consignment agreements, but received
a waiver and an amendment agreement. We expect to be in compliance by the end of
the first quarter of fiscal 2002. As of January 27, 2001, $1,924,000 of
principal remained outstanding under the mortgage.

       At January 27, 2001, the Company had an unused line of credit arrangement
with a commercial bank which varies seasonally from $10,000,000 to $18,350,000.
The line of credit is secured by certain assets of the Company, including
accounts receivable and inventory. Borrowings under the facility bear interest,
at the Company's option, at (a) the bank's prime rate, (b) the fixed rate loan
(as defined in the agreement) or (c) the adjusted Eurodollar rate plus 2.5%. The
line of credit expires on July 31, 2001 subject to annual renewal. Management
believes that the line of credit will be renewed; however, if the current lender
decides not to renew the line, we believe that other lenders would be willing to
enter into a similar arrangement.

       On February 10, 1999, Michael Anthony obtained a loan in the amount of
$937,500. As collateral for the loan, we granted the lender a first mortgage on
one of our manufacturing facilities.



                                       18
<PAGE>   19


The mortgage has a fifteen-year term and accrues interest at an annual rate of
7.05%. At January 27, 2001, approximately $865,000 of principal remained
outstanding under the loan.

       On September 16, 1999, Michael Anthony acquired two buildings which house
two manufacturing facilities, located at 70 and 60 South MacQuesten Parkway,
Mount Vernon, NY from MacQuesten Realty Company for a price of $2,450,000.
Michael Anthony incurred $929,000 of long-term debt, which has a four-year term
and accrues interest at an annual rate of 7.50%, and paid the balance with cash
from its operations. At January 27, 2001, approximately $654,000 of principal
remained outstanding under the loan.

       During fiscal 2001, cash provided from operating activities was
$6,030,000. This was primarily the result of $3,547,000 of non-cash items,
mainly depreciation, and a $8,950,000 decrease in accounts receivable, offset by
an increase of $4,226,000 in inventory and the net loss of $1,440,000.

       Cash of $2,546,000 was utilized for investing purposes during fiscal
2001, primarily for the purchase of machinery and equipment.

       During fiscal 2001, cash utilized in financing activities totaled
$1,950,000. This was primarily attributed to the purchase of treasury stock of
$293,000 and payments of long-term debt of $1,657,000.

       For fiscal 2002, Michael Anthony projects capital expenditures of
approximately $1,000,000, which includes machinery and equipment expenses and
certain improvements on its leased and owned properties. See Item 2.
"Properties" and Item 13. "Certain Relationships And Related Transactions."

       We believe that our long-term debt and existing lines of credit provide
sufficient funding for our operations. In the event that we require additional
financing during fiscal 2002, it will be necessary to fund this requirement
through expanded credit facilities with existing or other lenders. We believe
that additional financing can be arranged.

FORWARD-LOOKING STATEMENTS

       This annual report on Form 10-K contains certain forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of
1934. These forward-looking statements include the words "believe," "expect,"
"plans" or similar words and are based in part on Michael Anthony's reasonable
expectations and are subject to a number of factors and risks, many of which are
beyond Michael Anthony's control. Actual results could differ materially from
those discussed under "Business" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations," as a result of any of these
factors:

       (a)    general economic conditions and their impact on the retail sales
              environment;

       (b)    fluctuations in the price of gold and other metals used to
              manufacture our jewelry;



                                       19
<PAGE>   20


       (c)    risks related to the concentration of our customers, particularly
              the operations of any of our top customers;

       (d)    increased competition from outside the United States where labor
              costs are substantially lower;

       (e)    variability of customer requirements and the nature of customers'
              commitments on projections and orders; and

       (f)    the extent to which we are able to retain and attract key
              personnel.

       In light of these uncertainties and risks, there can be no assurance that
the forward-looking statements in this annual report on Form 10-K will occur or
continue in the future. Except for as required in periodic filings under the
Securities Exchange Act of 1934, Michael Anthony undertakes no obligations to
release publicly any revisions to these forward-looking statements that may
reflect events or circumstances after the date of this annual report on Form
10-K or to reflect the occurrence of unanticipated events.

NEW ACCOUNTING STANDARDS

       In June 1998, SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities," SFAS No. 133, as amended by SFAS No. 137 is effective for
fiscal years beginning after June 15, 2000. SFAS No. 133 requires that all
derivative instruments be measured at fair value and recognized in the balance
sheet as either assets or liabilities. The Company has adopted SFAS No. 133 as
of January 28, 2001. The adoption of SFAS No. 133 did not have a material impact
on future operating results or financial statement disclosures.



                                       20
<PAGE>   21



ITEM 7a.  QUANTATIVE AND QUALITATIVE DISCOUNT ABOUT MARKET RISK.

       The Company utilizes financial instruments, including commodity futures,
forwards and options on futures, to limit its exposure to fluctuations in the
price of gold. The Company does not hold or issue such instruments for trading
purposes. The Company hedges its future contracts for gold against anticipated
sales commitments with its customers. Gains or losses on the future contracts
are deferred until settlement of the related anticipated sales to a customer. At
January 27, 2001, there were no forward contracts outstanding. The Company's
exposure to market risk related to the derivative financial instruments is
limited to fluctuations in the price of gold. The Company is also exposed to
credit loss in the event of nonperformance by the counterparties to the
instruments; however, the risk of credit loss is not considered to be
significant.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

       See Item 14 and pages F-1 through F-25, S-1 and S-2.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

On September 21, 1999, Michael Anthony filed a Form 8-K to report a change in
certifying accountants with the firm of Deloitte & Touche, LLP being replaced by
BDO Seidman, LLP effective September 15, 1999. During the Company's two most
recent fiscal years and subsequent interim principle periods, there were no
disagreements with Deloitte & Touche LLP, on any matter of accounting or
practices, financial statement disclosures or auditing scope or procedure.



                                       21
<PAGE>   22



         PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

       The information contained under the headings "Election of Directors" and
"Compliance with Section 16 of the Exchange Act" of Michael Anthony's Proxy
Statement for the 2001 Annual Meeting of Stockholders is incorporated herein by
reference.

ITEM 11.  EXECUTIVE COMPENSATION.

       The information contained under the heading "Executive Compensation" of
Michael Anthony's Proxy Statement for the 2001 Annual Meeting of Stockholders is
incorporated herein by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

       The information contained under the heading "Beneficial Ownership of
Common Stock" of Michael Anthony's Proxy Statement for the 2001 Annual Meeting
of Stockholders is incorporated by reference herein.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

       The information contained under the heading "Certain Transactions" of
Michael Anthony's Proxy Statement for the 2001 Annual Meeting of Stockholders is
incorporated herein by reference. See also Item 2. "Properties."



                                       22
<PAGE>   23



         PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORT ON FORM 8-K.

       (a)    The following documents are filed as a part of this Report:

                                                                         PAGE
                                                                         ----

  (1)      Financial Statements:
           Independent Accountants' Report                                F-1
           Independent Auditors' Report                                   F-2
           Consolidated Balance Sheets                                    F-3
           Consolidated Statements of Operations                          F-4
           Consolidated Statements of Changes in Stockholders'
              Equity                                                      F-5
           Consolidated Statements of Cash Flows                          F-6
           Notes to Consolidated Financial Statements                     F-8

  (2)      Financial Statement Schedule:
           Independent Accountants' Report on Schedule II                 S-1
           Schedule II  Valuation and Qualifying Accounts                 S-2


       All other schedules are omitted as the required information is
inapplicable or is presented in the consolidated financial statements or related
notes.

       The financial statement schedule should be read in conjunction with the
financial statements in the 2001 Annual Report to Stockholders.

   (3)     Exhibits:

<TABLE>
<CAPTION>

   Exhibit
      No.                         Description                                             Page No.
   -------                        -----------                                             --------
<S>            <C>                                                         <C>
    3.1        Certificate of Incorporation of Registrant, as amended      Incorporated by reference to Exhibit 3.1 to
                                                                           Amendment No. 2 to the Company's Registration
                                                                           Statement on Form S3 (File No. 3371308) (the
                                                                           "1993 Registration Statement")

    3.1.1      Certificate of Merger of Michael Anthony Jewelers, Inc.     Incorporated by reference to Exhibit 3.1.1 of
               (New York) and Michael Anthony Jewelers, Inc. (Delaware)    the Company's Annual Report on Form 10K for
                                                                           the fiscal year ended June 30, 1993 (the
                                                                           "1993 Form 10-K")
</TABLE>



                                       23
<PAGE>   24


<TABLE>

<S>            <C>                                                         <C>
    3.2        Amended and Restated ByLaws of Registrant                   Incorporated by reference to Exhibit 3.2 to
                                                                           the Company's Quarterly Report on Form 10Q
                                                                           for the quarter ended July 29, 1995

    4.1        Form of Common Stock Certificate                            Incorporated by reference to Exhibit 3.3 to
                                                                           the Company's Registration Statement on Form
                                                                           S-1 (File No. 338289) (the "1986 Registration
                                                                           Statement")

    4.2        Form of Common Stock Purchase Warrant Certificate           Incorporated by reference to Exhibit 3.4 to
                                                                           the 1986 Registration Statement

    10.1       Consignment Agreement dated as of August 20, 1993 between   Incorporated by reference to Exhibit 10.40 of
               the Registrant and Fleet Precious Metals Inc.               the 1993 Form 10-K

    10.2       Security Agreement dated as of August 20, 1993 among the    Incorporated by reference to Exhibit 10.39 of
               Registrant and Fleet Precious Metals Inc.                   the 1993 Form 10-K


    10.3       Amended and Restated Consignment Agreement dated as of      Incorporated by reference to Exhibit 10.44 to
               August 20, 1993 between the Registrant and ABN AMRO Bank    the 1993 Form 10-K
               N.V., New York Branch

    10.4       First Amendment to 1993 Long-term Incentive Plan of the     Incorporated by reference to Exhibit 10.48 to
               Registrant dated as of September 21, 1993                   the 1993 Form 10-K

    10.5       Consignment Agreement dated as of January 31, 1994           Incorporated by reference to Exhibit 10.46
               (effective as of May 16, 1994) between the Registrant and    to the Company's Annual report on Form 10K
               Credit Suisse, New York Branch                               for the fiscal year ended June 30, 1994
                                                                            (the "1994 Form 10-K")

    10.6       Loan Agreement dated October 6, 1995 between First          Incorporated by reference to Exhibit 10.1 to
               Fidelity Bank, National Association ("First Fidelity")      the Company's Quarterly Report on Form 10Q
               and Registrant                                              for the quarter ended October 28,1995 (the
                                                                           "October 1995 Form 10-Q")

    10.7       Mortgage Note in principal amount of $2,500,000 dated       Incorporated by reference to Exhibit 10.2 to
               October 6, 1995 issued by Registrant in favor of First      the October 1995 Form 10-Q
               Fidelity
</TABLE>



                                       24
<PAGE>   25


<TABLE>

<S>            <C>                                                         <S>
    10.8       Mortgage and Security Agreement dated October 6,1995 by     Incorporated by reference to Exhibit 10.3 to
               Registrant for the benefit of First Fidelity                the October 1995 Form 10-Q

    10.9       Fourth Amendment to Amended and Restated Security           Incorporated by reference to Exhibit 10.5 to
               Agreement dated October 20, 1995 among Registrant and       the October 1995 Form 10-Q
               Registrant's gold lenders

    10.10      Fifth Amendment to Amended and Restated Security            Incorporated by reference to Exhibit 10.6 to
               Agreement dated October 20, 1995 among Registrant and       the October 1995 Form 10-Q
               Registrant's gold lenders

    10.11      Fifth Amendment to Assignment of Trademarks and Service     Incorporated by reference to Exhibit 10.7 to
               Marks dated October 20, 1995 among Registrant and           the October 1995 Form 10-Q
               Registrant's gold lenders

    10.12      Deferred Compensation Plan dated as of March 4, 1996        Incorporated by reference to Exhibit 10.59 to
                                                                           the 1996 Form 10-K

    10.13      Amendment to the 1993 Long Term Incentive Plan              Incorporated by reference to Exhibit 10.1 to
                                                                           the Company's Quarterly Report on Form 10-Q
                                                                           for the quarter ended October 26, 1996 (the
                                                                           "October 1996 Form 10-Q")

    10.14      Amendment to the NonEmployees Directors' Plan               Incorporated by reference to Exhibit 10.2 to
                                                                           the Company's October 1996 Form 10-Q

    10.15      Severance and Termination Agreement dated October 22,       Incorporated by reference to Exhibit 10 to
               1997 between Registrant and Mark Hanna                      the Company's Quarterly Report on Form 10-Q
                                                                           for the quarter ended November 1, 1997

    10.16      1993 Long-term Incentive Plan of the Registrant             Filed as Exhibit 10.54 to the 1998 Form 10-K

    10.17      1993 NonEmployee Directors' Stock Option Plan of the        Filed as Exhibit 10.55 to the 1998 Form 10-K
               Registrant

    10.18      Loan and Security Agreement, dated January 29, 1999, by     Filed as Exhibit 10.33 to the 1999 Form 10-K
               and between the Registrant and General Electric Capital
               Business Asset Funding Corporation
</TABLE>



                                       25
<PAGE>   26


<TABLE>

<S>            <C>                                                         <C>
    10.19      Amendment No. One to Loan and Security Agreement, dated     Filed as Exhibit 10.34 to the 1999 Form 10-K
               January 29, 1999, by and between the Registrant and
               General Electric Capital Business Asset Funding
               Corporation

    10.20      Term Promissory Note, dated January 29, 1999, of the        Filed as Exhibit 10.35 to the 1999 Form 10-K
               Registrant in favor of General Electric Capital Business
               Asset Funding Corporation

    10.21      Asset Purchase Agreement, dated March 3, 1999, by and       Filed as Exhibit 10.36 to the 1999 Form 10-K
               between the Registrant and Town & Country Fine Jewelry
               Group, Inc.

    10.22      Mortgage, Security Agreement and Assignment of Leases and   Filed as Exhibit 10.37 to the 1999 Form 10-K
               Rents dated February 10, 1999, by and between Registrant
               and General Electric Capital Business Asset Funding
               Corporation

    10.23      Promissory Note dated February 10, 1999 by and between      Filed as Exhibit 10.38 to the 1999 Form 10-K
               the Registrant and General Electric Capital Business
               Asset Funding Corporation

    10.24      Consignment Agreement dated as of November 29,1999          Filed as Exhibit 10.40 to the 2000 Form 10-K
               between Registrant and Mitsui & Co. (U.S.A.), Inc.

    10.25      Amended and Restated Intercreditor Agreement dated,         Filed as Exhibit 10.41 to the 2000 Form 10-K
               January 28, 1999 among Registrant and Registrant's gold
               lenders

    10.26      First Amendment to Amended and Restated Intercreditor       Filed as Exhibit 10.42 to the 2000 Form 10-K
               Agreement, dated March 1,2000, among Registrant and
               Registrant's gold lenders

    10.27      Second Amendment and Agreement to Amended and Restated      Filed as Exhibit 10.43 to the 2000 Form 10-K
               Collateral Sharing  Agreement, dated March 1,2000, among
               Registrant and Registrant's gold lenders

    10.28      Sixth Amendment to Amended and Restated Security            Filed as Exhibit 10.44 to the 2000 Form 10-K
               Agreement dated March 1, 2000, among Registrant and
               Registrant's gold lenders
</TABLE>



                                       26
<PAGE>   27


<TABLE>

<S>            <C>                                                         <C>
    10.29      Ninth Amendment and Agreement to Consignment Agreement      Filed as Exhibit 10.45 to the 2000 Form 10-K
               dated March 1, 2000, between Registrant and Fleet
               Precious Metals Inc. among Registrant and Registrant's
               gold lenders

    10.30      1999 Employee Change of Control Plan of the Registrant      Filed as Exhibit 10.46 to the 2000 Form 10-K

    10.31      1999 Non-Employee Director Change of Control Plan of the    Filed as Exhibit 10.47 to the 2000 Form 10-K
               Registrant

    10.32      Contract of Sale dated September 16, 1999 between           Filed as Exhibit 10.48 to the 2000 Form 10-K
               Registrant and MacQuesten Realty Company

    10.33      Assumption Agreement dated September16, 1999 among          Filed as Exhibit 10.50 to the 2000 Form 10-K
               Registrant, MacQuesten Realty Company,  and First Union
               National Bank, successor in interest to First Fidelity

    10.34      Registrant's Form 8-K filed on September 21, 1999           Filed as Exhibit 10.51 to the 2000 Form 10-K

    10.35      Bill of Sale dated October 28, 1999 between MADOR, S.A.     Filed as Exhibit 10.52 to the 2000 Form 10-K
               and Zona Franca San Isidro S.A.

    10.36      Construction Agreement dated October 28, 1999 between       Filed as Exhibit 10.53 to the 2000 Form 10-K
               MADOR, S.A. and Zona Franca San Isidro, S.A.

    10.37      Promissory Note dated August 16, 2000 issued by             Filed as an Exhibit to this Form 10-K
               Registrant to the Chase Manhattan Bank

    21         Subsidiaries of the Registrant                              Filed as an Exhibit to this Form 10-K

    23         Consent of BDO Seidman, LLP                                 Filed as an Exhibit to this Form 10-K

    23.1       Consent of Deloitte & Touche, LLP                           Filed as an Exhibit to this Form 10-K
</TABLE>


REPORT ON FORM 8-K

         None



                                       27
<PAGE>   28



                                   SIGNATURES

       Pursuant to the requirements of Section 13 or 15(d) 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.

Date:  April 26, 2001              MICHAEL ANTHONY JEWELERS, INC.

                                   By: /s/ Michael Paolercio
                                      -----------------------------------------
                                      Michael W. Paolercio, Co-Chairman of the
                                      Board and Chief Executive Officer

       Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>

SIGNATURE                                               TITLE                                    DATE
---------                                               -----                                    ----
<S>                                            <C>                                            <C>
/s/ MICHAEL PAOLERCIO                          Co-Chairman of the Board                       April 26, 2001
-----------------------------------            and Chief Executive Officer
(Michael W. Paolercio)                         (Principal Executive Officer)

/s/ ANTHONY PAOLERCIO                          Co-Chairman of the Board                       April 26, 2001
-----------------------------------            and President
(Anthony Paolercio, Jr.)

/s/ ALLAN CORN                                 Chief Financial Officer,                       April 26, 2001
-----------------------------------            Senior Vice President
(Allan Corn)                                   and Director (Principal
                                               Accounting Officer)

/s/ MICHAEL A. PAOLERCIO                       Senior Vice President,                         April 26, 2001
-----------------------------------            Treasurer and Director
(Michael Anthony Paolercio)

/s/ MICHAEL WAGER                              Director                                       April 26, 2001
-----------------------------------
(Michael Wager)

/s/ DAVID HARRIS                               Director                                       April 26, 2001
-----------------------------------
(David Harris)

/s/ DONALD MILLER                              Director                                       April 26, 2001
-----------------------------------
(Donald Miller)

/s/ NATHAN LIGHT                               Director                                       April 26, 2001
-----------------------------------
(Nathan Light)

/s/ BARRY SCHECKNER                            Director                                       April 26, 2001
-----------------------------------
(Barry Scheckner)
</TABLE>



                                       28
<PAGE>   29



REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors and Stockholders of
Michael Anthony Jewelers, Inc.
Mount Vernon, New York


We have audited the accompanying consolidated balance sheets of Michael Anthony
Jewelers, Inc. and subsidiaries as of January 27, 2001 and January 29, 2000 and
the related consolidated statements of operations, stockholders' equity, and
cash flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatements. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Michael Anthony
Jewelers, Inc. and subsidiaries at January 27, 2001, and January 29, 2000 and
the result of their operations and their cash flows for the years then ended, in
conformity with accounting principles generally accepted in the United States.



BDO Seidman
New York, New York
April 6, 2001



                                      F-1
<PAGE>   30


INDEPENDENT AUDITORS' REPORT


Board of Directors and Stockholders
Michael Anthony Jewelers, Inc.
Mount Vernon, New York


We have audited the accompanying consolidated statements of operations, changes
in stockholders' equity and cash flows of Michael Anthony Jewelers, Inc. and
subsidiaries for the year ended January 30, 1999. Our audit also included the
financial statement schedule listed in the Index at Item 14(a) (2) for the year
ended January 30, 1999. These consolidated financial statements and financial
statement schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements and financial statement schedule based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects the results of operations and cash flows of Michael Anthony
Jewelers, Inc. for the year ended January 30, 1999 in conformity with generally
accepted accounting principles. Also, in our opinion, such financial statement
schedule for the year ended January 30, 1999 when, considered in relation to the
basic consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.



Deloitte & Touche LLP

Parsippany, New Jersey
April 9, 1999 (April 14, 1999 as to the Purchase Agreement with Eurospark
Industries, Inc.)



                                      F-2

<PAGE>   31



                 MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)


<TABLE>
<CAPTION>

ASSETS                                                              January 27,       January 29,
------                                                                 2001              2000
                                                                    -----------       -----------
<S>                                                                  <C>                <C>
CURRENT ASSETS:
     Cash and equivalents                                            $  4,114           $  2,580
     Accounts receivable:
        Trade (less allowances of $2,536 and $1,007, respectively)     15,105             25,521
        Other                                                             224                287
     Inventories                                                       20,496             16,270
     Prepaid expenses and other current assets                          1,424              1,389
     Deferred taxes                                                     1,186                682
                                                                     --------           --------

          Total current assets                                         42,549             46,729

PROPERTY, PLANT AND EQUIPMENT - net                                    19,675             20,614
INTANGIBLES - net                                                          62                169
OTHER ASSETS                                                            1,049                402
                                                                     --------           --------
                                                                     $ 63,335           $ 67,914
                                                                     ========           ========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
     Accounts payable - trade                                        $  3,302           $  2,198
     Current portion of long-term debt                                  1,696              1,580
     Current portion of capital leases                                     --                 76
     Taxes payable                                                        529              1,974
     Accrued expenses                                                   3,791              4,941
                                                                     --------           --------

          Total current liabilities                                     9,318             10,769
                                                                     --------           --------

LONG-TERM DEBT                                                         10,987             12,684
                                                                     --------           --------
DEFERRED TAXES                                                            349                417
                                                                     --------           --------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
     Preferred stock - par value $1.00 per share;
         1,000,000 shares authorized; none issued                          --                 --
     Common stock - par value $.001 per share;
         20,000,000 shares authorized; 8,317,000 and
         8,308,000 shares issued and outstanding  as of
         January 27, 2001, and January 29, 2000, respectively               8                  8
     Additional paid-in capital                                        32,196             31,826
     Retained earnings                                                 16,802             18,242
     Treasury stock, 2,095,000 and 1,951,000 shares as of
         January 27, 2001 and January 29, 2000, respectively           (6,325)            (6,032)
                                                                     --------           --------

               Total stockholders' equity                              42,681             44,044
                                                                     --------           --------
                                                                     $ 63,335           $ 67,914
                                                                     ========           ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.



                                      F-3

<PAGE>   32



                 MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>

                                                                               YEAR ENDED
                                                           ------------------------------------------------
                                                            January 27       January 29,       January 30,
                                                               2001              2000              1999
                                                           -----------       -----------       -----------
<S>                                                       <C>                <C>                <C>
NET SALES                                                 $ 124,718          $ 144,937          $ 137,567
COST OF GOODS SOLD                                           99,983            110,096            105,870
                                                          ---------          ---------          ---------

          GROSS PROFIT ON SALES                              24,735             34,841             31,697

SELLING, GENERAL AND ADMINISTRATIVE
  EXPENSES                                                   24,940             28,257             25,942
                                                          ---------          ---------          ---------

          OPERATING (LOSS)/INCOME                              (205)             6,584              5,755
                                                          ---------          ---------          ---------

OTHER INCOME (EXPENSES):
     Gold consignment fee                                    (1,039)            (1,483)            (1,106)
     Interest expense                                        (1,222)            (1,216)            (1,184)
     Interest income                                            139                175                245
     Other income                                                 1                167                 81
                                                          ---------          ---------          ---------

         TOTAL OTHER EXPENSES                                (2,121)            (2,357)            (1,964)
                                                          ---------          ---------          ---------

(LOSS)/INCOME BEFORE  EXTRAORDINARY
   ITEM AND INCOME TAXES                                     (2,326)             4,227              3,791

INCOME TAX (BENEFIT)/PROVISION                                 (886)             1,607              1,441
                                                          ---------          ---------          ---------

(LOSS)/INCOME BEFORE
  EXTRAORDINARY ITEM                                         (1,440)             2,620              2,350
                                                          ---------          ---------          ---------

EXTRAORDINARY ITEM - REFINANCING  OF
   DEBT (net of income taxes of $130,000)                         -                  -                212
                                                          ---------          ---------          ---------

NET (LOSS)/INCOME                                         $  (1,440)         $   2,620          $   2,138
                                                          =========          =========          =========

(LOSS)/EARNINGS PER SHARE - Basic
   (Loss)/income before extraordinary item                $    (.23)         $     .40          $     .33
   Extraordinary item                                             -                  -               (.03)
                                                          ---------          ---------          ---------
        NET (LOSS)/EARNINGS PER SHARE - Basic             $    (.23)         $     .40          $     .30
                                                          =========          =========          =========

(LOSS)/EARNINGS PER SHARE - Diluted
   (Loss)/income before extraordinary item                $    (.23)         $     .39          $     .33
   Extraordinary item                                             -                  -               (.03)
                                                          ---------          ---------          ---------
        NET (LOSS)/EARNINGS PER SHARE - Diluted              $ (.23)         $     .39          $     .30
                                                          =========          =========          =========

WEIGHTED AVERAGE NUMBER OF SHARES - Basic                     6,319              6,592              7,111
                                                          =========          =========          =========
WEIGHTED AVERAGE NUMBER OF SHARES - Diluted                   6,319              6,702              7,111
                                                          =========          =========          =========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.



                                      F-4

<PAGE>   33


                 MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>

                                 Common Stock             Additional                  Treasury Stock
                              ------------------          Paid-In     Retained     -----------------
                               Shares    Dollars          Capital     Earnings     Shares    Dollars      Total
                              -------    -------          -------     --------     ------    -------      -----
<S>                         <C>         <C>             <C>         <C>          <C>       <C>         <C>
Balance - January 31, 1998      8,282          8          31,747      13,484       (578)     (1,850)     43,389

Purchase of treasury stock          -          -               -           -       (879)     (2,244)     (2,244)

Issuance of stock                   6          -              15           -          -           -          15

Net income                          -          -               -       2,138          -           -       2,138
                             --------   --------        --------    --------   --------    --------    --------
Balance - January 30, 1999      8,288          8          31,762      15,622     (1,457)     (4,094)     43,298

Purchase of treasury stock          -          -               -           -       (494)     (1,938)     (1,938)

Proceeds from exercise of
  stock options                    15          -              44           -          -           -          44

Issuance of stock                   5          -              20           -          -           -          20

Net income                          -          -               -       2,620          -           -       2,620
                             --------   --------        --------    --------   --------    --------    --------

Balance - January 29, 2000      8,308   $      8        $ 31,826    $ 18,242     (1,951)   $ (6,032)   $ 44,044

Purchase of treasury stock          -          -               -           -       (144)       (293)       (293)

Issuance of stock                   9          -              25           -          -           -          25

Issuance of warrants                -          -             345           -          -           -         345
                             --------   --------        --------    --------   --------    --------    --------
Net loss                            -          -               -      (1,440)         -           -      (1,440)
                             --------   --------        --------    --------   --------    --------    --------

Balance - January 27, 2001      8,317   $      8        $ 32,196    $ 16,802     (2,095)   $ (6,325)   $ 42,681
                             ========   ========        ========    ========   ========    ========    ========
</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.



                                      F-5

<PAGE>   34



                 MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                                  Year Ended
                                                                  ------------------------------------------
                                                                  January 27     January 29,    January 30,
                                                                     2001           2000           1999
                                                                  ----------     -----------    ------------
<S>                                                               <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net (loss)/income                                             $ (1,440)      $  2,620       $  2,138
    Adjustments to reconcile net income/(loss) to net cash
      provided by operating activities:
             Depreciation and amortization                           3,547          4,091          3,535
             Provision for doubtful accounts                            79             60            212
             Provision for sales returns                             1,450           (110)           106
             Deferred tax (benefit)/provision                         (572)          (293)           (70)
             Loss/(gain) on disposal of property, plant
               and equipment                                            45            (45)             7
    Provision for stock compensation                                    25             20             15
    (Increase)/decrease in operating assets:
             Accounts receivable                                     8,950          3,639         (7,441)
             Inventories                                            (4,226)        (2,058)        (1,299)
             Prepaid expenses and other current assets                 137              8          1,910
             Other assets                                             (474)           210            480
    Increase/(decrease) in operating liabilities:
             Accounts payable                                        1,104           (610)           (62)
             Taxes payable                                          (1,445)         1,162           --
             Accrued expenses                                       (1,150)           789            579
                                                                  --------       --------       --------

                  Net cash provided by operating activities          6,030          9,483            110
                                                                  --------       --------       --------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of property, plant and equipment                       (2,553)        (6,642)        (2,221)
    Proceeds from sale of equipment                                      7            175             15
                                                                  --------       --------       --------

                  Net cash used in investing activities             (2,546)        (6,467)        (2,206)
                                                                  --------       --------       --------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Principal payments of long-term debt
      and capital lease liabilities                                 (1,657)          (404)        (1,446)
    Proceeds from long-term debt                                      --              901           --
    Proceeds from line of credit                                    17,100         16,400         10,500
    Payments to line of credit                                     (17,100)       (16,400)       (10,500)
    Proceeds from exercise of stock options                           --               44           --
    Purchase of treasury stock                                        (293)        (1,938)        (2,244)
                                                                  --------       --------       --------

                  Net cash used in financing activities             (1,950)        (1,397)        (3,690)
                                                                  --------       --------       --------

NET INCREASE/(DECREASE) IN CASH                                      1,534          1,619         (5,786)

CASH AND EQUIVALENTS AT BEGINNING OF YEAR                            2,580            961          6,747
                                                                  --------       --------       --------

CASH AND EQUIVALENTS AT END OF YEAR                               $  4,114       $  2,580       $    961
                                                                  ========       ========       ========
</TABLE>



The accompanying notes are an integral part of these consolidated financial
statements.



                                      F-6

<PAGE>   35


                 MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                 Year Ended
                                                                  -----------------------------------------
                                                                  January 27,    January 29,    January 30,
                                                                     2001           2000           1999
                                                                  -----------    -----------    -----------
<S>                                                                <C>             <C>           <C>
SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES:

     Investing:
       Mortgage incurred with purchase of building                       -         $  929              -

       Issuance of warrants                                         $  345              -              -

SUPPLEMENTAL DISCLOSURE OF
  CASH FLOW INFORMATION:

     Cash paid during the year for:
      Interest and gold consignment fees                            $2,399         $2,959         $2,592
      Income taxes                                                  $1,441         $  804         $  835
</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.



                                      F-7

<PAGE>   36


MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

1.     NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       NATURE OF OPERATIONS

       Michael Anthony Jewelers, Inc. ("the Company"), is a leading designer,
       marketer and manufacturer of affordable fine jewelry whose customers
       include jewelry chain stores, discount stores, department stores,
       television home shopping networks, catalogue retailers, and wholesalers.

       BASIS OF CONSOLIDATION AND PRESENTATION

       The accompanying consolidated financial statements include the accounts
       of Michael Anthony Jewelers, Inc. and its subsidiaries, all of which are
       wholly-owned. All intercompany balances and transactions have been
       eliminated.

       INVENTORIES AND COST OF GOODS SOLD

       Inventories are valued at lower of cost (first-in, first-out method) or
       market.

       The Company satisfies a majority of its gold supply needs through gold
       consignment agreements with financial institutions that lease gold to the
       Company ("gold lenders"), whereby the gold lenders have agreed to consign
       fine gold to the Company (see Note 4). In accordance with the terms of
       the agreements, the Company has the option of repaying the gold lenders
       in an equivalent number of ounces of fine gold or cash based upon the
       then quoted market price of gold.

       The principal component of cost of goods sold is the cost of the gold
       bullion and other raw materials used in the production of the Company's
       jewelry. Other components of cost of goods sold include direct costs
       incurred by the Company in its manufacturing operations, depreciation,
       freight and insurance.

       PROPERTY, PLANT AND EQUIPMENT

       Property, plant and equipment are carried at cost. Depreciation is
       computed using the straight-line method over the estimated useful lives
       of the assets, five to fifteen years for machinery and equipment and
       thirty years for buildings. Leasehold improvements are amortized over the
       lesser of the estimated life of the asset or the lease.



                                      F-8

<PAGE>   37


MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

1.     NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
       (Continued)

       MOLDS AND MODELS

       For molds and models with a life greater than one year, the Company
       capitalizes and amortizes the costs over a three-year period. In fiscal
       2001, 2000 and 1999 the Company capitalized approximately $538,000,
       $556,000 and $446,000, respectively.

       INTANGIBLES

       Intangible assets (net of accumulated amortization of $1,937,000 and
       $1,830,000 as of January 27, 2001 and January 29, 2000, respectively),
       consist of patents which are amortized on a straight-line basis over the
       lives of the patents, approximately 14 years and a
       covenant-not-to-compete which is amortized on a straight-line basis over
       the life of the covenant of five years.

       LONG-LIVED ASSETS

       In accordance with Statement of Financial Accounting Standards ("SFAS")
       No. 121, "Accounting for the Impairment of Long-lived Assets and for
       Long-lived Assets to be Disposed Of ", long-lived assets and certain
       identifiable intangibles (excluding financial instruments and deferred
       tax assets) to be held and used are reviewed by the Company for
       impairment whenever events or changes in circumstances indicate that the
       carrying amount of an asset may not be recoverable.

       If a review for recoverability is necessary, the Company estimates the
       future cash flows expected to result from the use of the asset and its
       eventual disposition. If the sum of the expected future cash flows
       (undiscounted and without interest charges) is less than the carrying
       amount of the asset, an impairment loss is recognized. Otherwise, an
       impairment loss is not recognized. Any impairment loss recognized is
       measured as excess of carrying amount of the asset over the fair value of
       the asset. For the years ended January 27, 2001, January 29, 2000 and
       January 30, 1999, there were no impairment losses.

       REVENUE RECOGNITION

       Revenue from sales to customers (other than consignment) is recognized at
       the time the merchandise is shipped. Merchandise sold under consignment
       arrangements between the Company and certain customers is not recognized
       as revenue by the Company until the



                                      F-9
<PAGE>   38


MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

1.     NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
       (Continued)

       REVENUE RECOGNITION (Continued)

       products are sold by the consignee. In certain cases, the Company accepts
       payment for merchandise in gold. Additionally, the Company enters into
       arrangements for certain customers of its rope chain and tubing products
       whereby the gold value of the finished product is transferred in the form
       of fine gold ounces from the customer to the Company. The value of the
       finished product that exceeds the gold content value is recovered as
       revenue and the related cost to manufacture is recorded as an expense
       ("tolling arrangements").

       ALLOWANCE FOR SALES RETURNS

       The Company reduces gross sales by the amount of discounts and returns to
       determine net sales. Each month the Company estimates a reserve for
       returns based on historical experience and the amount of gross sales. The
       reserve is adjusted periodically to reflect the Company's actual return
       experience.

       CATALOG COSTS

       Catalog costs are charged to expense as incurred, the only exception
       being major catalog revisions. Costs capitalized are amortized over the
       units of catalogs shipped, up to a maximum of two years. At January 27,
       2001, January 29, 2000 and January 30, 1999, in connection with three
       significant catalog revisions, approximately $36,000, $169,000 and
       $52,000, respectively, had been capitalized. Included in the statements
       of operations for the years ended January 27, 2001, January 29, 2000 and
       January 30, 1999, is amortization expense of $110,000, $124,000 and
       $158,000, respectively.

       SHIPPING AND HANDLING COSTS

       Shipping and handling costs billed to customers are recorded as revenue.
       The costs associated with shipping goods to customers are recorded as a
       selling expense. As a result of adopting EITF 00-10 sales increased and
       selling expenses decreased by approximately $400,000 in each of the years
       ended January 27, 2001, January 29, 2000 and January 30, 1999. Shipping
       expenses for the years ended January 27, 2001, January 29, 2000 and
       January 30, 1999 were $669,000, $630,000 and $707,000, respectively.

       CASH EQUIVALENTS

       Highly liquid investments with maturities of three months or less at the
       date of acquisition are classified as cash equivalents.



                                      F-10

<PAGE>   39


MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

1.     NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
       (Continued)

       FINANCIAL INSTRUMENTS

       The Company utilizes financial instruments, including commodity futures,
       forwards and options on futures, to limit its exposure to fluctuations in
       the price of gold. The Company does not hold or issue such instruments
       for trading purposes. The Company hedges its future contracts for gold
       against anticipated sales commitments with its customers. Gains or losses
       on the future contracts are deferred until settlement of the related
       anticipated sales to a customer. At January 27, 2001, there were no
       forward contracts and options on futures outstanding. The Company's
       exposure to market risk related to the derivative financial instruments
       is limited to fluctuations in the price of gold. The Company is also
       exposed to credit loss in the event of nonperformance by the
       counterparties to the instruments; however, the risk of credit loss is
       not considered to be significant.

       EARNINGS (LOSS) PER SHARE

      Basic EPS is computed by dividing net income (loss) by the weighted
      average shares outstanding for the period. Diluted EPS reflects the
      potential dilution that could occur if options to issue common stock were
      exercised and converted to common stock. Options and warrants outstanding
      were not materially dilutive for each of the three years in the period
      ended January 27, 2001.

      NEW ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED

       In June 1998, SFAS No. 133, "Accounting for Derivative Instruments and
       Hedging Activities," SFAS No. 133, as amended by SFAS No. 137, is
       effective for fiscal years beginning after June 15, 2000. SFAS No. 133
       requires that all derivative instruments be measured at fair value and
       recognized in the balance sheet as either assets or liabilities. The
       Company has adopted SFAS No. 133 as of January 28, 2001. The adoption of
       SFAS No. 133 did not have a material impact on future opening results or
       financial statement disclosure.



                                      F-11

<PAGE>   40


MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

1.     NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
       (Continued)


       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.

       FISCAL YEAR END

       The Company's fiscal year end is the Saturday closest to the end of
       January. The financial statements for the fiscal years ended January 27,
       2001, January 29, 2000 and January 30, 1999 were comprised of 52 weeks,
       respectively.

       RECLASSIFICATIONS

       Certain reclassifications were made to the prior year's financial
       statements to conform to the current year's presentation.



                                      F-12

<PAGE>   41



MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

2.     INVENTORIES

       Inventories consist of:

                                     January 27,           January 29,
                                        2001                  2000
                                     ----------            -----------
                                              (In thousands)

              Finished goods          $32,837               $34,908
              Work in process          14,636                14,012
              Raw materials             3,741                 5,426
                                      -------               -------
                                       51,214                54,346
              Less:
               Consigned gold          30,718                38,076
                                      -------               -------
                                      $20,496               $16,270
                                      =======               =======

       At January 27, 2001 and January 29, 2000, inventories excluded
       approximately 117,000 and 133,000 ounces of gold on consignment,
       respectively.

3.     PROPERTY, PLANT AND EQUIPMENT

       Property, plant and equipment consist of the following:

                                                     January 27,    January 29,
                                                        2001           2000
                                                     -----------    -----------
                                                           (In thousands)

              Machinery and equipment                  $41,351       $39,130
              Building and building improvements        11,381        11,137
              Land                                       2,192         2,192
                                                       -------       -------
                                                        54,924        52,459
              Less:  Accumulated depreciation

                        and amortization                35,249        31,845
                                                       -------       -------
                                                       $19,675       $20,614
                                                       =======       =======

       Included in property, plant and equipment as of January 27, 2001, are
       capitalized leases with a carrying value of $83,000. Total capitalized
       lease amortization expense was $191,000, $207,000 and $215,000 for the
       years ended January 27, 2001, January 29,2000 and January 30, 1999.



                                      F-13

<PAGE>   42


MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

4.     GOLD CONSIGNMENT AGREEMENTS

       The Company has gold consignment agreements with gold lenders. Under the
       terms of the agreements, the Company is entitled to lease the lesser of
       an aggregate amount of 270,000 ounces, or an aggregate consigned gold
       value not to exceed $95,000,000. The consigned gold is secured by certain
       property of the Company including its inventory and equipment. Title to
       such consigned gold remains with the gold lenders until the Company
       purchases the gold. However, during the period of consignment, the entire
       risk of physical loss, damage or destruction of the gold is borne by the
       Company. The purchase price per ounce is based on the daily Second London
       Gold Fix. The Company pays the gold consignors a consignment fee based on
       the dollar value of gold ounces outstanding, as defined in the
       agreements.

       The consignment agreements are terminable by the Company or the
       respective gold lenders upon 30 days notice. If any gold lender were to
       terminate its existing gold consignment agreement, the Company does not
       believe it would experience an interruption of its gold supply that would
       materially adversely affect its business. The Company believes that other
       consignors would be willing to enter into similar arrangements if any
       gold lender terminates its relationship with the Company.

       The consignment agreements contain certain restrictive covenants relating
       to maximum usage, net worth, working capital, and other financial ratios,
       and each of the agreements require the Company to own a specific amount
       of gold at all times.

       As of January 27, 2001, the Company was not in compliance with one of the
       covenants. The Company expects to be in compliance by the end of the
       first quarter of fiscal 2002. The Company's owned gold inventory was
       valued at approximately $4,474,000.

5.     ACCRUED EXPENSES

       Accrued expenses consist of the following:

<TABLE>
<CAPTION>

                                                             January 27,         January 29,
                                                                2001                2000
                                                             -----------         -----------
                                                                    (In thousands)
<S>                                                           <C>                   <C>
            Accrued advertising and royalty expenses          $2,115                $2,508
            Accrued payroll expenses                             845                 1,585
            Customer deposits payable                            331                   252
            Accrued interest                                     179                    57
            Other accrued expenses                               321                   539
                                                              ------                ------
                                                              $3,791                $4,941
                                                              ======                ======
</TABLE>



                                      F-14

<PAGE>   43



MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

6.   LONG-TERM DEBT

     Long-term debt consists of the following:

<TABLE>
<CAPTION>

                                                                                       January 27,        January 29,
                                                                                          2001               2000
                                                                                       -----------        -----------
                                                                                               (In Thousands)

<S>                                                                                     <C>               <C>
        Note payable - interest at 6.85%, interest only of $60,000 payable
        monthly for first year, interest and principal of $157,000 payable
        monthly over a seven-year term through
        January 2007. (a)                                                               $ 9,240            $10,444

        Mortgage payable - interest at 8%, interest and principal of $24,000
        payable monthly over a ten-year term through
        October 2005. (b)                                                                 1,924              2,053

        Note payable - interest at 7.05%, interest and principal of $8,500
        payable monthly over a fifteen year term
        through March 2014. (c)                                                             865                904

         Mortgage payable - interest at 7.5%, interest and principal of $22,000
         payable monthly over a four-year term through
         September 2003. (d)                                                                654                863
                                                                                        -------            -------
                                                                                         12,683             14,264
                 Less: current portion                                                    1,696              1,580
                                                                                        -------            -------
                                                                                        $10,987            $12,684
                                                                                        =======            =======
</TABLE>

     (a) On January 27, 1999, the Company repaid its existing long-term debt
     with the insurance companies. The Company obtained a loan from a new lender
     in the amount of $10,444,000. As collateral for the loan, the Company
     granted the lender a lien on the Company's machinery and equipment. The
     loan has an eight-year term and accrues interest at 6.85%. The loan does
     not contain any restrictive financial covenants. The loan agreement
     contains a cross collateral/cross default clause in connection with the
     Company's Line of Credit Agreement (see Note. 7).

     The proceeds from the loan were used to repay the notes with the insurance
     companies. The Company incurred $10,000 of costs which are being amortized
     over the term of the new loan. Costs of $342,000 associated with the old
     debt were written off as an extraordinary charge.

     (b) The 8.0% mortgage is secured by a lien on the Company's corporate
     headquarters. Additionally, the mortgage agreement contains certain
     restrictive financial covenants.



                                      F-15
<PAGE>   44



MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

6.   LONG-TERM DEBT (Continued)


     (c) On February 10, 1999, the Company obtained a loan in the amount of
     $937,500. As collateral for the loan, the Company granted the lender a
     first mortgage on one of its manufacturing facilities. The mortgage has a
     fifteen-year term and accrues interest at an annual rate of 7.05%. At
     January 27, 2001, $865,000 of principal remained outstanding under the
     loan.

     (d) On September 16, 1999 the Company exercised the option to purchase the
     remaining manufacturing and distribution facilities housed in the buildings
     located at 60 and 70 South MacQuesten Parkway, Mt. Vernon at an aggregate
     purchase price of $2,450,000. The Company incurred $929,000 of long-term
     debt, which has a four-year term and accrues interest at an annual rate of
     7.50%. At January 27, 2001, $654,000 of principal remained outstanding
     under the loan.

     Maturities of long-term debt as of January 27, 2001 are as follows (in
     thousands):

                    YEAR ENDING JANUARY

                            2002                   $ 1,696
                            2003                     1,821
                            2004                     1,873
                            2005                     1,812
                            2006                     3,162
                        Thereafter                   2,319
                                                   -------
                                                   $12,683
                                                   =======

7.   LINE OF CREDIT

     At January 27, 2001, the Company had an unused line of credit arrangement
     with a commercial bank which varies seasonally from $10,000,000 to
     $18,350,000 (the "line of credit"). The line of credit is secured by a lien
     on certain assets of the Company, including accounts receivable and
     inventory. Borrowings under the facility bear interest at the Company's
     option of the bank's prime rate, the fixed rate loan (as defined in the
     agreement) or the adjusted Eurodollar rate plus 2.5%. The line of credit
     expires on July 31, 2001 subject to annual renewal. Management believes
     that the line of credit will be renewed; however, if the current lender
     decides not to renew the line, the Company believes that other lenders
     would be willing to enter into a similar arrangement.



                                      F-16

<PAGE>   45


MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

8.   FAIR VALUE OF FINANCIAL INSTRUMENTS

     The carrying amounts and fair values of the Company's financial instruments
     are as follow:

                                      January 27, 2001       January 29, 2000
                                      ----------------       ----------------
                                     Carrying     Fair       Carrying   Fair
                                       Value      Value        Value    Value
                                       -----      -----        -----    -----
                                                   (In thousands)
Notes with lenders:
   6.85% note payable                 $ 9,240    $ 9,496     $10,444    $10,078
   8.0% mortgage payable                1,924      2,040       2,053      2,053
   7.05% note payable                     865        891         904        852
   7.5% mortgage payable                  654        654         863        863

     The fair value of the 7.5% mortgage payable was assumed to reasonably
     approximate the carrying amount since the debt was recently issued. The
     fair value of the mortgage payable was based on current rates available to
     the Company for debt with similar remaining maturities.

     At January 29, 2000 the fair value of the 8.0% and 7.5% mortgages payable
     were assumed to reasonably approximate the carrying amount since the debt
     was recently issued.

     The Company believes the carrying amount of the following financial
     instruments is equal to their fair value due to their short period of
     maturity: cash, accounts receivable, accounts payable and accrued expenses.
     The Second London Gold Fix is used daily to value the ounces of gold and as
     such the carrying value of gold inventory approximates fair value.

9.   INCOME TAXES

     Deferred income taxes reflect the net tax effects of temporary differences
     between the carrying amounts of assets and liabilities for financial
     purposes and for income tax purposes.

     Income tax provision/(benefit) consists of the following:

                                                Year Ended
                                -------------------------------------------
                                January 27,     January 29,     January 30,
                                   2001            2000             1999
                                   ----                             ----
                                              (In thousands)
     Current:
       Federal                   $  (268)        $ 1,630         $ 1,406
       State and local               (46)            270             105
                                 -------         -------         -------
                                    (314)          1,900           1,511
     Deferred income tax            (572)           (293)            (70)
                                 -------         -------         -------
       Total                     $  (886)        $ 1,607         $ 1,441
                                 =======         =======         =======



                                      F-17

<PAGE>   46


MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

9.   INCOME TAXES (Continued)

     The following is a reconciliation of the federal statutory rate to the
     effective tax rate:

<TABLE>
<CAPTION>

                                                                        Year Ended
                                                         -----------------------------------------------
                                                         January 27,       January 29,       January 30,
                                                            2001              2000              1999
                                                         -----------       -----------       -----------
<S>                                                        <C>                <C>               <C>
            Statutory tax (benefit) rate                   (34.0)%            34.0%             34.0%
              State and local taxes (benefit),
                 net of federal benefit                     (3.0)              3.0               3.0
            Other                                           (1.0)              1.0               1.0
                                                           ------             ----              ----

            Statutory tax (benefit) rate                   (38.0)%            38.0%             38.0%
                                                           ======             ====              ====
</TABLE>


     The tax effects of significant items comprising the Company's deferred tax
     (liabilities) and assets are as follows (in thousands):

                                                   January 27,    January 29,
                                                      2001           2000
                                                   -----------    -----------
        Non-current deferred tax items:
          Difference between book and tax
            depreciation methods                   $  (349)        $  (417)
                                                   -------         -------

        Current deferred tax assets:
         Reserves for sales returns and
            doubtful accounts                          964             383
         Inventory reserve                              95             222
         Other                                         127              77
                                                   -------         -------

                                                     1,186             682
                                                   -------         -------

  Net deferred tax asset                           $   837         $   265
                                                   =======         =======



                                      F-18

<PAGE>   47


MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

10.  RELATED PARTY TRANSACTIONS

     On September 16, 1999, the Company acquired two buildings which house two
     manufacturing facilities, located at 70 and 60 South MacQuesten Parkway,
     Mount Vernon, New York from MacQuesten Realty Company ("MRC"), a
     partnership consisting of certain stockholders of the Company, for a price
     of $2,450,000.

     Rent expense related to the MRC leases for the years ended January 27,
     2001, January 29, 2000 and January 30, 1999 amounted to $-0-, $349,000 and
     $504,000, respectively, principally for manufacturing and distribution
     facilities.

     The Company incurred $929,000 of long term debt, which has a four-year term
     and accrues interest at an annual rate of 7.50%, and paid the balance with
     cash from its operations. At January 27, 2001, $654,000 of principal
     remained outstanding under the loan.

     On February 29, 2000, the Company loaned $123,000 to an officer. On
     December 31, 2000, the Company extended the term of the note until December
     31, 2001 and increased the principal to $131,000. Interest on the unpaid
     principal of $131,000 accrues at the rate of 8% per annum until the
     maturity date of December 31, 2001.

11.  COMMITMENTS

     The Company's product line includes licensed goods manufactured pursuant to
     two or three year agreements with licensors. Royalty fees range from 6% to
     12% of net sales of these products, or a minimum guarantee, whichever is
     greater. The Company records the related expense over the units sold.

     As of January 27, 2001, the future guaranteed royalty commitments are as
     follows:

             Year Ending                       Guaranteed
               January                          Royalty
               -------                         Commitments
                                               -----------
                                              (in thousands)

                2002                              $233
                2003                                48
                                                  ----

                                                  $281
                                                  ====



                                      F-19

<PAGE>   48



MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

11.  COMMITMENTS (Continued)

     The Company, through MADOR S.A., has entered into a Real Estate Purchase
     Agreement and a Construction Agreement with Zona Franca San Isidro, S.A.
     for the construction of a 40,000 square feet assembly and manufacturing
     facility located in the Dominican Republic that is expected to be
     operational in August 2001 at a cost of approximately $2,000,000 for land,
     building and machinery.

On December 22, 2000 the Company entered into a distribution agreement with the
Almond Jewelry Group. Under the arrangement, the Company acquired the exclusive
rights to market and distribute gold jewelry products manufactured by Almond to
retailers in the United States. Almond will no longer market its gold jewelry
products to retailers in the United States. The Company has also entered into a
supply agreement with Almond, which will assure its customer base the continuity
of a supply of high quality and innovative merchandise. In connection with the
distribution agreement, Almond was issued 300,000 shares of common stock
purchase warrants at a price of $2.00 per share. The warrants were ascribed a
value of $345,000 using the Black-Scholes option pricing model. The Company
recorded $172,000 of the warrants value in prepaid expenses and other current
assets and the remaining balance in other assets. The warrants will be amortized
in to expense as the related income is earned.

12.  STOCK PLANS

     The Company has elected to continue to account for employees stock-based
     transactions under Accounting Principles Board No. 25, "Accounting for
     Stock Issued to Employees". Since the exercise price of all stock options
     granted under the stock plans were equal to the price of the stock at the
     date of grant, no compensation has been recognized by the Company. Under
     the Company's stock option agreements, had the compensation expense been
     determined based upon the fair value at the grant date consistent with the
     methodology prescribed under SFAS No. 123, "Accounting for Stock Based
     Compensation," the Company's pro forma, net income (loss) and earnings
     (loss) per share would have been net (loss)/income of $(1,541,000),
     $2,472,000, and $2,074,000, and $(.24), $.37, and $.29 (loss)/earnings per
     share for the years ended January 27, 2001, January 29, 2000 and January
     30, 1999, respectively. The weighted average per share fair value of the
     options granted during the years ended January 27, 2001, January 29, 2000
     and January 30, 1999 were estimated at $.77, $1.00, and $.84, respectively,
     on the dates of grant using the Black-Scholes option-pricing model with the
     following weighted average assumptions:



                                      F-20

<PAGE>   49


MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

12.  STOCK PLANS (Continued)

<TABLE>
<CAPTION>
                                                         January 27,      January 29,       January 30,
                                                            2001              2000             1999
                                                            ----              ----             ----
<S>                                                           <C>               <C>              <C>
                  Expected life (years)                       3                 3                2
                  Risk-free interest rates                  6.5%              6.5%             5.5%
                  Expected volatility                      60.0%             49.7%            44.4%
                  Expected dividend yield                     -                 -                -
</TABLE>

     The pro forma effect on net income and earnings per share for the year
     ended January 27, 2001 may not be representative of the pro forma effect in
     future years because it includes compensation cost on a straight line basis
     over the vesting periods of the grants and does not take into consideration
     the pro forma compensation costs for grants made prior to 1996.

     INCENTIVE STOCK OPTION PLANS

     During the year ended June 30, 1994, the Company adopted the 1993 Long-Term
     Incentive Plan and the 1993 Non-Employee Directors' Stock Option Plan. The
     Plans permit the granting of incentive stock options and non-qualified
     stock options to employees and non-employee directors for the purchase of
     up to an aggregate of 2,000,000 and 250,000 shares of common stock,
     respectively. The option term is for a period not to exceed five years from
     the date of grant.



                                      F-21

<PAGE>   50


MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

12.  STOCK PLANS (Continued)

     LONG-TERM INCENTIVE PLAN

<TABLE>
<CAPTION>

                                                            Weighted
                                                             Average          Exercise
                                               Shares      Option Price         Price
                                               ------      ------------       --------
<S>                                           <C>          <C>             <C>
Outstanding at January 31, 1998               688,500      $3.60           $2.13-$7.75

 Lapsed                                      (190,000)     $4.14           $2.94-$7.75
 Granted - Additions                          150,000      $3.13           $3.13
                                             --------

 Outstanding at January 30, 1999              648,500      $3.33           $2.13-$6.13

 Lapsed                                       (86,000)     $5.35           $2.75-$6.13
 Exercised                                    (15,000)     $2.94           $2.94
 Granted                                      288,000      $3.51           $3.13-$3.63
                                             --------

 Outstanding at January 29, 2000              835,500      $3.19           $2.13-$3.63
                                             --------

 Lapsed                                      (433,440)     $3.15           $2.13-$3.63
 Granted                                            -      $   -           $   -
                                             --------

Outstanding at January 27, 2001               402,060      $3.01           $2.88-$3.63
                                             ========
</TABLE>

     Options exercisable at January 27, 2001 were for 203,560 shares of common
     stock at prices between $2.88 - $3.63 a share. At January 27, 2001, shares
     for future option grants totaling 1,552,940 were available under the plan.



                                      F-22

<PAGE>   51


MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

12.  STOCK PLANS (Continued)

     NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

<TABLE>
<CAPTION>

                                                         Weighted
                                                          Average        Exercise
                                            Shares      Option Price       Price
                                            ------      ------------     --------
<S>                                         <C>         <C>              <C>
Outstanding at January 31, 1998             60,000      $2.69            $2.63 - $5.00

 Lapsed                                    (10,000)     $4.19            $4.19
 Granted                                    15,000      $2.75            $2.56 - $3.00
                                           -------

Outstanding at January 30, 1999             65,000      $3.08            $2.39 - $5.00

 Lapsed                                     (5,000)     $5.00            $5.00
 Granted                                    15,000      $3.27            $2.88-$3.88
                                           -------

Outstanding at January 29, 2000             75,000      $3.03            $2.56-$3.88

Lapsed                                     (15,000)     $3.02            $2.63-$3.50
Granted                                     35,000      $2.49            $1.88-$2.94
                                           -------

Outstanding at January 27, 2001             95,000      $2.81            $1.88-$3.06
                                           =======
</TABLE>

     Options exercisable at January 27, 2001 for 50,200 shares of common stock
     at prices between $1.88 - $3.06 a share. At January 27, 2001, shares for
     future option grants totaling 155,000 were available under this plan.

     WARRANTS AND NON-QUALIFIED OPTIONS

     The Company has granted common stock purchase warrants and non-qualified
     options.

     The changes in the number of shares under the stock purchase warrants and
     non-qualified options and the weighted average option price per share are
     as follows:


                                      F-23

<PAGE>   52


MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

12.  STOCK PLANS (Continued)

     NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

<TABLE>
<CAPTION>

                                                         Weighted
                                                          Average        Exercise
                                            Shares      Option Price       Price
                                            ------      ------------     --------
<S>                                         <C>         <C>              <C>
Outstanding at January 31, 1998             60,000      $   2.69         $2.63 - $5.00

 Lapsed                                    (10,000)     $   4.19         $4.19
 Granted                                    15,000      $   2.75         $2.56 - $3.00
                                           -------

Outstanding at January 30, 1999             65,000      $   3.08         $2.39 - $5.00

 Lapsed                                     (5,000)     $   5.00         $5.00
 Granted                                    15,000      $   3.27         $2.88-$3.88
                                           -------

Outstanding at January 29, 2000             75,000      $   3.03         $2.56-$3.88

Lapsed                                     (15,000)     $   3.02         $2.63-$3.50
Granted                                     35,000      $   2.49         $1.88-$2.94
                                           -------

Outstanding at January 27, 2001             95,000      $   2.81         $1.88-$3.06
                                           =======
</TABLE>

     Options exercisable at January 27, 2001 for 50,200 shares of common stock
     at prices between $1.88 - $3.06 a share. At January 27, 2001, shares for
     future option grants totaling 155,000 were available under this plan.

     WARRANTS AND NON-QUALIFIED OPTIONS

     The Company has granted common stock purchase warrants and non-qualified
     options.

     The changes in the number of shares under the stock purchase warrants and
     non-qualified options and the weighted average option price per share are
     as follows:


                                      F-24

<PAGE>   53



MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

12.  STOCK PLANS (Continued)

<TABLE>
<CAPTION>

                                                               Weighted
                                                                Average         Exercise
                                                  Shares      Option Price       Price
                                                  ------      ------------      --------
<S>                                               <C>           <C>            <C>
Outstanding at January 31, 1998                   121,000       $3.58          $3.00 - $7.50

 Lapsed                                           (25,000)      $5.82          $3.25 - $7.50
                                                 --------

Outstanding at January 30, 1999                    96,000       $3.00          $3.00

Granted                                                 -       $   -          $   -
                                                 -------

 Outstanding and exercisable

  at  January 29, 2000                             96,000       $3.00          $3.00

 Issued                                           300,000       $2.00          $2.00
 Lapsed                                           (96,000)      $3.00          $3.00
                                                  -------

Outstanding at January 27, 2001                   300,000       $2.00          $2.00
                                                  =======
</TABLE>

In connection with the distribution agreement with Almond, Almond was issued
300,000 shares of common stock purchase warrants. (See Note 11.)

<TABLE>
<CAPTION>

                                                 OUTSTANDING                            EXERCISABLE
                                 --------------------------------------------    ---------------------------
                                                  Weighted
                                                   Average
                                                  Remaining       Weighted                       Weighted
                                                  Years of        Average         Number of      Average
          Range of Exercise       Number of      Contractual      Exercise         Options       Exercise
               Prices              Options          Life           Price                          Price
         --------------------    -------------------------------------------     ---------------------------
<S>                                   <C>            <C>           <C>                <C>         <C>
            $1.88 - $2.75             340,000        3.9           $2.07               13,500     $2.78
            $2.81 - $3.06             159,000        1.9           $2.94              144,200     $2.94
            $3.13 - $3.88             298,060        3.1           $3.42               96,060     $3.47
                                 -------------------------------------------     ---------------------------
                 In Total             797,060        3.1           $2.75              253,760     $3.13
                                 -------------------------------------------     ---------------------------
</TABLE>



                                      F-25

<PAGE>   54


MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

13.  RETIREMENT PLAN

     The Company established a 401(k) Retirement Plan and Trust for all eligible
     employees. Under the terms of the plan the employee may contribute 1% to
     20% of compensation. There is a partial employer matching contribution.
     Included in the statement of operations for the years ended January 27,
     2001, January 29, 2000 and January 30, 1999 is $70,000, $58,000 and $69,000
     of expense for the employer portion of the contribution.

14.  SIGNIFICANT CUSTOMERS

     Sales to the Company's two largest customers were approximately 15% and
     13%, 15% and 13%, and 13% and 11%, respectively, of net sales for the years
     ended January 27, 2001, January 29, 2000 and January 30, 1999. One customer
     accounted for approximately 22% of accounts receivable at January 27, 2001.

15.  STOCK REPURCHASE PROGRAM

     In December 1995, the Company announced a Common Stock Repurchase Program,
     (the "1995 Stock Repurchase Program"), pursuant to which the Company may
     repurchase up to 750,000 shares of Common Stock. On April 4, 1997, the
     Board of Directors authorized an increase of an additional 500,000 shares
     of common stock that the Company may repurchase under the stock repurchase
     plan. On May 26, 1998, the Board of Directors authorized an increase of up
     to an additional 1,000,000 shares of common stock that the Company may
     repurchase under the Stock Repurchase Plan. During the years ended January
     27, 2001, January 29, 2000 and January 30, 1999, the Company repurchased a
     total of 144,000, 494,000 and 879,000 shares, respectively, on the open
     market under the 1995 Stock Repurchase Program for an aggregate price of
     approximately $293,000, $1,938,000 and $2,244,000, respectively.

16.  LEGAL PROCEEDINGS

     The Company is involved in various legal claims and disputes, none of which
     is considered material and all of which, for the most part, are normal to
     the Company's business. In the opinion of management, the amount of losses
     that might be sustained, if any, from such claims and disputes would not
     have a material effect on the Company's financial statements.



                                      F-26

<PAGE>   55



MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

17.  COMMITMENTS AND CONTINGENCIES

     In early 1999, at the decision of the compensation committee the Company
     adopted a Change of Control Plan for executive officers, other key
     employees, and Non-Employee Directors. The Plan provides for severance
     payments to executive officers and other key employees. The severance
     payments will be an amount equal to one times the individual's most recent
     salary and bonus. The Plan also provides for continuation of medical and
     dental benefits for a period of one year and automatic vesting of stock
     options, if permissible under the applicable stock option plan. The
     Non-Employee Director Plan provides for a payment of the sum of the
     Non-Employee Director's regular compensation at the rate in effect at the
     time of the change of control. These benefits are triggered upon a change
     of control, as defined in the plan. Individual Agreements under the Plan
     have been entered into with each of the executive officers, other key
     employees and Non-Employee Directors.



                                      F-27

<PAGE>   56


                 MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


18.  Summary of Quarterly Results (Unaudited) (in thousands)

<TABLE>
<CAPTION>

                                        YEAR ENDED JANUARY 27, 2001                         YEAR ENDED JANUARY 29, 2000
                                --------------------------------------------        -------------------------------------------
                                               QUARTER ENDED                                       QUARTER ENDED
                                --------------------------------------------        -------------------------------------------

                                 Apr. 29,   Jul. 29,    Oct. 28,    Jan. 27,        May 1,    Jul. 31,     Oct. 30,   Jan. 29,
                                   2000       2000        2000        2001           1999       1999         1999       2000
                                   ----       ----        ----        ----           ----       ----         ----       ----
<S>                               <C>       <C>          <C>         <C>           <C>         <C>         <C>        <C>
Net sales (A)                      $ 25,700    $ 24,821    $ 41,045    $ 33,152    $ 28,982    $ 25,331    $ 49,935    $ 40,689

Cost of goods sold                   20,111      20,147      33,203      26,522      22,171      19,187      38,418      30,320
                                   --------    --------    --------    --------    --------    --------    --------    --------

    Gross profit                      5,589       4,674       7,842       6,630       6,811       6,144      11,517      10,369

Selling, general &
   administrative expenses            5,955       5,821       6,854       6,310       6,163       6,420       8,265       7,409
                                   --------    --------    --------    --------    --------    --------    --------    --------

Operating (loss)/income                (366)     (1,147)        988         320         648        (276)      3,252       2,960

Other income (expense):
  Gold consignment fees                (222)       (246)       (347)       (224)       (224)       (277)       (581)       (401)
  Interest expense                     (249)       (244)       (294)       (435)       (233)       (239)       (270)       (474)
  Interest income                        90          20           5          24          76          63          18          17
  Other - net                            14          16          10         (39)         27          28         141         (28)
                                   --------    --------    --------    --------    --------    --------    --------    --------
Total other income
   (expense)                           (367)       (454)       (626)       (674)       (354)       (425)       (692)       (886)

(Loss)/income from operations
  before income taxes                  (733)     (1,601)        362        (354)        294        (701)      2,560       2,074

Income tax (benefit)/provision         (279)       (608)        137        (136)        111        (265)        972         789
                                   --------    --------    --------    --------    --------    --------    --------    --------

Net (loss)/income                  $   (454)   $   (993)   $    225    $   (218)   $    183    $   (436)   $  1,588    $  1,285
                                   ========    ========    ========    ========    ========    ========    ========    ========


(Loss)/earnings per share (B):

Net (loss)/earnings per share      $   (.07)   $   (.16)   $    .04    $   (.03)   $   0.03    $  (0.06)   $   0.25    $    .20
                                   ========    ========    ========    ========    ========    ========    ========    ========
</TABLE>


(A)  The Company's net sales are subject to seasonal fluctuation. This
     fluctuation is mitigated to a degree by the early placement of orders for
     the holiday season.

(B)  Per share amounts do not always add to the annual per share amount because
     the figures are required to be independently calculated.



                                      F-28

<PAGE>   57


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



Board of Directors
Michael Anthony Jewelers, Inc.
Mount Vernon, New York


The audits referred to in our report dated April 6, 2001 relating to the
consolidated financial statements of Michael Anthony Jewelers, Inc. and
subsidiaries which is contained in Item 8 of this Form 10-K, included the audits
of the financial statements schedule listed in the accompanying index for the
years ended January 27, 2001 and January 29, 2000. The financial statements
schedule is the responsibility of management. Our responsibility is to express
an opinion on the financial statements schedule based on our audits.

In our opinion, such financial statements schedule presents fairly, in all
material respects, the information set forth therein.


BDO Seidman, LLP

New York, New York
April 6, 2001



                                       S-1

<PAGE>   58



                 MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------------
                                                                             ADDITIONS
                                   BALANCE AT             ADDITIONS         CHARGED TO                        BALANCE AT
                                  BEGINNING OF        CHARGED TO COSTS         OTHER                            END OF
DESCRIPTION                          PERIOD             AND EXPENSES         ACCOUNTS       DEDUCTIONS(A)       PERIOD
---------------------------------------------------------------------------------------------------------------------------
Allowance for doubtful
accounts:
---------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                 <C>                <C>              <C>                <C>
Year ended January 27, 2001           $530                $   60             $  -             $  20              $  610
Year ended January 29, 2000            538                    60                -               (68)                530
Year ended January 30, 1999            716                   212                -              (390)                538

Allowance for sales returns:

Year ended January 27, 2001           $477                $1,926              $ -             $(477)             $1,926
Year ended January 29, 2000            586                   397                -              (506)                477
Year ended January 30, 1999            480                   506                -              (400)                586
</TABLE>



(A)  Allowances, returns and uncollectible accounts charged against the reserve,
     (net of collections on previously written-off accounts).



                                       S-2