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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the fiscal year ended February 2, 2001.

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

     For the transition period from ______________ to ____________________.

Commission file number 0-21862
                       -------

                                OROAMERICA, INC.
                                ----------------
             (Exact name of registrant as specified in its charter)

         Delaware                                        94-2385342
         ---------                                       ----------
 (State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                        Identification No.)

443 North Varney Street, Burbank, California                           91502
--------------------------------------------                           -----
 (Address of principal executive offices)                            (Zip Code)

Registrant's telephone number, including area code: (818) 848-5555

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $.001 par value
                          -----------------------------
                                (Title of class)

         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 in response
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 amendment to this Form 10-K.
[X]

         The aggregate market value of the voting stock held by non-affiliates
of the registrant as of April 9, 2001, computed by reference to the closing
sales price as reported on The Nasdaq National Market on such date, was
$15,673,737. In determining such market value, shares of Common Stock
beneficially owned by each executive officer and director have been excluded.

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

Class                            Number of Shares Outstanding on April 16, 2001
---------                        ----------------------------------------------
Common Stock, $.001 par value                    5,294,598

                       DOCUMENTS INCORPORATED BY REFERENCE

         Pursuant to General Instruction G(3) to this form, the information
required by Part III (Items 10, 11, 12 and 13) hereof is incorporated by
reference from the registrant's definitive Proxy Statement for its Annual
Meeting of Stockholders scheduled to be held on June 7, 2001.


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ITEM 1.  BUSINESS

GENERAL

         Since its inception in 1977, OroAmerica, Inc. ("OroAmerica" or the
"Company") has grown to become the largest manufacturer and distributor of karat
gold jewelry in the United States. The Company offers its customers a large
selection of jewelry styles, consistent product quality, and prompt delivery of
product orders, and provides a wide range of specialized services. The Company's
customers include mass merchandisers, discount stores, home shopping networks,
catalog showrooms, warehouse clubs, and jewelry wholesalers and distributors. In
fiscal 2001, sales were made to approximately 2,600 customers, and sales to the
Company's ten largest customers accounted for approximately 58.4% of net sales.

         OroAmerica's principal product line is an extensive selection of
14-karat gold chains that are offered in a variety of popular styles, gauges,
and lengths. The Company also offers its customers a wide assortment of 14-karat
gold charms, earrings, rings, and bracelets and a line of 10-karat gold jewelry
that includes both chain and non-chain products. Although OroAmerica intends to
continue to aggressively market its karat gold chain product lines, it also
intends to continue its strategy of attempting to increase its sales of
non-chain karat gold products by regularly introducing new styles and building
upon relationships with existing customers. The Company also has a line of
sterling silver jewelry and, since May 1994, has designed, manufactured, and
distributed karat gold jewelry accented with diamonds and colored gemstones.

         The Company operates a manufacturing plant at its Burbank, California,
facilities where it makes a substantial portion of its products from
semi-finished materials, gold bullion, and other raw materials. The Company also
has three other manufacturing plants at which the Company manufactures rope
chain and other karat gold jewelry products. These plants are located in South
America and the Caribbean. The Company believes that its manufacturing
capabilities better enable it to respond to customer requests for customized
products, provide it with greater flexibility, and complement its outside
sources of supply. The Company's manufacturing expertise and experience also
enable it to better support and monitor the operations of its outside suppliers.


JEWELRY PRODUCTS

         The Company seeks to provide its customers with a full line of high
quality karat gold jewelry products that incorporate traditional styles and
designs. While the Company regularly updates its product lines and offers new
products, it seeks to avoid designs incorporating fashion trends which are
expected to have short life cycles. The Company currently offers over 2,000
styles of gold chains, charms, earrings, bracelets, and rings and over 1,000
styles of sterling silver chains, charms, earrings, bracelets, and rings.
Together these styles represent in total approximately 18,000 SKU's. The
Company's products are moderately priced, with the majority of its gold products
retailing at prices between $30 and $200 and a majority of its sterling silver
products retailing at prices between $10 and $30. The Company's products are
intended to appeal to consumers who are value-conscious as well as
fashion-conscious.

         The Company's principal product line consists of an extensive selection
of 14-karat gold rope and flat chains. Rope chains, as their name implies, have
a woven, rope-like appearance and typically are handmade. Flat chains are made
by specialized machinery, which hammers the chain into various patterns. The
Company's other jewelry products include 14 karat gold charms, earrings,
bracelets and rings, 14 karat gold jewelry set or accented with diamonds and
colored gemstones, a line of 10 karat gold jewelry which includes both chain and
non-chain products, and sterling silver jewelry. A major portion of the
Company's jewelry is finished using the diamond-cut process, a technique which
etches the surface of the jewelry to create a brilliant, faceted appearance. The
Company believes it was one of the first manufacturers to utilize the
diamond-cut process in the production of rope chains.

         The following table shows sales by product category as a percentage of
total net sales of karat gold and sterling silver products for fiscal 2001,
2000, and 1999.


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<TABLE>
<CAPTION>
                                                         February 2,               January 28,               January 29,
                                                               2001                       2000                      1999
                                                   ----------------          -----------------          ----------------

<S>                                                <C>                       <C>                        <C>
14 karat gold chains                                        45.7%                     39.8%                      43.9%
14 karat gold non-chains products                           23.6                      28.2                       26.7
10 karat gold jewelry(1)                                    25.8                      26.5                       22.2
18 karat & 9 karat gold jewelry                              0.2                       0.3                        0.8
Platinum                                                     0.3                       0.0                        0.0
Sterling silver jewelry                                      4.4                       5.2                        6.4
                                                          --------                  ---------                 ---------
                                                           100.0%                    100.0%                     100.0%
</TABLE>

------------------------------------------------
 (1) Includes both chain and non-chain products

         The Company maintains a staff of designers at its Burbank facilities
who work directly with the Company's senior officers and marketing personnel to
create and develop new products meeting the needs and desires of the Company's
customers. In addition, the Company works closely with major customers to
develop products that are sold exclusively by those customers.

         The Company's product line includes approximately 1,000 products that
are a permanent part of its jewelry line. These products are traditionally
designed karat gold chains and other jewelry products for which there has been
consistent demand. The Company continually strives to update the balance of its
product line with innovative, new styles. New styles are primarily introduced
two times each year in connection with major trade shows and replace older
styles whose performance has declined. However, the Company routinely shows new
products to customers throughout the year. The Company closely monitors sales
of its new styles and promptly discontinues any styles which fail to achieve
desired sales levels.

         The Company seeks to obtain proprietary protection for its products
whenever possible. The Company generally applies for copyrights covering the
design of its charms and other selected products. During fiscal 2001, sales of
products manufactured or marketed pursuant to patents, license agreements,
copyrights and trademarks accounted for approximately 50.5% of the Company's net
sales. See "Patents and Trademarks" below.


SALES AND MARKETING

         The Company's jewelry sales and marketing operations are divided into
retail and wholesale divisions, with the retail division accounting for
approximately 85% of the Company's total net sales. The marketing efforts of the
Company's retail division are directed towards large retailers, such as mass
merchandisers and discount stores, catalog showrooms, national and regional
jewelry chains, home shopping networks, warehouse clubs, and department stores.
The wholesale division markets to jewelry wholesalers and distributors. The
Company's marketing efforts emphasize maintaining and building upon the
Company's relationships with existing customers.

         Providing exceptional customer service is an essential element of the
Company's marketing program. The Company maintains an extensive inventory of
finished goods which, when coupled with its manufacturing capabilities, enables
it to rapidly fill customer orders. The Company's marketing efforts emphasize
its ability to fill orders promptly and reliably.

         In addition to prompt and reliable order fulfillment, the Company
offers a wide variety of customized customer support services designed to meet
the individual needs of its customers. For many of the Company's retail
customers, the Company prepackages, price tags, and bar codes individual pieces
of jewelry, and then ships an assortment of many prepackaged items to individual
retail locations. Other services provided to retail customers include
advertising and merchandising support, point-of-sale displays, and training for
sales employees. The Company also is able to provide to its customers
computer-generated reports analyzing the customers' sales and information
regarding market trends.

         In order to fill customer orders more quickly and efficiently, the
Company uses an Electronic Data Interchange ("EDI") program with certain retail
customers. Under this program, the Company electronically receives purchase
orders from participating customers


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and electronically transmits to the customer order acknowledgements, invoices,
and advance shipping notices. Certain large retailers require their vendors to
utilize EDI programs. During fiscal 2001, approximately 62% of the Company's net
sales were made pursuant to orders received through the EDI program.

         Marketing of the Company's products is conducted primarily from the
Company's Burbank offices through its direct sales force, which includes sales
personnel and customer service representatives. In addition, the Company
maintains a showroom in New York City and a sales office in the Jewelry Mart
area of Los Angeles, which serves small, wholesale customers. The Company also
uses independent sales representatives who market to retail customers and are
compensated on a commission basis. The Company's products are promoted through
the use of product catalogs and brochures, advertisements in trade publications,
trade show exhibitions, and promotional events with retailers. The Company does
not advertise its products directly to consumers.

         Prices are based in large part on the price of gold. Prices charged to
individual customers may vary based on the services required by the customer.
The Company protects itself from fluctuations in the price of gold between order
dates and dates of sale by maintaining forward contracts for the purchase of
gold in amounts and for periods of time that approximately correspond to the
Company's obligations under such orders. If the market price of gold increases
between the order date and the date of sale, the Company is able to offset the
increase in the cost of the gold included in the products shipped to the
customer by the gain resulting from the liquidation of its position under the
related forward contracts. To the extent the Company does not maintain
appropriate forward contracts, the Company is exposed to the costs associated
with a subsequent increase in the price of gold. The Company also protects
itself from fluctuations in the price of gold through consignment arrangements.
See "Gold Consignment Arrangements".

         The Company accepts returns of products with defects in materials or
workmanship. Returns of products which are not defective generally are made as
part of stock balancing transactions in which the returned products are replaced
with products better suited to the customer's needs. In addition, the Company
also makes sales on a consignment basis. In these consignment transactions,
products are delivered to customers for more than 30 days under terms which
permit the customer to defer paying for the products until they are sold to its
customers. For further information regarding product returns, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
General".

         The Company sold products to approximately 2,600 customers in fiscal
2001. Sales to the Company's ten largest customers accounted for approximately
58.4% of net sales, and sales to the Company's 50 largest customers accounted
for approximately 85.6% of net sales. During fiscal 2001, sales to Wal-Mart
accounted for approximately 20.2% of net sales. No other customer accounted for
more than 10% of net sales. The Company has no long-term contractual
relationships with any of its customers.


MANUFACTURING AND PURCHASING

         The Company's products are acquired through three sources: (1) products
manufactured by the Company from gold bullion and other raw materials; (2)
products completed by the Company from materials ("semi-finished materials")
partially fabricated by outside manufacturers; and (3) products purchased as
finished goods. During fiscal 2001, the Company manufactured approximately 59%
of its products from semi-finished materials and from gold bullion and other raw
materials and purchased approximately 41% of its products as finished goods. The
principal products manufactured by the Company from raw materials are cast
jewelry, such as charms, rings, earrings and bracelets, and certain styles of
rope chain. Semi-finished materials primarily consist of spools of rope chain in
which the individual links have been woven and soldered by hand by outside
manufacturers and at offshore manufacturing facilities operated by the Company.

         The Company performs the following manufacturing operations at its
Burbank facilities: combining pure gold with other metals to produce karat gold;
manufacturing cast jewelry; fabricating links used in the manufacture of the
Company's rope chains; manufacturing certain styles of rope chain through the
use of specialized machinery; and


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finishing operations such as cutting chains to the desired length, attaching
clasps, cleaning, polishing, and diamond cutting. The Company believes that its
manufacturing capabilities better enable it to respond to requests for
customized products, provide it with greater flexibility, and complement its
outside sources of supply. The Company also believes that the expertise derived
from its manufacturing operations better enables it to support and monitor the
activities of its outside manufacturers.

         As part of its manufacturing operations, the Company also completes the
fabrication of semi-finished jewelry items, principally handmade rope chain.
While the Company uses machinery to manufacture certain styles of rope chain,
the individual links in most of the Company's rope chain styles are woven by
hand to form gold chains. Because this process is highly labor intensive, the
Company typically uses manufacturers located in countries with lower labor costs
to perform the required weaving and soldering, both with links fabricated by the
Company and with links fabricated by the outside manufacturers from gold
supplied, in most instances, by the Company. The principal manufacturers
currently employed by the Company are located in South America. After the hand
soldering operations have been completed, the chains are returned to the Company
for finishing. Finishing operations performed by the Company include diamond
cutting, cutting the chain to the desired length, soldering a clasp to the chain
and tumbling, polishing and cleaning the finished products.

         The Company maintains a close working relationship with, and provides
ongoing technical support to, the outside manufacturers who participate in the
production of its rope chains. For further information regarding the Company's
use of outside manufacturers, including certain risks associated therewith, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - General".

         In order to reduce OroAmerica's reliance on outside manufacturers of
its rope chain products, the Company manufactures rope chain at two facilities
operated by the Company in South America and one facility in the Caribbean. In
fiscal 2001, production from these facilities accounted for approximately 51% of
the rope chain products sold by the Company. While the Company anticipates that
its overseas manufacturing facilities will reduce its use of outside
manufacturers for the production of rope chain products, the Company does not
intend to consolidate the production of rope chain products at Company-operated
facilities. Instead, the Company anticipates that it will continue to rely on
the services of independent outside manufacturers for the production of a
substantial portion of its rope chain products.

         In addition to products manufactured from gold bullion and
semi-finished materials, the Company purchases finished products from suppliers
located principally in Europe and the United States. The principal items
purchased by the Company are machine-made flat chains. Other items purchased as
finished goods include rings, bracelets, earrings, and charms. Jewelry purchased
by the Company frequently is manufactured under an arrangement whereby the
Company supplies all necessary gold bullion and pays a manufacturing charge and
applicable duties at the time of delivery.

         During fiscal 2001, the Company purchased gold products from
approximately 140 suppliers. The largest outside supplier accounted for
approximately 14.2% of the Company's total purchases, and the ten largest
outside suppliers accounted for approximately 57.5% of total purchases. Although
a substantial portion of the Company's purchases are concentrated with a
relatively small number of suppliers, the Company believes the loss of any
supplier would not have a material adverse effect on its business. Alternative
sources of supply for the finished goods purchased by the Company are readily
available. During recent years, the Company has increased its outside
manufacturing sources and believes it could shift production to other
manufacturers currently providing services to it and that other sources of
supply would be available if the Company were to lose the services of any of
these outside manufacturers. The Company also believes that the establishment of
its own overseas manufacturing facilities for the production of rope chain
products has served to lessen its reliance on the services provided by
independent outside manufacturers. The Company has no long-term contractual
relationships with any of its suppliers.


GOLD CONSIGNMENT ARRANGEMENTS

         Gold used by the Company in the manufacturing process (including gold
supplied by the Company to its outside manufacturers) is typically acquired
through consignment


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arrangements with various banks and bullion dealers. The cost to the Company of
the consignment program is substantially less than the costs that would be
incurred if the Company were to finance the purchase of all of its gold
requirements at the commencement of the production process with borrowings under
its revolving credit facility or other credit arrangements. The consignment
program allows the Company to maintain high inventory levels at a relatively low
cost, thereby enabling it to respond more promptly to customer demand.

         The Company currently has in place agreements with several institutions
that consign gold to the Company. Title to consigned gold, including consigned
gold incorporated into finished products, remains with the consigning
institution until the Company purchases the gold. This substantially insulates
the Company from the risk of gold price fluctuation; however, during the period
of consignment, the entire risk of loss or damage to the gold is borne by the
Company.

         Under the consignment arrangements, the Company may defer the purchase
of gold used in the manufacturing process and held in inventory until the time
of sale of finished products to customers. Financing costs under the consignment
arrangements currently are approximately 3% per annum of the market value of the
gold held under consignment, computed daily. At the time of sale, the Company
purchases the gold included in the finished products at current market prices.
Alternatively, the Company may "replace" the consigned gold with gold purchased
from another institution. The Company generally eliminates the risk of market
fluctuations in the price of the consigned gold by either using the price it
pays for the gold to determine the prices it charges to its customers for
finished products incorporating the consigned gold or by maintaining appropriate
forward contracts for the purchase of gold which protect the Company against
fluctuations in the price of gold between the order date and the date of sale.
See "Sales and Marketing".

         In addition to gold acquired through the consignment arrangements, the
Company purchases gold from financial institutions in the form of gold bullion
and from outside manufacturers and vendors in the form of semi-finished
materials and finished goods. During fiscal 2001, the Company satisfied
approximately 74% of its gold requirements through purchases under the
consignment program and purchased the remaining 26% of its gold requirements
from manufacturers and vendors. The value of the gold purchased by the Company
and held in inventory, as well as the value of the gold included in returned
merchandise and other gold owned by the Company, is subject to fluctuation based
on changes in the market value of gold. The Company does not engage in hedging
transactions to protect against fluctuations in the market value of the gold
owned by it.

         The Company's consignment agreements include provisions which generally
limit both the fair market value and amount (by weight) of gold which the
Company may hold under consignment. Based on the value of gold on March 2, 2001,
the Company currently is able to hold an aggregate of approximately 335,000
ounces of gold under consignment; the actual amount of gold held by the Company
under consignment on that date was approximately 191,200 ounces. The amount of
gold, which the Company is able to acquire under consignment is subject to
fluctuations based on changes in the market value of gold. The consignment
agreements contain covenants restricting the amount of consigned gold the
Company may re-consign or otherwise have outside of its possession.

         The Company's consignment arrangements generally are terminable upon 30
days advance notice to the Company. Gold consignment arrangements are common in
the jewelry industry, and the Company historically has not experienced any
difficulties in obtaining sufficient quantities of consigned gold to meet its
operating needs. If one or more institutions were to terminate the consignment
arrangements, the Company believes that it would not experience any interruption
in its gold supply that would materially adversely affect its business, as it
believes that a number of other institutions would be willing to enter into
similar arrangements. In addition, if the Company's requirements for consigned
gold were to increase, the Company believes that appropriate modifications could
be made to its existing arrangements or consignment arrangements could be
entered into with additional institutions, so that the amount of gold available
to the Company on consignment would be increased to meet its operating needs.
Nevertheless, there can be no assurance that fluctuations in the credit or
precious metals markets would not result in an interruption of the Company's
gold supply or the contractual arrangements necessary to allow the Company to
continue the use of consigned gold.


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         For further information regarding the consignment agreements, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources".


BACKLOG

         Substantially all of the Company's wholesale customers' orders are for
immediate shipment and typically are shipped within two to four days of receipt.
Orders from retailers typically have shipment dates which range from 24 hours to
90 days. The approximate aggregate dollar value of the Company's backlog at
April 6, 2001 and April 7, 2000, was $6.8 million and $6.3 million,
respectively. The Company expects that substantially all of the current backlog
will be shipped during the next 90 days. Annual comparisons of backlog as of any
given date are not necessarily indicative of sales trends, and the Company
believes that backlog is not indicative of the Company's future results of
operations.


COMPETITION

         The jewelry industry in the United States is highly fragmented and
characterized by a large number of small to medium-sized manufacturers,
wholesalers, and distributors. The Company's business is highly competitive, and
the Company's competitors include domestic and foreign jewelry manufacturers,
wholesalers and importers who may operate on a national, regional or local
level. Based upon its knowledge of the domestic jewelry industry and a review of
available information, the Company believes that it is the largest manufacturer
and distributor of karat gold jewelry in the United States and that its
resources generally are equal to or greater than the resources of most of its
competitors. However, some companies in the jewelry industry may be larger and
have greater financial and other resources than the Company.

         OroAmerica believes that competition is based primarily on product
availability, timeliness of shipment, customer service, product quality, design,
and price. The diverse distribution channels in which the Company markets its
products frequently involve different competitive factors. The ability to
provide customized special services is a particularly important competitive
factor in sales to certain large retailers such as mass merchandisers, discount
stores, and warehouse clubs. The Company dedicates substantial resources to
meeting such customer requirements, which are subject to change on short notice.
Product availability and the ability to offer consistent product quality at
competitive prices tend to be the key competitive factors in sales to catalog
showrooms and wholesale customers. Some of the Company's competitors may
specialize in sales to particular distribution channels and may have
relationships with customers in those distribution channels that make
competition by the Company more difficult. The Company believes that recent
consolidations at the retail level in the jewelry industry have increased the
level of competition in the markets in which the Company competes.


INSURANCE

         The Company maintains primary all-risk insurance to cover thefts and
damage to inventory and insurance on all goods in transit. Additional insurance
coverage is provided by some of the Company's suppliers. The Company also
maintains limited fidelity insurance which provides coverage against theft or
embezzlement by employees of the Company or its suppliers.



PATENTS AND TRADEMARKS

         The Company manufactures two lines of diamond cut rope chain using
processes covered by United States utility patents and manufactures a line of
diamond cut rope chain under the terms of a license agreement with an
unaffiliated party. The Company generally applies for copyrights for the designs
of its charms and other selected products. In addition, the Company maintains
and regularly seeks to register trademark applications for marks that it uses or
intends to use on or in connection with certain of its selected jewelry
products. The level of protection available to the Company for proprietary
products, processes,


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designs, and trademarks varies depending on a number of factors, including the
degree of originality and the distinctiveness of these intellectual properties.
No assurance can be given that the Company's patents, copyrights, trademarks,
and other proprietary rights will preclude competitors from developing
substantially equivalent products. See "Jewelry Products."


EMPLOYEES

         At March 2, 2001, the Company employed 392 persons in the United
States, of whom 204 were engaged in jewelry manufacturing and distribution
operations, 130 were engaged in jewelry marketing, customer service, and
merchandising, and 58 were engaged in management and administration. At that
date, the Company also employed 549 persons at its manufacturing facilities in
South America and the Caribbean. None of the Company's employees are covered by
a collective bargaining agreement, and the Company considers its relations with
its employees to be good.


ENVIRONMENTAL MATTERS

         The Company's jewelry manufacturing operations routinely involve the
use of small quantities of materials that are classified as hazardous. The
Company believes that its use of such materials is in compliance in all material
respects with applicable federal, state, and local laws and regulations
concerning the environment and health and safety. The costs incurred by the
Company in complying with such laws and regulations have not been material to
the Company's results of operations.

         The Company's Burbank facility is located in an area of the San
Fernando Valley which is either included in, or adjacent to, an extensive area
of groundwater contamination known as the San Fernando Valley Superfund Site
(the "Site"). In 1986, the United States Environmental Protection Agency (the
"EPA") included portions of the Site on the National Priorities List as
"Superfund Sites" pursuant to the provisions of the Comprehensive Environmental
Response, Compensation, and Liability Act, as amended ("CERCLA"). The Company is
not a party to any litigation involving the Site, has not been identified by the
EPA as a potentially responsible party under CERCLA and does not believe that it
has contributed to the existing groundwater contamination at the Site.
Nevertheless, given the location of the Company's manufacturing facility and the
fact that the Company's operations involve the use of small quantities of
hazardous materials, no assurances can be given that the Company will not be
named as a party to litigation, or as a potentially responsible party, with
respect to the Site.


CIGAR BUSINESS

         In April 1997, the Company launched its premium cigar business through
its wholly owned subsidiary, CigarAmerica, Inc. The Company manufactured,
distributed, and sold two core brands of cigars, including a line of premium
cigars which retailed at prices between $3.00 and $10.00 per cigar and a line of
super-premium cigars which retailed at prices of $20.00 and up per cigar. Both
brands were sold to the mass market through wholesale distributors,
tobacconists, and upscale stores.

         In order to promote the Company's super premium cigars, the Company
leased a 1,300 square foot store on Rodeo Drive in Beverly Hills, California,
where the Company operated a flagship cigar store. The store sold the Company's
own brand of super premium cigars, as well as cigars manufactured by other
companies. In June 1999, the Company closed its flagship Cigar store and wrote
off approximately $585,000 of leasehold improvements and other property in
connection with this closure. The Company has subleased the store to an
unrelated third party through May 2002, the duration of the original lease.

         The Company also had a number of disputes with its former Indonesian
partner in its cigar business. In connection with this dispute, the Company was
denied access to its Indonesian tobacco inventories, which approximated $1.4
million at October 29, 1999. The Company was unable to resolve these disputes
and regain control of its Indonesian tobacco inventories. As a result, the
Company filed a claim under its insurance policy for the recovery of the cost of
the related inventories. The Company's insurance carrier paid the claim in full
in January 2000.


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         In January 2000, the Company decided to discontinue its cigar operating
segment. Accordingly, the Company's cigar operations have been classified as
discontinued operations for all periods presented in the consolidated financial
statements included elsewhere herein. During fiscal 2001, the Company ceased
production of cigars and closed all cigar operations. In September 2000, Company
sold all finished cigars, packaging, and certain other assets to a third party.
At February 2, 2001, remaining cigar assets consist of tobacco leaf inventories
totaling $80,000.


FORWARD LOOKING STATEMENTS

         Certain sections of this Form 10-K contain "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. The words "anticipates", "believes",
"estimates", "expects", "plans", "intends" and similar expressions are intended
to identify these forward-looking statements but are not the exclusive means of
identifying them. These forward-looking statements reflect the current views of
our management; however, various risks, uncertainties and contingencies,
including the risks identified below, could cause our actual results,
performance or achievements to differ materially from those expressed in, or
implied by, these statements, including the success or failure of our efforts to
implement our business strategy. Among these risks and uncertainties are the
following:

o        fluctuations in the price of gold;
o        changes in the demand for jewelry in general and gold jewelry in
         particular;
o        changes in tastes and styles that may impact the demand for the
         Company's products or require changes in the Company's product mix;
o        increased competition in any of the Company's product lines;
o        any changes in the Company's ability to obtain gold under consignment
         or any material changes of the terms of the consignment agreements;
o        loss of any major customers;
o        loss of a material number of outside suppliers;
o        unexpected credit losses on receivable;
o        unexpected disappearance or loss inventory;
o        increases in the rates of returns;
o        increases in customs duties, handling charges and freight;
o        failure to maintain appropriate forward contracts to hedge outstanding
         orders;
o        domestic and international political, military, regulatory and economic
         conditions that may impact the demand for gold or the availability of
         gold;
o        political, military, regulatory or economic conditions in the countries
         outside the United States in which the Company has manufacturing
         facilities or third party manufacturers; and
o        the Company's success in its ability to protect its patents, trademarks
         and copyrights.

We assume no obligation to update publicly any forward-looking statements,
whether as a result of new information, future events or otherwise. In light of
these risks, uncertainties and assumptions, the forward-looking events discussed
in this report might not occur.


ITEM 2.  PROPERTIES

         The Company maintains manufacturing and administrative facilities in a
52,000 square foot building owned by the Company in Burbank, California. The
Company currently utilizes approximately 20,000 square feet of this building as
manufacturing space, approximately 25,000 square feet as distribution,
warehouse, and storage space (including vaults), and approximately 7,000 square
feet as administrative offices. The Company also owns a 15,000 square foot
building, which is located in the vicinity of its current manufacturing
facility. The Company currently utilizes approximately 8,000 square feet of this
building as sales offices and approximately 7,000 square feet as administrative
facilities. In February 1999, the Company purchased an 8,000 square foot
building near its Burbank manufacturing facility which provides both office and
warehouse space. In November 1999, the Company purchased a 23,000 square foot
building near its Burbank manufacturing


                                     Page 9
<PAGE>   10


facility, which will provide office, distribution and warehouse space for new
product development activities. The Company also owns two buildings adjacent to
its manufacturing facility, with an aggregate of 3,000 square feet, which are
used for storage space.

         The Company also leases a sales office and showroom in New York City
pursuant to a lease which expires in April 2004. The Company also leases a sales
office and a purchasing office in the Jewelry Mart area of Los Angeles, on a
month-to-month basis. The Company also owns a jewelry manufacturing facility and
leases another in South America. The Company also leases two manufacturing
facilities in the Caribbean.

         In connection with its discontinued cigar business, the Company is
leasing a 29,600 square foot manufacturing facility in the Dominican Republic,
pursuant to a lease which expires in June 2003. The Company is currently
evaluating this facility for use in its jewelry operations. The Company also has
leased a 1,300 square foot retail cigar shop in Beverly Hills, California,
pursuant to a lease which expires in May 2002. The retail store has been
subleased to a third party from January 2000 through May 2002.

         The Company believes that its facilities are adequate for the Company's
current operating levels and presently foreseeable growth.


ITEM 3.  LEGAL PROCEEDINGS

         From time to time the Company is involved in litigation incidental to
the conduct of its business. The Company currently is not involved in any
litigation which, individually or in the aggregate, is material to its business
or financial condition.


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

         No matters were submitted to a vote of the Company's security holders
during the fourth quarter of the fiscal year covered by this report.


                                    Page 10
<PAGE>   11


SUPPLEMENTAL ITEM: EXECUTIVE OFFICERS

The executive officers of the Company are as follows:

<TABLE>
<CAPTION>
NAME                      AGE                       POSITION
----                      ---                       --------
<S>                        <C>              <C>
Guy Benhamou               49               Chairman of the Board, President and
                                            Chief Executive Officer
Shiu Shao                  49               Chief Operating Officer, Chief Financial Officer,
                                            Vice President and Director
</TABLE>

         GUY BENHAMOU is a co-founder of the Company and has been its President,
Chief Executive Officer and a member of its Board of Directors since its
inception in January 1977. Mr. Benhamou was appointed Chairman of the Board in
May 1993.

         SHIU SHAO has been employed by the Company since April 1981. Mr. Shao
served as Controller of the Company from 1981 to 1984 and Vice President -
Finance from 1984 until September 1991, when he was appointed Chief Financial
Officer. Mr. Shao also has served as a director of the Company since May 1993
and was appointed a Vice President in May 1994. In October 1998, Mr. Shao was
appointed Chief Operating Officer.

         Executive officers are elected by and serve at the discretion of the
Board of Directors. No family relationships exist between any of the officers or
directors of the Company.



                                    Page 11
<PAGE>   12


                                     PART II

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

         The Company's Common Stock has traded in the Nasdaq National Market
under the trading symbol "OROA" since the Company's initial public offering on
September 23, 1993.

         The following table sets forth the range of the high and low sales
prices for the fiscal periods indicated, as reported on the Nasdaq National
Market. On April 9, 2001, there were 22 holders of record of the Common Stock.

YEAR ENDED FEBRUARY 2, 2001
                                                HIGH              LOW
                                               ------            -----
         First quarter                          $8.00            $5.88
         Second quarter                         $7.75            $6.25
         Third quarter                          $8.50            $6.38
         Fourth quarter                         $8.50            $6.94

YEAR ENDED JANUARY 28, 2000

         First quarter                         $11.00            $8.06
         Second quarter                         $8.63            $6.81
         Third quarter                          $8.00            $6.63
         Fourth quarter                         $7.00            $6.00


         The Company has not paid dividends on the Common Stock since its
initial public offering in September 1993 and does not intend to pay dividends
in the foreseeable future. The Board of Directors currently intends to retain
earnings for use in the Company's business. In addition, the Company's revolving
credit facility and gold consignment agreements contain covenants which prohibit
the payment of dividends on the Common Stock.

ITEM 6.  SELECTED FINANCIAL DATA

         The following table sets forth selected financial data and other
selected data of the Company. The selected historical financial data in the
table for the five years in the period ended February 2, 2001 are derived from
the audited consolidated financial statements of the Company. The data should be
read together with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the consolidated financial statements and related
notes and other financial information included elsewhere herein.


                                    Page 12
<PAGE>   13


                                OROAMERICA, INC.
                             SELECTED FINANCIAL DATA


<TABLE>
<CAPTION>
For the fiscal years ended
(Dollars in thousands, except                  February 2,      January 28,       January 29,      January 30,       January 31,
per share and other data)                             2001             2000              1999             1998              1997
--------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>              <C>               <C>              <C>               <C>
Net sales                                         $171,660         $169,455          $169,212         $154,918          $173,877
Cost of goods sold, exclusive
     of depreciation                               137,160          136,868           137,924          129,003           149,596
                                               ---------------------------------------------------------------------------------
Gross profit                                        34,500           32,587            31,288           25,915            24,281
Selling, general and administrative,
     and other expenses (1)                         23,525           20,990            17,910           12,003            17,521
                                               ---------------------------------------------------------------------------------
Operating income                                    10,975           11,597            13,378           13,912             6,760
Interest expense                                     1,879            2,240             1,530            1,894             2,885
                                               ---------------------------------------------------------------------------------
Income from continuing operations
     before income taxes                             9,096            9,357            11,848           12,018             3,875
Provision for income taxes                           3,457            3,464             4,383            4,687             1,685
                                               ---------------------------------------------------------------------------------
Net income from continuing operations                5,639            5,893             7,465            7,331             2,190
Income (loss) from discontinued
     operations                                        258           (2,521)           (1,011)            (653)                -
                                               ---------------------------------------------------------------------------------
Net income                                          $5,897           $3,372            $6,454           $6,678            $2,190
                                               =================================================================================

Basic net income per share:
     Income from continuing operations               $1.01            $0.98             $1.19            $1.17             $0.35
     Income (loss) from discontinued
     operations                                       0.05            (0.42)            (0.16)           (0.10)                -
                                               ---------------------------------------------------------------------------------
     Net income per share                            $1.06            $0.56             $1.03            $1.07             $0.35
                                               =================================================================================

Diluted net income per share:
     Income from continuing operations               $0.99            $0.97             $1.18            $1.16             $0.35
     Income (loss) from discontinued
     operations                                       0.05            (0.41)            (0.16)           (0.10)                -
                                               ---------------------------------------------------------------------------------
     Net income per share                            $1.04            $0.56             $1.02            $1.06             $0.35
                                               =================================================================================

Weighted average shares outstanding              5,589,381        6,023,824         6,287,556        6,254,212         6,250,711
Weighted average shares outstanding
    assuming dilution                            5,663,756        6,045,295         6,337,885        6,270,761         6,256,075
                                               ---------------------------------------------------------------------------------
Other Data:
Amount of gold sold by weight
(in ounces of fine gold)                           352,062          340,149           337,545          309,900           306,763
Average daily gold price per ounce (2)                $277             $278              $294             $325              $384
Balance Sheet Data:
     Working capital                              $ 52,575          $48,050           $50,727          $48,211           $40,663
     Total assets                                 $ 94,395          $88,094           $90,103          $86,665           $75,261
     Long-term debt, including current
         portion                                        $-               $-                $-           $2,688            $3,199
     Total stockholders' equity                   $ 74,450          $72,543           $72,457          $66,197           $59,510
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

1)   Selling, general and administrative, and other expenses include bad debt
     expense, depreciation and amortization expense, and other income and other
     expense, in addition to selling, general and administrative expenses. In
     fiscal 1998, selling, general and administrative, and other expenses have
     been reduced by other income of $6.6 million, including $4.7 million of
     proceeds from the settlement of litigation with the Company's insurer to
     recover losses from two former gold jewelry manufacturers.

2)   Based on the Second London Gold Fixing.


                                    Page 13
<PAGE>   14


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

         The following discussion and analysis should be read together with the
consolidated financial statements and notes thereto included elsewhere herein.

GENERAL

Gross Sales; Returns

         The Company reduces gross sales by the amount of returns and discounts
to determine net sales. Each month the Company estimates a reserve for returns
based on historical experience and the amount of gross sales. The total of
actual returns and the provision for the returns reserve amounted to 12.0% of
gross sales in fiscal 2001, 10.9% of gross sales in fiscal 2000, and 11.2% of
gross sales in fiscal 1999. The Company has implemented quality control
procedures to reduce returns of defective merchandise. Discounts to customers
have not had a material effect on the Company's results of operations. For
further information regarding the reserve for returns, see Note 1 of Notes to
Consolidated Financial Statements.

         Prices for the Company's jewelry products generally are determined by
reference to the current market price of gold. Consequently, the Company's sales
are affected by increases, decreases or volatility in the price of gold.

Inventories

         The Company accounts for its jewelry inventories at the lower of cost
or market, using the last-in, first-out (LIFO) method to determine cost, less
the allowance for uncollectible vendor advances. As a result, the Company's
gross profit margin can be affected by changes in LIFO reserves and the
allowance for vendor advances, as well as by changes in the amount of gold owned
at each period end and fluctuations in the price of gold.

         Consigned gold is not included in inventory, and there is no related
liability recorded on its balance sheet. Financing costs under the consignment
arrangements currently are approximately 3% per annum of the market value of the
gold held under consignment, computed daily. If the market value of gold
increases, and assuming consignment levels remain constant, the financing costs
incurred by the Company under the consignment arrangements will increase in
proportion to the increase in the market value of gold. At February 2, 2001 and
January 28, 2000, the Company held 191,800 and 227,600 ounces, respectively,
under the consignment arrangements. At February 2, 2001 and January 28, 2000,
the Company owned approximately 3,700 ounces and 7,300 ounces of gold,
respectively.

         For further information regarding the accounting policies applicable to
the Company's inventories, see Note 2 of Notes to Consolidated Financial
Statements.

Outside Manufacturers

         In fiscal 2001, the Company purchased approximately 41% of its products
as finished goods and completed the manufacture of approximately 59% of its
products from semi-finished materials partially fabricated by outside
manufacturers. Of the total amount of products purchased from outside
manufacturers in fiscal 2001, approximately 64% were purchased from foreign
manufacturers and approximately 36% were purchased from domestic manufacturers.
The Company's use of domestic and foreign outside manufacturers minimizes the
capital invested in property, plant and equipment and the overhead associated
with a Company-employed manufacturing labor force. The use of foreign
manufacturers also allows the Company to take advantage of the lower labor costs
prevailing in developing countries. Risks generally inherent in the use of
outside manufacturers include security at the manufacturer's facility, transport
of materials to and from the manufacturer, theft by the manufacturer or its
employees and bankruptcy or other financial problems of the manufacturer. The
Company's arrangements with its foreign manufacturers are subject to the
additional risks of doing business abroad, including risks associated with
economic or political instability in the countries in which such manufacturers
are located, labor strikes, risks associated with potential import restrictions
and risks associated with United States and foreign governmental policies,
regulations and restrictions affecting


                                    Page 14
<PAGE>   15


the purchase, import and export of gold. Purchases from foreign vendors are
dollar denominated and, therefore, the Company is not exposed to currency
fluctuation risk.

         Both finished and semi-finished materials frequently are manufactured
under an arrangement whereby the Company supplies all necessary gold (or, in
some instances, supplies funds to purchase the required gold) to an outside
manufacturer and pays a manufacturing charge and applicable duties at the time
of delivery. These arrangements, which the Company believes are common in the
jewelry industry, reduce the costs charged to the Company by its outside
manufacturers and allow the Company to employ qualified manufacturers who might
be unable to finance the acquisition of the gold required in the production
process. The Company from time to time advances to its manufacturers sufficient
gold to cover manufacturing requirements for a two-to-three week cycle, and as
completed products are shipped to the Company, additional gold is advanced to
the manufacturer.

         The Company utilizes certain controls and procedures to minimize the
credit risks associated with advancing funds or gold to its outside
manufacturers. The Company believes its procedures will reduce, but will not
eliminate, its exposure to credit losses. The procedures employed by the Company
include monitoring the performance and financial condition of outside
manufacturers, monitoring each manufacturer's "credit limit", inspection visits
made to the production facilities of outside manufacturers and management's
review and evaluation of credit worthiness. The Company attempts to diversify
its sources of supply and broadly allocate production over its base of
manufacturers in order to reduce the amount of orders it places with any single
manufacturer. As of March 2, 2001, $2.4 million of gold owned by or consigned to
the Company was in the possession of outside manufacturers. On that date, the
largest amount held by a single manufacturer was $900,000.

         The Company believes its use of outside manufacturers provides it with
a cost-effective source for products. The Company believes that advancing gold
to its outside manufacturers has resulted in significant cost savings and that
any credit risks associated with this practice can be maintained at an
acceptable level by careful management of the Company's relationships with its
outside manufacturers, the continued diversification of the Company's sources of
supply and the maintenance of adequate reserves. However, no assurances can be
given that possible future financial problems or other factors affecting its
outside manufacturers will not have a material adverse effect on the Company's
financial condition or results of operations.

Seasonality

         The Company's business, and the jewelry business in general, are highly
seasonal. The third and fourth quarters of the Company's fiscal year, which
include customers' purchases for the Christmas shopping season, historically
have accounted for approximately 60% of the Company's annual net sales and a
somewhat higher percentage of the Company's income before taxes. While the
fourth quarter generally produces the strongest results, the relative strengths
of the third and fourth quarters are subject to variation from year to year
based on a number of factors, including the purchasing patterns of the Company's
customers. The seasonality of the Company's business places a significant demand
on working capital resources to provide for a buildup of inventory in the third
quarter (which is primarily satisfied by an increase in the amount of gold held
under consignment) and in turn has led to a seasonal buildup in customer
receivables in the fourth quarter and the first quarter of the succeeding fiscal
year.


                                    Page 15
<PAGE>   16


RESULTS OF OPERATIONS

         The following table sets forth, for the periods indicated, the
percentage of net sales represented by certain items included in the
Consolidated Statements of Income.

<TABLE>
<CAPTION>
                                                               AS A PERCENTAGE OF NET SALES
                                                                        YEAR ENDED
                                                ------------------------------------------------------
                                                   February 2,       January 28,           January 29,
                                                         2001               2000                  1999
                                                ------------------------------------------------------
<S>                                                   <C>                <C>                   <C>
Net sales                                             100.0%             100.0%                 100.0%
Cost of goods sold                                     79.9               80.8                   81.5
                                                      -----              -----                  -----
     Gross profit                                      20.1               19.2                   18.5
                                                      -----              -----                  -----

Selling, general and
     administrative expense                            12.8               10.8                   10.4
Depreciation and amortization expense                   2.1                2.1                    1.3
Interest expense                                        1.1                1.3                    0.9
Other income                                           (1.2)              (0.5)                  (1.1)
                                                      -----              -----                  -----
     Total expense                                     14.8               13.7                   11.5
                                                      -----              -----                  -----

Income from continuing operations
     Before taxes                                       5.3                5.5                    7.0
Provision for income taxes                              2.0                2.0                    2.6
                                                      -----              -----                  -----
Income from continuing operations                       3.3                3.5                    4.4
Income (loss) from discontinued operations               .1               (1.5)                  (0.6)
                                                      -----              -----                  -----
Net income                                              3.4%               2.0%                   3.8%
                                                      =====              =====                  =====
</TABLE>


FISCAL 2001 COMPARED TO FISCAL 2000

         Net sales increased $2.2 million, or 1.3%, to $171.7 million for fiscal
2001 from $169.5 million for fiscal 2000. This increase was due to an increase
in the amount of gold jewelry (by weight) sold.

         Gross profit increased by $1.9 million, or 5.9%, to $34.5 million for
fiscal 2001 from $32.6 million for fiscal 2000. As a percentage of net sales,
gross profit increased to 20.1% in fiscal 2001, from 19.2% in fiscal 2000.
Excluding the effect of gold price fluctuations and LIFO reserve adjustments,
the gross profit margins for fiscal 2001 and fiscal 2000 would have been 20.0%
and 18.8%, respectively. The increase in gross profit margin in fiscal 2001 is
primarily due to changes in sales product mix. The gold prices used to value
inventory at year-end for fiscal 2001 and fiscal 2000 were $266.70 and $286.75,
respectively.

         Selling, general and administrative expense for fiscal 2001 increased
by $3.8 million, or 21.1%, to $22.0 million for fiscal 2001 from $18.2 for
fiscal 2000. As a percentage of sales, these expenses increased to 12.8%, from
10.8% in fiscal 2000. The increase in the dollar amount of selling, general and
administrative expense results primarily from increased personnel costs of $2.2
million, increased professional and consulting services of $501,000, and
increased selling and product expense of $911,000. Personnel costs have risen
due to expanded product development activities. Selling and product expenses
have increased due to expanded efforts at trade shows and increased magazine and
catalog advertising of the Company's products, including the Pushlock(TM) clasp
and omega chain. Professional and consulting services have risen due to
increased use of computer consultants and increased legal fees related to
certain ongoing efforts by the Company to protect its intellectual property.

         Depreciation and amortization expense decreased by $15,000, or 0.4%,
from the prior year. This decrease results primarily from the $583,000 write-off
of goodwill related to the fiscal 1995 acquisition of Jerry Madison Enterprises
in fiscal 2000, which was not repeated in the current year. This decrease was
offset by additional depreciation expense from prior year capital expenditures,
which totaled approximately $6.9 million.

         Interest expense for the year ended February 2, 2001 decreased
approximately $361,000, or 16.1%, from the prior year. This decrease results
from reduced borrowings under the gold consignment agreements, offset by an
increase in gold forward purchase contracts outstanding and an increase in the
rates charged thereon.


                                    Page 16
<PAGE>   17


         Other income for the year ended February 2, 2001 increased by $1.3
million, or 163.0%, from the prior year. This increase is primarily due to the
gain resulting from sale of certain jewelry machinery and from increased
interest income on invested funds.

         The provision for income taxes in fiscal 2001 decreased by $8,000 as
compared to fiscal 2000, primarily due to a decrease in taxable income between
years. The effective tax rates for fiscal 2001 and fiscal 2000 were 38% and 37%,
respectively. See Note 6 - Income Taxes.

         Income from discontinued operations results from the Company's actual
closing of cigar operations during fiscal 2001. In September 2000, a third party
purchased the Company's finished cigars, packaging and certain other assets. The
assets related to the cigar operating segment at February 2, 2001 consists of
$80,000 of tobacco leaf inventories, which have been classified as available for
sale assets in the Consolidated Financial Statements included elsewhere herein.
In fiscal 2000, the Company decided to discontinue its cigar operating segment
and recorded an estimated net loss on disposal of the cigar operations of
$1,176,000, which was not repeated for the current year.

FISCAL 2000 COMPARED TO FISCAL 1999

         Net sales for fiscal 2000 increased by $243,000, or 0.1%, from fiscal
1999. This increase was due primarily to an increase in the amount of gold
jewelry (by weight) sold, offset by decreases in sales prices due to a reduction
in the average market price of gold.

         Gross profit for fiscal 2000 increased by $1.3 million, or 4.2%, from
fiscal 1999. As a percentage of net sales, gross profit increased to 19.2% in
fiscal 2000, from 18.5% in fiscal 1999. Excluding the effect of gold price
fluctuations and LIFO reserve adjustments, the gross profit margins for fiscal
2000 and fiscal 1999 would have been 18.8% and 18.1%, respectively. The increase
in gross profit margin in fiscal 2000 is primarily due to changes in sales
product mix. The gold prices used to value inventory at year-end for fiscal 2000
and fiscal 1999 were $286.75 and $285.40, respectively.

         Selling, general and administrative expense increased by $524,000, or
3.0%, from the prior year. As a percentage of sales, these expenses increased to
10.7%, from 10.4% in fiscal 1999. The increase in the dollar amount of selling,
general and administrative expense results primarily from increased
personnel costs of $476,000 and increased professional, consulting and outside
services of $501,000. Personnel costs have increased primarily due to increased
head count resulting from expanded product development and customer service
activities.

         Depreciation and amortization expense increased by $1.3 million, or
58.4%, from the prior year. Depreciation and amortization expense has increased
due to depreciation expense related to increased capital expenditures, and to a
$583,000 write-off of goodwill related to the fiscal 1995 acquisition of Jerry
Madison Enterprises.

         Interest expense for the year ended January 28, 2000 increased
approximately $710,000, or 46.4%, from the prior year. Interest expense
increased due to increased consignment rates and expanded borrowing under
consignment agreements.

         Other income declined $1.2 million, or 61.0%, to $790,000 in fiscal
2000, from $2.0 million in fiscal 1999. Other income declined due to the absence
in fiscal 2000, of certain non-recurring miscellaneous income recorded in the
prior year.

         The provision for income taxes in fiscal 2000 decreased by $921,000 as
compared to fiscal 1999 primarily due to a decrease in taxable income between
years. The effective tax rate for both fiscal 2000 and fiscal 1999 was 37%. See
Note 6 - Income Taxes.

         Loss from discontinued operations results from the Company's decision
to discontinue its cigar operating segment. The increase in loss from
discontinued operations primarily results from the estimated net loss on
disposal of $1,176,000 recorded in January 2000.


                                    Page 17
<PAGE>   18


LIQUIDITY AND CAPITAL RESOURCES

         The Company has satisfied its working capital requirements through
internally generated funds, a gold consignment program and borrowings under its
revolving credit facility.

         A substantial portion of the Company's gold supply needs are satisfied
through gold consignment arrangements with several financial institutions.
During fiscal 2001, the Company satisfied approximately 74% of its gold
requirements through purchases under the consignment program and purchased the
remaining 26% of its gold requirements from financial institutions,
manufacturers and vendors. Under the consignment arrangements, the Company may
defer the purchase of gold used in the manufacturing process and held in
inventory until the time of sale of finished goods to customers. Financing costs
under the consignment arrangements currently are approximately 3% per annum of
the market value of the gold held under consignment, computed daily. The maximum
amount of gold that the Company may hold on consignment was 365,000 ounces at
February 2, 2001 and is subject to fluctuation based on changes in the market
value of gold. The gold consignment agreements contain covenants regarding the
amount of consigned gold the Company may reconsign or otherwise have outside its
possession at any one time. At February 2, 2001, the Company held approximately
191,800 ounces of gold under consignment. During fiscal 2001, 2000, and 1999,
the largest amount of gold held under consignment was 262,900 ounces, 288,500
ounces, and 220,500 ounces, respectively, and the average amount of gold held
under consignment was 183,300 ounces, 251,900 ounces, and 171,900 ounces,
respectively. Use of the consignment arrangements tends to be highest during the
third quarter.

         The Company has a $10 million revolving credit facility with Bank of
America NT&SA, which expires May 1, 2001. Available borrowings may not exceed
the lesser of $10 million or 75% of eligible accounts receivable minus a reserve
amount as provided for under the credit facility. No amounts were outstanding
under the revolving credit facility at February 2, 2001 or January 28, 2000.
During fiscal 2001, 2000, and 1999, the Company's highest outstanding balances
under its revolving credit facilities were $0 million, $9.3 million, and
$400,000, respectively, and the average amounts outstanding were $0, $72,000,
and $1,100, respectively. Borrowings under the revolving credit facility tend to
be highest in the fourth quarter. For further information regarding the
consignment agreements and the revolving credit facility, see "Business - Gold
Consignment Arrangements" and Notes 2 and 4 of Notes to Consolidated Financial
Statements.

         The Company incurred capital expenditures of approximately $1.2 million
in fiscal 2001, principally related to the acquisition and improvement of
manufacturing and office facilities, and purchase of manufacturing and computer
equipment. The Company expects to incur capital expenditures related to its
jewelry business of approximately $3.2 million in fiscal 2002, principally for
the acquisition of new manufacturing facilities, distribution systems, and
manufacturing and computer equipment. During fiscal 2001, the Company
repurchased 565,450 shares of its outstanding common stock for an aggregate
purchase price of $4.0 million. The Company believes that funds generated from
operations, the gold consignment program and the borrowing capacity under its
revolving credit facility will be sufficient to finance its working capital and
capital expenditure requirements, and treasury stock purchases for the next 12
months. The Company is not aware of any material expenditures, significant
balloon payments or other payments on long-term obligations or any other demands
or commitments, including off-balance sheet items to be incurred within the next
12 months. Inflation has not materially impacted the Company's revenues or
income.

NEW ACCOUNTING PRONOUCEMENTS

         The Financial Accounting Standards Board ("FASB") has issued Statement
No. 133, "Accounting for Derivative Instruments and Hedging Activities." As
subsequently amended by FASB Statement No. 138, Statement No. 133 is effective
for all fiscal quarters of all fiscal years beginning after June 15, 2000.
Statement No. 133 will require the Company to recognize all derivatives on the
balance sheet at fair value. Derivatives that are not hedges must be adjusted to
fair value through income. If the derivative is a hedge, depending on the nature
of the hedge, changes in the fair value of derivatives will either be offset
against the change in fair value of the hedged assets, liabilities or firm
commitments through earnings or recognized in other comprehensive income until
the hedged item is recognized in earnings. The ineffective portion of a
derivative's change in fair value will be immediately recognized in earnings.
The Company will adopt the provisions of Statement No. 133 in the first quarter
of fiscal 2002. The adoption of Statement No. 133 will not have a material
impact on the earnings and financial position of the Company.


                                    Page 18
<PAGE>   19


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market risk related to changes in the price of gold,
and selectively uses forward contracts to manage this risk. The Company enters
into forward contracts for the purchase of gold to hedge outstanding customer
orders for future delivery in order to mitigate the risk of price fluctuations.
The Company does not enter into forward contracts or other financial instruments
for speculation or trading purposes. At February 2, 2001, outstanding forward
purchase contracts totaled $7.8 million and expire no later than April 2001. The
carrying values of these forward purchase contracts approximate their fair
values because of the relatively short maturity of these contracts.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

         The following consolidated financial statements are included as a
separate section following the signature page to this Form 10-K and are
incorporated herein by reference:


<TABLE>
<CAPTION>
                                                                                              PAGE NO.
                                                                                              --------
<S>                                                                                           <C>
     Report of Independent Accountants..........................................................F-1
     Consolidated Financial Statements:
         Consolidated Balance Sheets as of February 2, 2001 and
              January 28, 2000..................................................................F-2
         Consolidated Statements of Income for the years ended
              February 2, 2001, January 28, 2000 and January 29, 1999...........................F-3
         Consolidated Statements of Changes in Stockholders' Equity for the
              years ended February 2, 2001, January 28, 2000 and January 29, 1999...............F-4
         Consolidated Statements of Cash Flows for the years ended February 2,
              2001, January 28, 2000, and January 29, 1999......................................F-5
         Notes to Consolidated Financial Statements.............................................F-6
</TABLE>


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

        Not applicable.
                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The information required by this item is set forth, in part, in the
Supplemental Item, "Executive Officers" in Part I of this report. The balance of
the information required by this item is incorporated by reference from the
Company's definitive proxy statement for its Annual Meeting of Stockholders
scheduled to be held on June 7, 2001.

ITEM 11. EXECUTIVE COMPENSATION

         The information required by this item is incorporated by reference from
the Company's definitive proxy statement for its Annual Meeting of Stockholders
scheduled for June 7, 2001.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The information required by this item is incorporated by reference from
the Company's definitive proxy statement for its Annual Meeting of Stockholders
scheduled for June 7, 2001.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The information required by this item is incorporated by reference from
the Company's definitive proxy statement for its Annual Meeting of Stockholders
scheduled for June 7, 2001.


                                    Page 19
<PAGE>   20


                                     PART IV

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

(A) 1.   FINANCIAL STATEMENTS:

         The following consolidated financial statements are filed as part of
this report:

<TABLE>
<CAPTION>
                                                                                         PAGE NO.
                                                                                         --------
<S>                                                                                      <C>
     Report of Independent Accountants.....................................................F-1
     Consolidated Financial Statements:
         Consolidated Balance Sheets as of February 2, 2001 and
                  January 28, 2000.........................................................F-2
         Consolidated Statements of Income for the years ended
                  February 2, 2001, January 28, 2000 and January 29, 1999..................F-3
         Consolidated Statements of Changes in Stockholders' Equity for the
                  years ended February 2, 2001, January 28, 2000,
                  and January 29, 1999.....................................................F-4
         Consolidated Statements of Cash Flows for the years ended
                  February 2, 2001, January 28, 2000, and January 29, 1999.................F-5
         Notes to Consolidated Financial Statements........................................F-6
</TABLE>


(A) 2.   FINANCIAL STATEMENT SCHEDULES

     The following financial statement schedule is filed as part of this report:

<TABLE>
<CAPTION>

                                                                                         PAGE NO.
                                                                                         --------

<S>                                                                                      <C>
         Schedule II - Valuation and Qualifying Accounts . . . .  . . . . . . . . . . . . .S-1
</TABLE>

         Schedules other than the schedule listed above are omitted for the
reason that they are not required or are not applicable, or the required
information is shown in the consolidated financial statements or notes thereto.

(B)      REPORTS ON FORM 8-K
         None.

(C)      EXHIBITS

         The following exhibits are filed as part of this report:

         3.1      Certificate of Incorporation of the registrant, together with
                  amendments filed June 15, 1993 and September 23, 1993.(l)

         3.2      Certificate of Amendment to Certificate of Incorporation dated
                  July 3, 1995.(6)

         3.3      Bylaws of the registrant.(1)

         10.1     Form of Consignment Agreement between the registrant and each
                  of the consigning institutions.(2)

         10.2     Form of Loan Agreement between the registrant and each of
                  Fleet Precious Metals Inc. and ABN AMRO Bank N.V.(2)

         10.3     Sixth Amended and Restated Credit Agreement, dated July 22,
                  1994, between the registrant and Bank of America National
                  Trust and Savings Association.(3)

         10.4     Amendment No. Six to Sixth Amended and Restated Credit
                  Agreement, dated November 1, 1996, between the registrant and
                  Bank of America National Trust and Savings Association.(8)

         10.5     First Amendment and Agreement, dated July 22, 1994, among the
                  consigning institutions and the lenders named therein and the
                  registrant.(3)


                                    Page 20
<PAGE>   21


         10.6     Second Amendment and Agreement, dated December 2, 1994, among
                  the consigning institutions and the lenders name therein and
                  the registrant.(5)

         10.7     Third Amendment and Agreement, dated May 30, 1995, among the
                  consigning institutions and the lenders named therein and the
                  registrant.(6)

         10.8     Fourth Amendment and Agreement, dated July 28, 1995, among the
                  consigning institutions and the lenders named therein and the
                  registrant.(7)

         10.9     Second Amended and Restated Intercreditor Agreement, dated
                  July 22, 1994, among the lenders named therein and the
                  registrant.(3)

         10.10    Amended and Restated Security Agreement, dated February 25,
                  1994, among the lenders named therein and the registrant.(2)

         10.11    Trademark Collateral Assignment, dated February 25, 1994,
                  among the lenders named therein and the registrant.(2)

         10.12    First Amendment to Trademark Collateral Assignment, dated July
                  22, 1994, among the lenders named therein and the
                  registrant.(3)

         10.13    Trademark Collateral Assignment, dated July 22, 1994, among
                  the lenders named therein and the registrant.(3)

         10.14    Patent Collateral Assignment, dated February 25, 1994, among
                  the lenders named therein and the registrant.(2)

         10.15    First Amendment to Patent Collateral Assignment, dated July
                  22, 1994, among the lenders named therein and the
                  registrant.(3)

         10.16    Patent Collateral Assignment, dated April 3, 1989, among the
                  lenders named therein and the registrant, together with
                  amendments dated August 11, 1989, December 4, 1989 and May 1,
                  1992.(1)

         10.17    Fourth Amendment to Patent Collateral Assignment.(2)

         10.18    Fifth Amendment to Patent Collateral Assignment, dated July
                  22, 1994.(3)

         10.19    Sixth Amendment to Patent Collateral Assignment, dated May 30,
                  1995, among the lenders named therein and the registrant.(6)

         10.20    Patent Collateral Assignment, dated July 22, 1994, among the
                  lenders named therein and the registrant.(3)

         10.21    First Amendment to Trademark Collateral Assignment, dated May
                  30, 1995, among the lenders named therein and the
                  registrant.(6)

         10.22    Second Amendment to Trademark Collateral Assignment, dated May
                  30, 1995, among the lenders named therein and the
                  registrant.(6)

         10.23    First Amendment to Patent Collateral Assignment, dated May 30,
                  1995, among the lenders named therein and the registrant.(6)

         10.24    Second Amendment to Patent Collateral Assignment, dated May
                  30, 1995, among the lenders named therein and the
                  registrant.(6)

         10.25    Business Loan Agreement, dated September 10, 1993, between the
                  registrant and Cathay Bank. (1)

         10.26    Business Loan Agreement, dated February 10, 1993, between the
                  registrant and Cathay Bank. (1)

         10.27    Mortgage Loan, dated March 9, 1995, between the registrant and
                  Cathay Bank.(6)


                                    Page 21
<PAGE>   22


         10.28    Mortgage Loan, dated March 9, 1995, between the registrant and
                  Cathay Bank.(6)

         10.29    Mortgage Loan, dated November 1995, between the registrant and
                  Cathay Bank.(9)

         10.30    Note Secured by Deed of Trust, dated July 31, 1989, by the
                  registrant in favor of Chester Scott and Elizabeth D.
                  Scott.(1)

         10.31    All-Inclusive Purchase Money Promissory Note Secured by Long
                  Form All-Inclusive Purchase Money Deed of Trust, dated April
                  13, 1981, by the registrant in favor of Carl Mattera, together
                  with amendments dated May 1, 1991 and August 9, 1991.(1)

         10.32    Employment Agreement, dated June 10, 1993, between the
                  registrant and Guy Benhamou.*(1)

         10.33    Tax Indemnification Agreement, dated June 10, 1993, between
                  the registrant and Guy Benhamou.*(1)

         10.34    Amended and Restated OroAmerica, Inc. 1988 Incentive Stock
                  Option Plan.*(1)

         10.35    OroAmerica, Inc. Salary Deferral and Profit Sharing Plan, as
                  amended.*(1)

         10.36    Form of awards under the OroAmerica, Inc. Executive/Key
                  Employee Bonus Plan. *(1)

         10.37    Form of Indemnification Agreement between the registrant and
                  its directors and executive officers.*(1)

         10.38    Summary of dependent medical insurance coverage for executive
                  officers.*(1)

         10.39    OroAmerica, Inc. Directors' Stock Option Plan.*(4)

         10.40    OroAmerica, Inc. 1994 Chief Executive Officer Bonus Plan. *(5)

         10.41    Letter Agreement, dated August 8, 1996, between the registrant
                  and Shiu Shao. *(10)

         10.42    Exclusive License Agreement, dated December 15, 1996, between
                  Fragrance Business Company Limited and the registrant. (10)

         10.43    Stock Option Agreement, dated as of April 14, 1997, between
                  the registrant and Bertram K. Massing. *(11)

         10.44    OroAmerica, Inc. 1998 Incentive Stock Option Plan. *(12)

         10.45    OroAmerica, Inc. Supplemental Non-Employee Director Stock
                  Option Plan.*(13)

         21.1     Subsidiaries of the registrant.

         23.1     Consent of PricewaterhouseCoopers LLP.

-------------------------------------------------------------------------------
*        Management contract, compensatory plan or arrangement.


                                    Page 22
<PAGE>   23


(1)      Previously filed in the Exhibits to the registrant's Registration
         Statement on Form S-1 (File No. 33-63422) and incorporated by reference
         herein.

(2)      Previously filed in the Exhibits to the registrant's Annual Report on
         Form 10-K for the fiscal year ended January 28, 1994 and incorporated
         by reference herein.

(3)      Previously filed in the Exhibits to the registrant's Quarterly Report
         on Form 10-Q for the quarterly period ended July 29, 1994 and
         incorporated by reference herein.

(4)      Previously filed in the Exhibits to the registrant's Registration
         Statement on Form S-8 (File No. 33-84028) and incorporated by reference
         herein.

(5)      Previously filed in the Exhibits to the registrant's Annual Report on
         Form 10-K for the fiscal year ended January 27, 1995 and incorporated
         by reference herein.

(6)      Previously filed in the Exhibits to the registrant's Quarterly Report
         on Form 10-Q for the quarterly period ended July 28, 1995 and
         incorporated by reference herein.

(7)      Previously filed in the Exhibits to the registrant's Quarterly Report
         on Form 10-Q for the quarterly period ended October 27, 1995 and
         incorporated by reference herein.

(8)      Previously filed in the Exhibits to the registrant's Quarterly Report
         on Form 10-Q for the quarterly period ended November 1, 1996 and
         incorporated by reference herein.

(9)      Previously filed in the Exhibits to the registrant's Annual Report on
         Form 10-K for the fiscal year ended January 31, 1997 and incorporated
         by reference herein.

(10)     Previously filed in the Exhibits to the registrant's Annual Report on
         Form 10-K for the fiscal year ended January 30, 1998 and incorporated
         by reference herein.

(11)     Previously filed in the Exhibits to the registrant's Registration
         Statement on Form S-8 (File No. 333-51703) and incorporated by
         reference herein.

(12)     Previously filed in the Exhibits to the registrant's Registration
         Statement on Form S-8 (File No. 333-58699) and incorporated by
         reference herein.

(13)     Previously filed in the Exhibits to the registrant's Registration
         Statement on Form S-8 (File No. 333-63811) and incorporated by
         reference herein.


                                    Page 23
<PAGE>   24


                                   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.

                                      OROAMERICA, INC.


Date:  April 16, 2001                 By: /s/ Guy Benhamou
                                      -----------------------------------------
                                      Guy Benhamou, Chairman of the Board,
                                      President and Chief Executive Officer

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

Date:  April 16, 2001                  /s/ Guy Benhamou
                                       -----------------------------------------
                                       Guy Benhamou, Chairman of the Board,
                                       President and Chief Executive Officer


Date:  April 16, 2001                  /s/ Shiu Shao
                                       -----------------------------------------
                                       Shiu Shao, Chief Operating Officer,
                                       Chief Financial Officer,
                                       Vice President and Director


Date:  April 16, 2001                  /s/ Betty Sou
                                       -----------------------------------------
                                       Betty Sou, Controller (Principal
                                       Accounting Officer)


Date:  April 16, 2001                  /s/ Bertram K. Massing
                                       -----------------------------------------
                                       Bertram K. Massing, Director


Date:  April 16, 2001                  /s/ David Rousso
                                       -----------------------------------------
                                       David Rousso, Director


Date:  April 16, 2001                  /s/ John Arzoian
                                       -----------------------------------------
                                       John Arzoian, Director


                                    Page 24
<PAGE>   25


                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and
Stockholders of OroAmerica, Inc.


In our opinion, the consolidated financial statements listed in the index
appearing under Item 14(a)(1), present fairly, in all material respects, the
financial position of OroAmerica, Inc. and its subsidiaries at February 2, 2001
and January 28, 2000, and the results of their operations and their cash flows
for each of the three years in the period ended February 2, 2001 in conformity
with accounting principles generally accepted in the United States of America.
In addition, in our opinion, the financial statement schedule listed in the
index appearing under Item 14(a)(2), presents fairly, in all material respects,
the information set forth therein when read in conjunction with the related
consolidated financial statements. These financial statements and financial
statement schedule are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements and
financial statement schedule based on our audits. We conducted our audits of
these statements in accordance with auditing standards generally accepted in the
United States of America, which 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, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.




PricewaterhouseCoopers LLP
Los Angeles, California
April 2, 2001


                                      F-1
<PAGE>   26


                                OROAMERICA, INC.
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                          February 2,           January 28,
                                                                              2001                  2000
                                                                          ------------          -----------
<S>                                                                       <C>                   <C>
(Dollars in thousands, except share amounts)
--------------------------------------------
ASSETS
Current assets:
    Cash and cash equivalents                                                 $ 35,331             $ 26,923
    Accounts receivable less allowance for returns
         and doubtful accounts of $12,627 and $11,840                           20,385               15,270
    Other accounts and notes receivable                                            487                  865
    Inventories                                                                 12,305               15,846
    Deferred income taxes                                                        3,485                3,449
    Prepaid items and other current assets                                         447                  780
    Assets available for sale                                                       80                  468
                                                                              --------             --------
        Total current assets                                                    72,520               63,601

Property and equipment, net                                                     13,668               15,232
Goodwill and other intangible assets, net                                        3,968                4,428
Patents, net                                                                     3,708                4,198
Other assets                                                                       531                  635
                                                                              --------             --------
                                                                              $ 94,395             $ 88,094
                                                                              ========             ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Accounts payable                                                          $  8,868             $  5,726
    Income taxes payable                                                         1,483                1,092
    Accrued expenses                                                             9,594                8,733
                                                                              --------             --------
        Current and total liabilities                                           19,945               15,551
                                                                              --------             --------

Commitments and contingencies (Note 10)                                           --                   --
Stockholders' equity:
    Preferred stock, 500,000 shares authorized, $.001 par value;
        none issued and outstanding                                               --                   --
    Common stock, 10,000,000 shares authorized, $.001 par value;
       6,370,878 and 6,368,878 shares issued at February 2,
       2001 and January 28, 2000, respectively                                       6                    6
    Paid-in capital                                                             43,574               43,564
    Accumulated other comprehensive loss                                           (83)                 (34)
    Note receivable from stock sale                                               (190)                (190)
    Treasury stock, 1,076,280 shares and 510,830 shares at
        February 2, 2001 and January 28, 2000, respectively                     (7,792)              (3,841)
    Retained earnings                                                           38,935               33,038
                                                                              --------             --------
         Total stockholders' equity                                             74,450               72,543
                                                                              --------             --------
                                                                              $ 94,395             $ 88,094
                                                                              ========             ========
</TABLE>

          See accompanying notes to consolidated financial statements.


                                      F-2
<PAGE>   27


                                OROAMERICA, INC.
                        CONSOLIDATED STATEMENTS OF INCOME



<TABLE>
<CAPTION>
For the fiscal years ended                                                         February 2,      January 28,      January 29,
(Dollars in thousands, except per share amounts)                                          2001             2000             1999
-----------------------------------------------                                    -----------      -----------      -----------
<S>                                                                                <C>              <C>              <C>
Net sales                                                                          $   171,660      $   169,455      $   169,212
Cost of goods sold, exclusive of depreciation                                          137,160          136,868          137,924
                                                                                   -----------      -----------      -----------
       Gross profit                                                                     34,500           32,587           31,288
                                                                                   -----------      -----------      -----------

Selling, general and administrative expense                                             22,033           18,195           17,671
Depreciation and amortization expense                                                    3,570            3,585            2,263
Interest expense                                                                         1,879            2,240            1,530
Other income                                                                            (2,078)            (790)          (2,024)
                                                                                   -----------      -----------      -----------
       Total expenses                                                                   25,404           23,230           19,440
                                                                                   -----------      -----------      -----------

Income from continuing operations before income taxes                                    9,096            9,357           11,848
Provision for income taxes                                                               3,457            3,464            4,383
                                                                                   -----------      -----------      -----------
               Net income from continuing operations                                     5,639            5,893            7,465
                                                                                   -----------      -----------      -----------

Discontinued operations (Note 13):
     Income (loss) from operations of discontinued Cigar segment (less
         applicable income tax provision (benefits) of $158, ($789) and ($593),
         respectively)                                                                     258           (1,345)          (1,011)
     Loss from disposal of discontinued Cigar segment, including provision of
         $253 for operating losses during phase-out period (less applicable
         tax benefit of $691)                                                             --             (1,176)            --
                                                                                   -----------      -----------      -----------
               Total income (loss) from discontinued
                  operations                                                               258           (2,521)          (1,011)
                                                                                   -----------      -----------      -----------

Net income                                                                         $     5,897      $     3,372      $     6,454
                                                                                   ===========      ===========      ===========

Basic net income per share
     Income from continuing operations                                             $      1.01      $      0.98      $      1.19
     Income (loss) from discontinued operations                                           0.05            (0.42)           (0.16)
                                                                                   -----------      -----------      -----------
     Net income per share                                                          $      1.06      $      0.56      $      1.03
                                                                                   ===========      ===========      ===========

Diluted net income per share
     Income from continuing operations                                             $      0.99      $      0.97      $      1.18
     Income (loss) from discontinued operations                                           0.05            (0.41)           (0.16)
                                                                                   -----------      -----------      -----------
     Net income per share                                                          $      1.04      $      0.56      $      1.02
                                                                                   ===========      ===========      ===========

Weighted average shares outstanding                                                  5,589,381        6,023,824        6,287,566
Dilutive effect of stock options                                                        74,375           21,471           50,319
                                                                                   -----------      -----------      -----------
Weighted average shares outstanding assuming dilution                                5,663,756        6,045,295        6,337,885
                                                                                   ===========      ===========      ===========
</TABLE>


          See accompanying notes to consolidated financial statements.


                                      F-3
<PAGE>   28


                                OROAMERICA, INC.
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY



<TABLE>
<CAPTION>
                                  Number of Shares
                              ----------------------
For the fiscal years ended                                                                               Note
January 29, 1999,                                                                      Accumulated    Receivable
January 28, 2000 and           Common       Common                                        Other          From     Treasury
February 2, 2001               Stock       Stock in    Common   Paid-in    Retained   Comprehensive     Stock      Stock
(dollars in thousands)         Issued      Treasury     Stock   Capital    Earnings        Loss          Sale     At Cost     Total
--------------------------   ------------------------------------------------------------------------------------------------------
<S>                          <C>            <C>         <C>     <C>        <C>         <C>             <C>       <C>        <C>
BALANCE AT JANUARY 30, 1998   6,254,378           -       $6    $42,979    $23,212         $  -        $    -    $     -    $66,197
Stock options exercised         112,000                    -        572                                  (190)                  382
Treasury stock acquired at
   cost                                     (95,000)                                                                (576)      (576)
Comprehensive income                                                         6,454                                            6,454
                             ------------------------------------------------------------------------------------------------------
BALANCE AT JANUARY 29, 1999   6,366,378     (95,000)       6     43,551     29,666            -          (190)      (576)    72,457
Stock options exercised           2,500                    -         13                                                          13
Treasury stock acquired at
   cost                                    (415,830)                                                              (3,265)    (3,265)
Comprehensive income:
   Net income                                                                3,372                                            3,372
   Change in unrealized
     losses on securities                                                                   (34)                                (34)
                             ------------------------------------------------------------------------------------------------------
Comprehensive income                                                         3,372          (34)                              3,338
                             ------------------------------------------------------------------------------------------------------
BALANCE AT JANUARY 28, 2000   6,368,878    (510,830)       6     43,564     33,038          (34)         (190)    (3,841)    72,543
Stock options exercised           2,000                    -         10                                                          10
Treasury stock acquired at
   cost                                    (565,450)                                                              (3,951)    (3,951)
Comprehensive income:
   Net income                                                                5,897                                            5,897
   Change in unrealized
     losses on securities                                                                   (49)                                (49)
                             ------------------------------------------------------------------------------------------------------
Comprehensive income                                                         5,897          (49)                              5,848
                             ------------------------------------------------------------------------------------------------------
BALANCE AT FEBRUARY 2, 2001   6,370,878  (1,076,280)      $6    $43,574    $38,935         $(83)        $(190)   $(7,792)   $74,450
                             ======================================================================================================

</TABLE>


          See accompanying notes to consolidated financial statements.


                                      F-4
<PAGE>   29


                                OROAMERICA, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                          For the Fiscal Years Ended
                                                                             ---------------------------------------------------
(Dollars in thousands)                                                        February 2,         January 28,        January 29,
Increase (decrease) in cash                                                          2001                2000               1999
----------------------------------------------------------------             ------------      --------------     --------------
<S>                                                                          <C>               <C>                 <C>
Cash flows from operating activities:
Net income                                                                   $       5,897     $        3,372      $       6,454
Deduct income (loss) from discontinued operations                                      258             (2,521)            (1,011)
                                                                             -------------     --------------      -------------
Income from continuing operations                                                    5,639              5,893              7,465
Adjustments to reconcile net income from continuing
  operations to cash provided by continuing operations:
     Depreciation and amortization                                                   3,570              3,585              2,263
     Provision for losses on accounts receivable                                       314                264                115
     Provision for estimated returns                                                   945               (117)               795
     Provision for uncollectible vendor advances                                      (280)                 -                  -
     (Gain) loss on sale of property                                                  (696)                 9                (39)
Changes in assets and liabilities, net of effects from
   dispositions and acquisitions:
     Accounts receivable                                                            (6,399)             3,848               (546)
     Other accounts and notes receivable                                               583              1,286             (1,792)
     Inventories                                                                     3,821             (4,693)              (771)
     Deferred income taxes                                                             (36)              (244)              (594)
     Prepaid income taxes and income taxes payable                                     391               (568)               217
     Prepaid items and other assets, net                                               428               (521)               265
     Accounts payable, accrued expenses and
       deferred liabilities                                                          4,542             (1,755)              (732)
                                                                             -------------     --------------      -------------
         Net cash provided by operating activities of
             continuing operations                                                  12,822              6,987              6,646
                                                                             -------------     --------------      -------------
Cash flows from investing activities:
     Capital expenditures                                                           (1,153)            (6,876)            (1,631)
     Acquisitions, net of cash acquired                                                  -                  -             (2,241)
     Purchase of available for sale securities                                           -               (270)                 -
     Proceeds from sale of property                                                    772                 23                 42
                                                                             -------------     --------------      -------------
         Net cash used in investing activities of
             continuing operations                                                    (381)            (7,123)            (3,830)
                                                                             -------------     --------------      -------------

Cash flows from financing activities:
     Gross borrowings under line-of-credit agreement                                     -             26,350                400
     Repayment of borrowings under line-of-credit                                        -            (26,350)              (400)
     Principal repayments of long-term debt                                              -                  -             (2,688)
     Purchase of treasury stock                                                     (3,951)            (3,265)              (576)
     Issuance of common stock                                                           10                 13                382
                                                                             -------------     --------------      -------------
         Net cash used in financing activities of
             continuing operations                                                  (3,941)            (3,252)            (2,882)
                                                                             -------------     --------------      -------------

Cash (used in) provided by discontinued Cigar
         operations                                                                    (92)                48                (22)
                                                                             -------------     --------------      -------------

Increase (decrease) in cash and cash equivalents                                     8,408             (3,340)               (88)
Cash and cash equivalents at beginning of period                                    26,923             30,263             30,351
                                                                             -------------     --------------      -------------
Cash and cash equivalents at end of period                                   $      35,331     $       26,923      $      30,263
                                                                             =============     ==============      =============
</TABLE>


          See accompanying notes to consolidated financial statements.


                                      F-5
<PAGE>   30


                                OROAMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Line of business

OroAmerica, Inc. (the Company) is a Delaware corporation primarily engaged in
importing, manufacturing and distributing gold jewelry products to large
retailers such as mass merchandisers and discount stores, catalog showrooms,
national and regional jewelry chains, home shopping networks, warehouse clubs
and department stores and to jewelry wholesalers and distributors. The Company's
jewelry operations are essentially one operating segment.

During fiscal 1998, the Company entered the premium cigar manufacturing and
distribution business. In fiscal 1998, Cigar operations consisted primarily of
securing tobacco inventories and establishing manufacturing facilities in the
Dominican Republic and Indonesia. In fiscal 1999, the Company began selling
cigars to retailers and opened its retail cigar store in Beverly Hills,
California. In January 2000, the Company decided to discontinue its cigar
operations. (See Note 13)

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and
all majority-owned subsidiaries. Investments in 20% to 50% owned affiliated
companies are accounted for on the equity method where the Company exercises
significant influence over operating and financial affairs. Otherwise,
investments are included at cost. Significant intercompany transactions are
eliminated in consolidation.

Accounting 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 Years

The Company reports results of operations for a fiscal year consisting of a 52
or 53 week period ending the Friday closest to January 31. Each of the fiscal
years ended January 28, 2000 and January 29, 1999, consists of fifty-two weeks.
The fiscal year ended February 2, 2001 consists of fifty-three weeks.

Statement of Cash Flows

For the purposes of reporting cash flows, cash and cash equivalents include
amounts held at financial institutions or highly liquid investments with
original maturities of ninety days or less when purchased. The fair value of
cash and cash equivalents approximates their carrying amount.


                                      F-6
<PAGE>   31


Supplemental cash flow information and non-cash investing and financing
activities are as follows:

<TABLE>
<CAPTION>
Fiscal Year (in thousands)                                                      2001              2000            1999
--------------------------                                                  ------------       -----------     ----------
<S>                                                                         <C>                <C>             <C>
Cash paid during the year for:
     Interest                                                               $      1,837       $     1,906     $    1,554
     Income taxes                                                           $      3,046       $     3,017     $    4,237
Non-cash investing and financing activities:
     Note receivable from stock sale                                        $          -       $         -     $      190
     Unrealized loss on securities                                          $         49       $        34     $        -
Acquisitions (Note 8):
     Fair value of assets acquired                                          $          -       $         -     $    2,241
     Liabilities assumed                                                               -                 -              -
                                                                            ------------       -----------     ----------
        Cash paid                                                           $          -       $         -     $    2,241
                                                                            ============       ===========     ==========
</TABLE>

Concentrations of Credit Risk

The Company's financial instruments subject to credit risk consist primarily of
cash equivalents and accounts receivable. The Company places its cash
equivalents in high quality securities with a major bank and financial
institution. With respect to accounts receivable, the Company extends credit
based on an evaluation of a customer's financial condition, generally without
requiring collateral. Exposure to losses on receivables is principally dependent
on each customer's financial condition. The Company monitors its exposure for
credit losses and maintains allowances for anticipated losses. The Company's ten
largest customers accounted for approximately 58% of net sales in 2001, 62% of
net sales in 2000 and 59% of net sales in 1999. One customer, Wal-Mart,
accounted for 20%, 25% and 22% of the Company's net sales for the years ended
February 2, 2001, January 28, 2000, and January 29, 1999, respectively. No other
individual customer accounts for more than 10 percent of sales. At February 2,
2001 and January 28, 2000, gross accounts receivable included balances totaling
$20.7 million and $17.5 million, respectively, from the Company's ten largest
customers.

Allowance for Sales Returns and Doubtful Accounts

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. The
Company provides allowances for doubtful accounts receivable when it determines
that such amounts are uncollectible. Actual bad debt and sales return experience
has been in line with management's expectations. The allowances are as follows
at the following dates:

                                       February 2,         January 28,
                                              2001                2000
                                      ------------        ------------
 Doubtful accounts                     $ 1,802,000         $ 1,960,000
 Sales returns                         $10,825,000         $ 9,880,000

Cost of Goods Sold and Inventories

The principal component of inventories and cost of goods sold is the cost of the
bullion and other raw materials used in the production of the Company's jewelry.
Other components of inventories and cost of goods sold include direct costs
incurred by the Company in its manufacturing operations, fees paid to outside
manufacturers, procurement costs such as customs duties, handling charges and
freight, and provisions for uncollectible vendor advances.

The Company accounts for its jewelry inventories at the lower of cost or market,
using the last-in, first-out (LIFO) method to determine cost. Year end gold
inventory cost used in determining incremental LIFO layers is based on the year
end gold market price at the Second London Gold Fixing. The LIFO cost may
increase or decrease from year to year as a result of changes in quantities and
unit prices in ending inventory. Consigned gold is not included in inventory,
and there is no related liability recorded at year-end.

"Market" consists of the market value of gold in inventory, determined as of the
last day of the reporting period, plus allocated manufacturing costs (labor and
overhead). When


                                      F-7
<PAGE>   32


market value is lower than LIFO cost and market value declines from period to
period, the carrying value of inventory is reduced, resulting in an increase in
cost of goods sold.

The Company accounts for its tobacco and other inventories at the lower of cost
or market, using the first-in, first-out (FIFO) method to determine cost.

Forward Purchase Contracts

The Company enters into forward contracts for the purchase of gold to hedge
outstanding customer orders for future delivery in order to mitigate the risk of
price fluctuations. The Company does not enter into forward contracts for
trading purposes. The effects of hedging transactions are recognized when
contracts are settled. The aggregate amounts of forward contracts were $7.8
million and $10.0 million at February 2, 2001 and January 28, 2000,
respectively. The forward contracts outstanding at February 2, 2001 expire no
later than April 2001. The contract values of the forward purchase contracts
approximate their fair values because of the relatively short maturity of these
contracts.

Property and Equipment

Property and equipment are stated at cost. Expenditures for major renewals and
improvements, which substantially increase the useful lives of assets, are
capitalized. Repair and maintenance costs are expensed as incurred. Depreciation
of buildings and equipment is provided over the estimated useful lives of the
assets using straight-line and accelerated methods. Amortization of leasehold
improvements is provided using the straight-line method over the life of the
lease or asset, whichever is shorter. The useful lives range from three to
twenty years.

Goodwill and Other Intangible Assets

Goodwill in the amount of $5,793,000, which arose in connection with the
acquisition of a former stockholder's interest in the Company and its affiliates
in 1987, is amortized over twenty-five years. Goodwill in the amount of
$973,000, which arose in connection with the fiscal 1995 acquisition of Jerry
Madison Enterprises, a jewelry company specializing in the production and
distribution of diamond-accented and gemstone jewelry merchandise, was deemed to
be impaired and written-off in fiscal 2000. (See "Impairment of Long-Lived
Assets" below.) In fiscal 1998, the Company recorded $200,000 of goodwill
related to the Jerry Prince acquisition, which is being amortized over five
years. In fiscal 1999, the Company recorded goodwill related to the Eclipse and
Jene acquisitions of approximately $1.1 million, which is being amortized over
periods of five and fifteen years, respectively (See Note 8). Amortization
expense for fiscal 2001, 2000 and 1999 was $350,000, $412,000 and $361,000,
respectively. Accumulated amortization at February 2, 2001 and January 28, 2000
was $3,397,000 and $3,047,000, respectively.

Covenants-not-to-compete in the amount of $540,000 were executed in connection
with the fiscal 1999 acquisitions of Jene and Eclipse (See Note 8). These
covenants-not-to-compete are being amortized on a straight-line basis, over
terms ranging from four to five years. Amortization expense for fiscal 2001,
2000 and 1999 approximated $110,000, $110,000 and $39,000, respectively.
Accumulated amortization at February 2, 2001 and January 28, 2000 was $259,000
and $149,000, respectively.

Patents

The Company owns patents for several of its jewelry products and amortizes its
patents over their economic useful lives, estimated between fifteen and
seventeen years. Amortization expense was approximately $489,000 for each of the
three fiscal years in 2001, 2000, and 1999. Accumulated amortization at February
2, 2001 and January 28, 2000, was $3,808,000 and $3,319,000, respectively.

Impairment of Long-Lived Assets

Long-lived assets and certain identifiable intangibles to be held and used or
disposed of by the Company are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying value of an asset may not be
recoverable. An impairment loss is recognized when the estimate of undiscounted
future cash flows expected to be generated by the asset is less than its
carrying amount. An impairment loss is measured as the amount


                                      F-8
<PAGE>   33


by which the carrying amount of the asset exceeds its fair value. In fiscal
2000, the Company recorded an impairment loss of $583,000, resulting from the
write-off of unamortized goodwill related to the acquisition of Jerry Madison
Enterprises. No impairment losses were recognized in fiscal 2001 or fiscal 1999.

Income Taxes

The provision for income taxes includes amounts related to current taxable
income and deferred income taxes. A deferred income tax asset or liability is
determined by applying currently enacted tax laws and rates to the expected
reversals of cumulative temporary differences between the carrying value of
assets and liabilities for financial statement and income tax purposes.
Additionally, a valuation allowance is established to reduce a deferred tax
asset if it is more likely than not that all, or some portion, of such deferred
tax asset will not be realized. The deferred income tax provision is measured by
the change in the net deferred income tax asset or liability during the year.

Stock Compensation

The Company accounts for employee stock-based compensation in accordance with
Accounting Principles Board Opinion No. 25, "Accounting For Stock Issued To
Employees". In February 1996, the Company adopted the disclosure requirements of
Statement of Financial Accounting Standards No. 123 ("SFAS No. 123"),
"Accounting For Stock-Based Compensation" (See Note 11).

Net Income Per Share

Basic net income per share is computed by dividing net income by the
weighted-average number of common shares outstanding. Diluted earnings per share
reflects the potential dilution that would occur if securities or other
contracts to issue common stock were exercised or converted into common stock.
Diluted net income per share includes the dilutive effect of stock options.

Marketable Securities Available for Sale

The Company records investments in debt and equity securities, which are
available for sale, at fair value in the financial statements and reports
unrealized holding gains and losses as a net amount as a separate component of
stockholders' equity until realized.

New Accounting Standard

The Financial Accounting Standards Board ("FASB") has issued Statement No. 133,
"Accounting for Derivative Instruments and Hedging Activities". As subsequently
amended by FASB Statement No. 138, Statement No. 133 is effective for all fiscal
quarters of all fiscal years beginning after June 15, 2000. Statement No. 133
will require the Company to recognize all derivatives on the balance sheet at
fair value. Derivatives that are not hedges must be adjusted to fair value
through income. If the derivative is a hedge, depending on the nature of the
hedge, changes in the fair value of derivatives will either be offset against
the change in fair value of the hedged assets, liabilities or firm commitments
through earnings or recognized in other comprehensive income until the hedged
item is recognized in earnings. The ineffective portion of a derivative's change
in fair value will be immediately recognized in earnings. The Company will adopt
the provisions of Statement No. 133 in the first quarter of fiscal 2002. The
adoption of Statement No. 133 will not have a material impact on the earnings
and financial position of the Company.


                                      F-9
<PAGE>   34


NOTE 2 - INVENTORIES:

Inventories consist of the following (in thousands, except per ounce data):


<TABLE>
<CAPTION>
                                                                               February 2,              January 28,
                                                                                      2001                     2000
                                                                         -----------------        -----------------
<S>                                                                      <C>                      <C>
Gold and other raw materials                                             $           2,712        $           3,264
Manufacturing costs and other                                                       10,267                   13,478
                                                                         -----------------        -----------------
Jewelry inventories                                                                 12,979                   16,742
LIFO cost less than FIFO cost                                                         (274)                    (216)
Allowance for vendor advances                                                         (400)                    (680)
                                                                         -----------------        -----------------
Inventories                                                              $          12,305        $          15,846
                                                                         =================        =================

Gold price per ounce:                                                    $          266.70        $          286.75
                                                                         =================        =================
</TABLE>

The Company has several consignment agreements with gold consignors, providing
for a maximum aggregate consignment of 365,000 fine troy ounces. In accordance
with the consignment agreements, title remains with the gold consignors until
purchased by the Company.

At February 2, 2001 and January 28, 2000, the Company held 191,800 and 227,600
fine troy ounces of gold under consignment agreements, respectively. Consigned
gold is not included in inventory and there is no related liability recorded at
year-end. The purchase price per ounce is based on the daily Second London Gold
Fixing. Manufacturing costs included in inventory represent costs incurred to
process consigned and Company owned gold into finished jewelry products.

The gold consignors and the Company's revolving credit lender (Note 4) have a
security interest in substantially all the assets of the Company. The Company
pays to the gold consignors a consignment fee based on the dollar equivalent of
ounces outstanding, computed based on the Second London Gold Fixing, as defined
in the agreements. Each consignment agreement is terminable on 30 days notice by
the Company or the consignor.

The gold consignment agreements require the Company to comply with certain
covenants with respect to its working capital, current ratio and tangible net
worth and to maintain the aggregate of its accounts receivable and inventory of
gold at specified minimums. Additional provisions of the agreements:(a) prohibit
the payment of dividends; (b) limit capital expenditures; (c) limit the amount
of debt the Company may incur; (d) prohibit the Company from engaging in mergers
and acquisitions without prior approval; (e) prohibit termination of the chief
executive officer's employment for any reason other than death or disability and
prohibit any material amendment to his employment contract; and (f) require
notice if the Company's principal stockholder (who is also its chief executive
officer) ceases to own at least 40% of the Company's outstanding common stock.
At February 2, 2001, the Company was in compliance with all of the requirements
of its consignment agreements.

In fiscal 2000 and 1999, the Company reduced jewelry inventory levels, which
resulted in liquidations of LIFO inventory layers carried at lower costs in
prior years. The effect of the liquidations for 2000 and 1999 was to decrease
cost of sales by approximately $772,000 and $739,000, respectively, and to
increase net income by $486,000 ($.08 per basic and dilutive net income per
share), and $466,000 ($.07 per basic and dilutive net income per share),
respectively.


                                      F-10
<PAGE>   35


NOTE 3 - PROPERTY AND EQUIPMENT:

Property and equipment consist of the following (in thousands):

<TABLE>
<CAPTION>
                                                                        February 2,          January 28,
                                                                               2001                 2000
                                                                  -----------------    -----------------
<S>                                                               <C>                  <C>
Land                                                              $           4,734    $           4,734
Buildings, leaseholds and improvements                                        8,947                8,721
Construction in progress                                                          -                   37
Automobiles                                                                     501                  508
Office furniture and equipment                                               11,305               10,877
Manufacturing equipment                                                       4,956                5,803
                                                                  -----------------    -----------------
                                                                             30,443               30,680
Less:  Accumulated depreciation                                             (16,775)             (15,448)
                                                                  -----------------    -----------------
                                                                  $          13,668    $          15,232
                                                                  =================    =================
</TABLE>


NOTE 4 - BORROWINGS UNDER REVOLVING CREDIT AGREEMENT:

The Company has a $10 million revolving credit facility with Bank of America, NT
& SA which expires May 1, 2001. Available borrowings may not exceed the lesser
of $10 million or 75% of eligible accounts receivable minus a reserve amount, as
provided for under the credit facility. Advances under the credit facility bear
interest at the lender's prime rate minus 0.25%, or, at the Company's option, at
short-term fixed rates or rates determined by reference to offshore interbank
market rates plus 1.75%. No short-term advances were outstanding at February 2,
2001 or January 28, 2000. The revolving credit facility also provides for the
issuance of banker's acceptances, and for the issuance of letters of credit in
an aggregate amount not to exceed $2.5 million at any one time. Banker's
acceptances bear an interest rate based on the bank's prevailing discount rate
at the time of issuance plus 1.75%. No banker's acceptances were outstanding as
of February 2, 2001 or January 28, 2000. Stand-by letters of credit outstanding
at February 2, 2001 and January 28, 2000, totaled $1,000,000 and $1,000,000,
respectively. Amounts outstanding under the Bank of America credit agreement are
secured by substantially all of the Company's assets; the Company's gold
consignors also have security interests in these assets, and all of the
consignors and Bank of America are parties to a collateral sharing agreement.
The revolving credit agreement contains substantially the same covenants and
other requirements as are contained in the Company's gold consignment agreements
(Note 2). At February 2, 2001, the Company was in compliance with all of the
requirements of its revolving credit agreement.


NOTE 5 - ACCRUED EXPENSES:

Accrued expenses consist of the following (in thousands):

<TABLE>
<CAPTION>
                                                                 February 2,            January 28,
                                                                        2001                   2000
                                                           -----------------     ------------------
<S>                                                        <C>                   <C>
Advertising and customer promotions                        $           4,180     $            4,099
Payroll and fringe benefits                                            3,129                  2,067
Other miscellaneous                                                    2,285                  2,567
                                                           -----------------     ------------------
Total                                                      $           9,594     $            8,733
                                                           =================     ==================
</TABLE>


                                      F-11
<PAGE>   36


NOTE 6 - INCOME TAXES:

The provision for income taxes for the fiscal years 2001, 2000 and 1999 are
summarized as follows (in thousands):

<TABLE>
<CAPTION>
                                                                                2001                  2000                  1999
                                                                  ------------------    ------------------    ------------------
<S>                                                               <C>                   <C>                   <C>
Current:
     Federal                                                      $            2,812    $            1,808    $            3,605
     State                                                                       719                   441                   809
     Foreign                                                                     161                   203                     -
                                                                  ------------------    ------------------    ------------------
                                                                               3,692                 2,452                 4,414
                                                                  ------------------    ------------------    ------------------
Deferred:
     Federal                                                                    (158)                 (308)                 (481)
     State                                                                        81                  (160)                 (143)
                                                                  ------------------    ------------------    ------------------
                                                                                 (77)                 (468)                 (624)
                                                                  ------------------    ------------------    ------------------

Total income tax provision                                                     3,615                 1,984                 3,790
Allocation to discontinued operations                                            158                (1,480)                 (593)
                                                                  ------------------    ------------------    ------------------
Provision for income taxes on income
     from continuing operations                                   $            3,457    $            3,464    $            4,383
                                                                  ==================    ==================    ==================
</TABLE>


Deferred tax assets by jurisdiction are as follows (in thousands):
<TABLE>
<CAPTION>
                                                                                               February 2,           January 28,
                                                                                                      2001                  2000
                                                                                        ------------------    ------------------
<S>                                                                                     <C>                   <C>
Deferred taxes - Federal                                                                $            3,045    $            2,887
Deferred taxes - State                                                                                 784                   865
                                                                                        ------------------    ------------------
                                                                                        $            3,829    $            3,752
                                                                                        ==================    ==================
</TABLE>


Deferred tax assets (liabilities) are comprised of the following (in thousands):

<TABLE>
<CAPTION>
                                                                                              February 2,            January 28,
                                                                                                     2001                   2000
                                                                                         ----------------     ------------------
<S>                                                                                      <C>                  <C>
Deferred tax liabilities
     Inventory                                                                           $         (1,928)    $           (2,065)
     Prepaid box supplies                                                                            (151)                  (177)
                                                                                         -----------------    ------------------
         Total deferred tax liabilities                                                            (2,079)                (2,242)
                                                                                         ----------------     ------------------

Deferred tax assets
     Reserve for returns                                                                            4,312                  3,936
     Bad debt reserve                                                                                 718                    789
     Compensation accruals                                                                            400                    278
     Net operating loss carryforwards                                                                 119                    178
     Fixed assets and intangibles                                                                      41                    113
     Provision for discontinued operations                                                              -                    385
     Other                                                                                            318                    315
                                                                                         ----------------     ------------------
         Total deferred tax assets                                                                  5,908                  5,994
                                                                                         ----------------     ------------------

Net deferred tax assets                                                                  $          3,829     $            3,752
                                                                                         ================     ==================
</TABLE>

At February 2, 2001 and January 28, 2000, other assets includes long-term net
deferred tax assets of $344,000 and $303,000, respectively.

At February 2, 2001, the Company has federal net operating loss carryforwards
("NOLs") of $817,000. These NOLs are subject to the limitations under Internal
Revenue Code Section 382, which limit their usage to $58,000 in any given year.
The federal NOLs expire in fiscal 2007.

The following is a reconciliation for the U.S. federal statutory rate and the
effective tax rate:


                                      F-12
<PAGE>   37


<TABLE>
<CAPTION>
Fiscal year ended                        February 2,       January 28,       January 29,
                                                2001              2000             1999
                                        ------------       -----------       ----------
<S>                                     <C>                <C>               <C>
Federal statutory rate                     34.0%             34.0%             34.0%
State and local income taxes,
    net of federal tax benefits             6.6               3.4               4.3
Goodwill amortization                       0.8               5.6               1.0
Effect of foreign operations               (1.1)             (4.1)             (6.3)
Other, net                                 (2.3)             (1.9)              4.0
                                           ----              ----              ----
Effective income tax rate                  38.0%             37.0%             37.0%
                                           ====              ====              ====
</TABLE>

The Company has not provided for U.S. federal income and foreign withholding
taxes on $6.0 million of foreign subsidiaries' undistributed earnings as of
February 2, 2001, because such earnings are intended to be reinvested
indefinitely.


NOTE 7 - RELATED PARTY TRANSACTIONS:

The Company accounts for its investments in less than majority-owned entities
using the equity method. The results of operations and the financial positions
of the affiliates are immaterial to the Company.

During fiscal 1993, the Company made an initial capital contribution of $6,000
to a new partnership (OroIndo) whose purpose was to develop rope chain
manufacturing. At January 30, 1998, the Company owned a 50 percent interest in
OroIndo and accounted for this entity using the equity method. In fiscal 1999,
this partnership was dissolved. No material gain or loss was recognized from the
dissolution of this partnership. The purchases from OroIndo during fiscal year
1999 were approximately $7.6 million.

NOTE 8 - ACQUISITIONS:

In June 1998, the Company acquired Eclipse Design, Inc. ("Eclipse"), a
privately-held company engaged in the design, manufacture and sale of gold
earrings. Under the terms of the purchase agreement, the Company acquired all of
the operating assets of Eclipse for approximately $300,000. In September 1998,
the Company acquired the Jene Karat-gold jewelry business ("Jene"). Under the
terms of the purchase agreement, the Company acquired primarily inventory and
customer lists for approximately $2 million in cash. The Company financed a
portion of the inventory acquired under its consignment agreements. Both
acquisitions were accounted for using the purchase method of accounting; results
of operations are included in the accompanying financial statements from the
date of acquisition. The pro forma combined results of operations of the Company
and the acquired companies as if the acquisitions had taken place at the
beginning of fiscal 1999 are immaterial and are not presented.


NOTE  9 - SALARY DEFERRAL AND PROFIT SHARING PLAN:

The Company has a Salary Deferral and Profit Sharing Plan covering substantially
all eligible employees. Under the plan, employees may elect to defer a
percentage of their salary. The Company may, at its discretion, make
contributions to the plan. The Company contributed approximately $175,000,
$89,000, and $140,000 to the plan during the fiscal years ended February 2,
2001, January 28, 2000 and January 29, 1999, respectively.


NOTE 10 - COMMITMENTS AND CONTINGENCIES:

The Company leases office space, retail space and manufacturing facilities.
These leases are classified as operating leases and have original,
noncancellable terms of one to five years. Certain operating leases provide for
minimum annual rentals, subject to annual escalations generally based on the
Consumer Price Index plus executory costs. Rent expense for fiscal years 2001,
2000 and 1999 was approximately $672,000, $630,000 and $602,000, respectively.


                                      F-13
<PAGE>   38


Future minimum annual commitments under the operating leases with initial or
remaining terms of one year or more consist of the following at February 2, 2001
(in thousands):

<TABLE>
<CAPTION>
                                                         Operating
      Fiscal Year                                           Leases
      -----------                                        ---------
<S>                                                      <C>
      2002                                                  $  476
      2003                                                     277
      2004                                                     191
      2005                                                      47
                                                         ---------
      Total minimum lease payments                          $  991
                                                         =========
</TABLE>


In the normal course of business, the Company is a defendant in various
lawsuits. The Company's management believes that there will be no material
adverse impact on the financial condition or results of operations of the
Company as a result of the ultimate resolution of these matters.

NOTE 11 - STOCK OPTION PLANS:

The Company has an Incentive Stock Option Plan under which options to purchase
shares of the Company's common stock may be granted to key employees of the
Company. The total number of shares issuable under the Incentive Stock Option
Plan was increased to 535,000 shares during fiscal 2001, subject to stockholder
approval. Options granted under the Incentive Stock Option Plan become
exercisable in annual increments determined by the Compensation Committee.
Incentive stock options expire 10 years from the date of grant.

The Company has a Directors' Stock Option Plan (the "Directors' Plan") under
which each non-employee director of the Company, on the date of his or her
election to the Board, is automatically granted an option to purchase 10,000
shares of common stock, at an exercise price equal to the fair market value of
the common stock on the date of grant. The total number of shares issuable under
the Director Stock Option Plan is 100,000. Options granted under the Director
Stock Option Plan become exercisable in cumulative annual increments of 20
percent, commencing on the anniversary of the date of grant. Director stock
options expire 10 years from the date of grant. In addition, the Board of
Directors granted an option to purchase 5,000 shares of common stock, at an
exercise price equal to the fair market value of the common stock on the date of
grant, to one non-employee director in fiscal 1997 and another non-employee
director in fiscal 1998. These grants were made outside of the Directors' Plan.
During fiscal 1999, the Company adopted a Supplemental Non-Employee Director
Stock Option Plan ("Supplemental Plan"), under which each non-employee director
of the Company serving on the Board on April 14, 1998 was granted an option to
purchase 1,000 shares of common stock. In addition, each non-employee director
will automatically be granted an option to purchase 1,000 shares of common stock
on the date of each annual meeting of stockholders at which such non-employee
director is re-elected to the Board, commencing with the annual meeting in 1999.
The total number of shares issuable under the Supplemental Plan is 25,000.
Supplemental Plan options are granted at an exercise price equal to the fair
market value on the date of grant and are exercisable in one-third increments,
commencing on the anniversary of the date of grant.

The Incentive Stock Option Plan is administered by a Compensation Committee
appointed by and holding office at the pleasure of the Board of Directors; the
Directors' and Supplemental Plans are administered by the Board. Stock option
activity for employees and directors is shown below:


                                      F-14
<PAGE>   39


<TABLE>
<CAPTION>
                                                                      Weighted-
                                                   Options             Average
                                                 Outstanding           Exercise
                                                    Number              Price
                                                 -----------           -------
<S>                                              <C>                   <C>
Outstanding at January 30, 1998                     392,000             $ 8.53
     Granted                                         38,000             $ 8.55
     Exercised                                     (112,000)            $ 5.11
     Cancelled                                      (86,000)            $11.02
                                                   --------             ------
Outstanding at January 29, 1999                     232,000             $ 9.26
     Granted                                        365,500             $ 6.78
     Exercised                                       (2,500)            $ 4.94
     Cancelled                                      (11,000)            $ 9.49
                                                   --------             ------
Outstanding at January 28, 2000                     584,000             $ 7.86
     Granted                                        202,000             $ 7.29
     Exercised                                       (2,000)            $ 4.94
     Cancelled                                      (61,500)            $ 8.28
                                                   --------             ------
Outstanding at February 2, 2001                     722,500             $ 7.67
                                                   ========             ======

Options exercisable at January 29, 1999             154,400             $10.66
                                                   ========             ======

Options exercisable at January 28, 2000             185,599             $ 9.90
                                                   ========             ======

Options exercisable at February 2, 2001             296,467             $ 8.44
                                                   ========             ======
</TABLE>


The following table summarizes information about employee and director stock
options outstanding at February 2, 2001:

<TABLE>
<CAPTION>
                                          Options Outstanding                              Options Exercisable
                           ---------------------------------------------------       ----------------------------
                                                  Weighted-         Weighted-                          Weighted-
                                                    Average           Average                            Average
Range of                          Number          Remaining          Exercise              Number       Exercise
Exercise Prices              Outstanding   Contractual Life             Price         Exercisable          Price
---------------            -------------   ----------------     -------------        ------------     ----------
<S>                        <C>             <C>                  <C>                  <C>              <C>
$4.13 to $4.94                    66,500              5.2               $4.64              63,800          $4.62
$6.56 to $8.00                   551,000              8.9               $7.12             127,667          $7.02
$12.25 to $14.25                 105,000              2.8              $12.50             105,000         $12.50
                           -------------                                             ------------
                                 722,500                                                  296,467
                           =============                                             ============
</TABLE>


Pro-forma information regarding net income and earnings per share is required by
SFAS No. 123, and has been determined as if the Company had accounted for the
employee and non-employee director stock options granted under the fair value
method of that Statement. The weighted-average estimated grant fair values, as
defined by SFAS No. 123, for options granted during fiscal years 2001, 2000 and
1999 were $3.87, $4.87 and $4.70, respectively. All options were granted at
exercise prices equal to market prices during fiscal years 2001, 2000 and 1999,
except for 160,000 options granted during FY 2000. The 160,000 stock options
were granted at prices which were $2.44 below market price on the date of grant.

The fair values for options granted in fiscal 2001, 2000 and 1999 were estimated
as of the date of grant using a Black-Scholes option pricing model with the
following weighted-average assumptions:
<TABLE>
<CAPTION>
                                                    2001              2000               1999
                                                -----------        ----------         --------
<S>                                             <C>                <C>                <C>
Risk-free interest rate                               5.41%             5.77%            5.12%
Dividend yield                                        0.00%             0.00%            0.00%
Volatility                                           47.69%            52.16%           50.73%
Weighted-average option life                        6 years           6 years          6 years
</TABLE>

Compensation cost for stock options is measured as the excess, if any, of the
quoted market price of the Company's stock at the date of the grant over the
amount an employee or director must pay to acquire the stock. Had compensation
cost for these plans been determined using fair value, rather than the quoted
market price, the Company's net income and net income per share would have been
reduced to the following pro forma amounts (in thousands, except per share
data):


                                      F-15
<PAGE>   40


<TABLE>
<CAPTION>
                                                                                 2001              2000              1999
                                                                              ----------        ----------         --------
<S>                                                                           <C>               <C>                <C>
Net income:
    As reported                                                                   $5,897            $3,372         $  6,454
    Pro forma                                                                     $5,478            $3,084         $  6,389
Net income per share:
    As reported - basic                                                            $1.06             $0.56            $1.03
    As reported - diluted                                                          $1.04             $0.56            $1.02
    Pro forma - basic                                                              $0.98             $0.51            $1.02
    Pro forma - diluted                                                            $0.97             $0.51            $1.01
</TABLE>


NOTE 12 - STOCKHOLDERS' EQUITY:

Capital Stock

Each holder of Common Stock is entitled to one vote for each share held of
record on each matter submitted to a vote of stockholders. Subject to any
preferences which may be granted to the holders of Preferred Stock, each holder
of Common Stock is entitled to receive ratably such dividends as may be declared
by the Board of Directors.

The Board of Directors, without further action by the holders of Common Stock,
may issue shares of Preferred Stock in one or more series and may fix or alter
the rights, preferences, privileges and restrictions of any unissued series of
Preferred Stock, including the voting rights, redemption provisions (including
sinking fund provisions), dividend rights, dividend rates, liquidation
preferences and conversion rights. No shares of Preferred Stock are outstanding.

Stock Repurchase Program

In fiscal 1999, the Company's Board of Directors approved a stock repurchase
program pursuant to which the Company is authorized to purchase up to 300,000
shares of its outstanding common stock in the open market at prevailing market
prices or off the market in negotiated transactions. Since the inception of the
stock repurchase program, the Board of Directors has authorized the Company to
repurchase an additional 900,000 shares for a total of 1.2 million shares
authorized for repurchase. During the year ended February 2, 2001, the Company
repurchased 565,450 shares for an aggregate price of approximately $4.0 million.
At February 2, 2001, the Company has repurchased a total of 1,076,280 shares at
an approximate cost of $7.8 million.

Note Receivable from Stock Sale

The note receivable from stock sale results from the exercise of stock options
by the Company's Chief Operating Officer for a note. The note is a full recourse
promissory note bearing interest at 7.35% and is secured by the stock issued
upon exercise of the stock options. Interest is payable quarterly and principal
is due in full on August 14, 2001.


NOTE 13. DISCONTINUED OPERATIONS:

In January 2000, the Company decided to discontinue its cigar operating segment.
Accordingly, the Company's cigar operations have been classified as discontinued
operations for all periods presented. During fiscal 2001, the Company ceased
production of cigars and closed all cigar operations. In September 2000, the
Company sold all finished cigars, packaging, and certain other assets to a third
party. At February 2, 2001, remaining cigar assets consist of tobacco leaf
inventories totaling $80,000, which have been classified as available for sale.

Revenues of the discontinued cigar segment were $755,000 in fiscal 2001,
$1,542,000 in fiscal 2000, and $862,000 in fiscal 1999. These revenues are not
included in the revenues as reported in the Consolidated Statements of Income.


                                      F-16
<PAGE>   41


QUARTERLY FINANCIAL DATA (UNAUDITED):
-------------------------------------
(Amounts in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                                                                   Fiscal 2001
                                                                          -------------------------------------------------------
Quarter ended                                                                   1st          2nd           3rd            4th
                                                                          -------------------------------------------------------
<S>                                                                       <C>                <C>            <C>           <C>
Net sales                                                                      $37,660       $ 26,448       $48,214      $59,338
Gross margin                                                                    $6,758         $4,563        $9,235      $13,944
Net income (loss) from continuing operations                                      $721          $(558)       $1,848       $3,628
Net income from discontinued operations                                            $10            $43          $185          $20
Net income (loss)                                                                 $731          $(515)       $2,033       $3,648

Per Share Data:
     Basic net income (loss) per share
         Net income (loss) from continuing operations                            $0.12         $(0.10)        $0.33        $0.66
         Net income from discontinued operations                                     -           0.01          0.04            -
                                                                          ------------------------------------------------------
         Net income (loss) per share                                             $0.12         $(0.09)        $0.37        $0.66
                                                                          ======================================================

     Diluted net income (loss) per share
         Net income (loss) from continuing operations                            $0.12         $(0.10)        $0.33        $0.64
         Net income from discontinued operations                                     -           0.01          0.04            -
                                                                          ------------------------------------------------------
         Net income (loss) per share                                             $0.12         $(0.09)        $0.37        $0.64
                                                                          ======================================================


                                                                                                   Fiscal 2000
                                                                          ------------------------------------------------------
Quarter ended                                                                   1st          2nd           3rd            4th
                                                                          ------------------------------------------------------
Net sales                                                                      $37,648        $28,327       $54,863      $48,617
Gross margin                                                                    $5,690         $4,909       $10,719      $11,269
Net income (loss) from continuing operations                                      $666          $(167)       $3,168       $2,226
Net loss from discontinued operations                                            $(221)         $(480)        $(463)     $(1,357)
Net income (loss)                                                                 $445          $(647)       $2,705         $869

Per Share Data:
     Basic net income (loss) per share
         Net income (loss) from continuing operations                            $0.11         $(0.03)        $0.54        $0.36
         Net loss from discontinued operations                                   (0.04)         (0.08)        (0.08)       (0.22)
                                                                          ------------------------------------------------------
         Net income (loss) per share                                             $0.07         $(0.11)        $0.46        $0.14
                                                                          ======================================================

     Diluted net income (loss) per share
         Net income (loss) from continuing operations                            $0.10         $(0.03)        $0.53        $0.37
         Net loss from discontinued operations                                   (0.03)         (0.08)        (0.07)       (0.23)
                                                                          ------------------------------------------------------
         Net income (loss) per share                                             $0.07         $(0.11)        $0.46        $0.14
                                                                          ======================================================
</TABLE>


                                      F-17
<PAGE>   42


                                OROAMERICA, INC.
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                           Additions
                                                              ----------------------------------
                                                                       Charged
                                                 Balance at           to costs           Charged                             Balance
                                                  Beginning                and          to other                           at end of
                 Description                      of period           expenses          accounts      Deductions              Period
--------------------------------------      ---------------   ----------------  ----------------     -----------     ---------------
<S>                                         <C>               <C>               <C>                  <C>             <C>
For the year ended January 29, 1999:
Allowance for doubtful accounts                     $1,600               $115              $215 (3)       ($130)(1)          $1,800
Reserve for estimated returns                        9,202                  0                 0             795 (2)           9,997
Allowance for uncollectible
       vendor advances                                 680                  0                 0               0                 680
                                            ---------------   ----------------  ----------------     -----------     ---------------

                    Total                          $11,482               $115              $215            $665             $12,477
                                            ===============   ================  ================     ===========     ===============



For the year ended January 28, 2000:
Allowance for doubtful accounts                    $ 1,800               $264               $39 (4)       ($143)(1)          $1,960
Reserve for estimated returns                        9,997                  0                 0            (117)(2)           9,880
Allowance for uncollectible
       vendor advances                                 680                  0                 0                                 680
                                            ---------------   ----------------  ----------------     -----------     ---------------

                    Total                          $12,477               $264               $39           ($260)            $12,520
                                            ===============   ================  ================     ===========     ===============

For the year ended February 2, 2001:
Allowance for doubtful accounts                     $1,960               $314               $14 (5)       ($486)(1)          $1,802
Reserve for estimated returns                        9,880                  0                 0             945 (2)          10,825
Allowance for uncollectible
       vendor advances                                 680               (280 )               0               0                 400
                                            ---------------   ----------------  ----------------     -----------     ---------------

                    Total                          $12,520                $34               $14            $459             $13,027
                                            ===============   ================  ================     ===========     ===============
</TABLE>


(1)      Due to debtors' inability to pay, price disputes, shortages and other
         allowances.

(2)      The Company reduces gross sales by the amount of returns processed.
         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.

(3)      Includes $117,000 collection on trade receivables previously
         written-off, $100,000 adjustment to cost of sales and $1,000 write-off
         of other accounts receivable.

(4)      Includes $3,000 collection on trade receivables previously written-off,
         $100,000 adjustment to cost of sales and $136,000 adjustment to trade
         accounts receivable.

(5)      Includes $17,000 collection of trade receivable previously written-off,
         $8,000 write-off of other accounts receivable, and $5,000 allowance for
         doubtful accounts related to CigarAmerica, Inc. trade receivables which
         are no longer designated as "available for sale" assets.



                                       S-1