U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

(Mark One)

X    Quarterly  report under Section 13 or 15(d) of the Securities  Exchange Act
--   of 1934

For the quarterly period ended June 30, 1999

     Transition  report  under  Section 13 or 15(d) of the  Exchange Act for the
     transition period from __________ to ___________.

                         Commission file number 01-13470

                             BIG SMITH BRANDS, INC.

        (Exact Name of Small Business Issuer as Specified in Its Charter)

              Delaware                                    13-3005371
   (State or Other Jurisdiction of                     (I.R.S. Employer
   Incorporation or Organization)                     Identification No.)

            1700 S. Powerline Road, Suite G, Deerfield, Florida 33442
                    (Address of Principal Executive Offices)

                                 (954) 725-3770
                (Issuer's Telephone Number, Including Area Code)

           7100 West Camino Real, Suite 402, Boca Raton, Florida 33433
         (Former Name, Former Address and Former Fiscal Year, if Changed
                               Since Last Report)

     Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

Yes  X          No
   -----          ----

Number of shares of common stock outstanding as of August 13, 1999: 8,613,546

        Transitional Small Business Disclosure Format (check one): Yes___ No X
                                                                            ---

<PAGE>

                                      INDEX
                                                                           Page
                                                                           ----
PART I    FINANCIAL INFORMATION

          Item 1. Consolidated Financial Statements

                    Balance Sheet as of June 30, 1999                         3

                    Statements of Operations for the three
                      month and six month periods ended
                      June 30, 1999 and 1998                                  4

                    Statement of Stockholders' Equity for the
                      six months ended June 30, 1999                          5

                    Statements of Cash Flows for the six months
                      ended June 30, 1999 and 1998                            6

                    Notes to Financial Statements                             7

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

PART II OTHER INFORMATION                                                    14

          Item 1.Legal Proceedings                                           14

          Item 2.Changes in Securities                                       15

          Item 3. Defaults Upon Senior Securities                            15

          Item 4. Submission of Matters to a Vote of Security Holders        15

          Item 5. Other Information                                          15

          Item 6. Exhibits and Reports on Form 8-K                           16

SIGNATURE                                                                    18

EXHIBIT INDEX                                                                19

                                      - 2 -

<PAGE>

                             BIG SMITH BRANDS, INC.
                           CONSOLIDATED BALANCE SHEET
                                  June 30, 1999
                                   (Unaudited)

                                     ASSETS
                                 CURRENT ASSETS
<TABLE>
<CAPTION>

<S>                                                                             <C>
    Cash                                                                        $   225,224
    Temporary investments                                                             7,991
    Accounts receivable, less allowance for doubtful accounts of  $24,883           649,047
    Inventories                                                                     587,995
    Prepaid expenses                                                                 60,904
                                                                                -----------
        Total current assets                                                      1,531,161

PROPERTY AND EQUIPMENT, At Cost
    Land                                                                             20,000
    Buildings & leasehold improvements                                              563,154
    Equipment                                                                       534,796
    Vehicles                                                                              0
                                                                                -----------
                                                                                  1,117,950
    Less accumulated depreciation                                                   472,913
        Net property and equipment                                                  645,037

OTHER ASSETS
    Due from B/S Partners L.L.C.                                                     26,277
    Security deposits                                                                34,214
    Certificate of deposit                                                          200,000
    Deferred non-compete compensation, per agreement                              3,800,000
    Deferred non-compete expenses, less accumulated amortization of $7,535          255,326
    Deferred finance charges, less accumulated amortization of $225,240             570,882
    Trademarks, less accumulated amortization of $134,697                           381,164
                                                                                -----------
        Total other assets                                                        5,267,863
                                                                                -----------
           Total assets                                                         $ 7,444,061
                                                                                ===========

                            LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
    Revolving line-of-credit                                                    $   276,102
    Current maturities of long-term debt                                             92,899
    Accounts payable                                                              2,472,399
    Accrued restructuring/litigation                                                 96,848
    Accrued expenses                                                                435,957
                                                                                -----------
        Total current liabilities                                                 3,374,205

LONG-TERM DEBT                                                                    1,028,546

STOCKHOLDERS' GAIN
    Deferred non-compete income                                                   3,800,000
    Common stock, $.01 par value; authorized 10,000,000 shares:
       issued and outstanding 8,613,546 shares                                       86,136
    Additional paid-in capital                                                   10,076,301
    Accumulated deficit                                                         (10,921,127)
                                                                                ------------
    Total stockholders' gain                                                      3,041,310
                                                                                -----------

           Total liabilities and stockholders' deficit                          $ 7,444,061
                                                                                ===========
</TABLE>

                 See Notes to Consolidated Financial Statements

                                      - 3 -

<PAGE>

                             BIG SMITH BRANDS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                  June 30, 1999
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                  Three Month Period                   Six Month Period
                                                     Ended June 30                       Ended June 30
                                                     -------------                       -------------
                                                   1999              1998             1999             1998
                                                   ----              ----             ----             ----
<S>                                            <C>               <C>             <C>              <C>
NET SALES                                      $ 35,072          $295,298        $ 277,530        $ 570,288
COST OF GOOD SOLD                                20,039           269,246          314,178          501,574
                                           -------------      ------------      -----------      -----------
GROSS PROFIT (LOSS)                              15,033            26,052          (36,648)          68,714
OPERATING EXPENSES
 Selling                                         68,008           150,030           68,986          297,254
                                                                                ----------
 General and administrative                     219,482           236,913          523,145          405,393
                                           -------------     -------------      -----------      -----------
                                                287,490           386,943          592,131          702,647
                                           -------------     -------------      -----------      -----------

INCOME (LOSS) FROM OPERATIONS                  (272,457)         (360,891)        (628,779)        (633,933)
                                           -------------      ------------      -----------      -----------

OTHER INCOME (EXPENSE)
 Miscellaneous income                           826,224                            826,199
 Miscellaneous expenses                        (123,899)                          (237,919)        (123,988)
 Interest expense                               (73,067)         (137,158)        (202,415)        (258,944)
 Discontinued operations loss
    (non-retained items)                       (370,485)           (46,885)       (370,485)        (664,917)
                                           ------------       -------------     -----------      -----------
 Total other income/ (Expense)                  258,773           (184,043)         15,380       (1,047,849)
                                           ------------       -------------     -----------      -----------

Income gain (loss) before taxes                 (13,684)         (544,934)        (613,399)      (1,681,782)

PROVISION FOR INCOME TAXES                            0                 0                0                0
                                           ------------      -------------      ------------    ------------
NET INCOME (LOSS)                          $    (13,684)     $   (544,934)      $  (613,399)    $ (1,681,742
                                           ============      =============      ============    ============

NET INCOME (LOSS) PER SHARE                $      (0.00)         (   0.08)      $     (0.00)    $      (0.24)
                                           ============      =============      ============    ============

WEIGHTED AVERAGE  COMMON SHARES
  OUTSTANDING                                 8,613,546         7,099,842         8,613,546        7,099,842
                                           ============      =============      ============    ============

</TABLE>

                 See Notes to Consolidated Financial Statements

                                      - 4 -

<PAGE>

                             BIG SMITH BRANDS, INC.
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIT) EQUITY
                         SIX MONTHS ENDED JUNE 30, 1999
                                   (Unaudited)
<TABLE>
<CAPTION>

                                        Common Stock,
                                        $.01 par value
                                                                 Additional     Retained
                                                     Common      Paid-in        earnings
                                       Shares        Stock       capital        (deficit)        Total
                                       ------       ---------   -------         ---------        -----

<S>                                    <C>          <C>         <C>          <C>              <C>
Balance (deficit), January 1, 1999     $7,354,683    $ 73,547  $ 9,130,767   $(10,307,727)    $(1,103,413)
Debt issuance costs/registration                                   (20,876)       (20,876)
Private placement with warrants         1,100,000      11,000      968,000        979,000
Conversion of accounts payable
    into common shares                    158,863       1,589       (1,589)                             0

Net loss - June 30, 1999                        -           -            -       (613,399)       (613,399)
                                       ----------    --------  -----------   -------------   ------------
Balance (deficit) June 30, 1999         8,613,546    $ 86,136  $10,076,302   $(10,921,126)   $   (758,688)
                                       ==========    ========  ===========   =============   ============
</TABLE>

                 See Notes to Consolidated Financial Statements

                                      - 5 -

<PAGE>

<TABLE>
<CAPTION>

                             BIG SMITH BRANDS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     SIX MONTHS ENDED June 30, 1999 AND 1998
                                   (Unaudited)

                                                             1999             1998
                                                             ----             ----
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                    <C>                <C>
   Net loss                                             $  (613,399)      $(1,681,742)
    Item not requiring cash:
       Depreciation and amortization & accrued
       property tax                                         215,335           185,093
       Amortization of debenture discount                                     606,204
   Changes in:
       Accounts receivable                                1,678,193           787,649
       Inventories                                        2,752,746        (1,665,754)
       Prepaid expenses                                      61,897           (73,731)
       Other assets                                         297,203           (24,699)
       Accounts payable and accrued expenses              1,426,801           582,463
                                                        -----------       -----------
          Net cash provided (used) in operating
          activities                                      5,818,776        (1,284,517)
                                                        -----------       ------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment                    (1,501,565)         (100,690)
   Reductions temporary investments                           3,192            (8,452)
                                                        -----------       ------------
       Net cash provided (used) in investing
       activities                                        (1,498,373)         (109,142)

CASH FLOWS FROM FINANCING ACTIVITIES
   Checks outstanding in excess of bank balance            (181,596)           27,265
   Net borrowings (repayments) under line-of-credit
   agreement                                             (3,635,214)        1,461,258
   Net Proceeds from convertible debentures
   Principal payments on long-term debt                    (391,286)         (185,843)
       Net cash provided (used) in financing
       activities                                        (4,208,096)        1,302,680

INCREASE (DECREASE) IN CASH                                 112,307           (90,979)
CASH, BEGINNING OF PERIOD                                   112,917           111,190
                                                        -----------       -----------
CASH, END OF PERIOD                                     $   225,224       $    20,211
                                                        ===========       ===========
</TABLE>

                 See Notes to Consolidated Financial Statements

                                      - 6 -

<PAGE>

                             BIG SMITH BRANDS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Company

Big  Smith  Brands,   Inc.  (the   "Company")   sells  quality   sportswear  and
childrenswear  under a  variety  of brand  names,  including  Big  Smith,  Smith
Mountain  Classics and Big Smith  Vintage.  The Company  markets its products to
national chains and local stores worldwide.

Significant Accounting Policies

The accounting  policies  followed by the Company are set forth in Note 1 to the
Company's financial  statements included in its Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1998.

NOTE 2:  INTERIM FINANCIAL STATEMENTS

The  accompanying  consolidated  financial  statements  have  been  prepared  in
accordance  with the  instructions to Form 10-QSB of the Securities and Exchange
Commission  and in accordance  with  generally  accepted  accounting  principles
applicable  to  interim  financial  statements  and  do not  include  all of the
information and footnotes required by generally accepted  accounting  principles
for audited  financial  statements.  The financial  statements should be read in
conjunction with the audited consolidated  financial statements and accompanying
notes of the Company for the year ended December 31, 1998, which are included in
its Annual Report on Form 10-KSB for the fiscal year ended December 31, 1998.

In the opinion of the management of the Company,  the accompanying  consolidated
financial  statements  reflect all adjustments  necessary  (consisting solely of
normal recurring adjustments) necessary to present fairly the financial position
of the  Company  as of  June  30,  1999  and  the  results  of  its  operations,
stockholders'  equity and cash flows for the three  month  period and nine month
periods then ended.

The results of operations for the period ended June 30, 1999, are not
necessarily indicative of the results to be expected for the entire year. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Seasonality."

NOTE 3:  INCOME PER SHARE INFORMATION

Earnings per share are computed  based on the weighted  average number of common
shares outstanding during the period. Stock warrants and options outstanding are
common stock  equivalents  and are included in the  calculation  of earnings per
share to the extent they are dilutive using the treasury-stock method. Basic and
diluted earnings per share are the same.

NOTE 4:  CONVERTIBLE DEBENTURES

In March 1998,  the  convertible  long-term  debt was converted  into  2,900,000
shares of common stock. At the date of conversion  there was $606,204  remaining
of unamortized  discount  which had been netted against the principal  amount at
December  31, 1997.  Upon  conversion  this  unamortized  portion  resulted in a
non-cash,  non-recurring  charge  against income of $606,204 in the period ended
March 31, 1998.


                                      - 7 -

<PAGE>

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS.

General

        Forward Looking-Statements. When used in this report, press releases and
elsewhere  by the  management  of the  Company  from  time to  time,  the  words
"believes", "anticipates", and "expects" and similar expressions are intended to
identify   forward-looking   statements   that   involve   certain   risks   and
uncertainties. Additionally, certain statements contained in this discussion may
be  deemed  forward-looking  statements  that  involve  a number  of  risks  and
uncertainties.  Among the  factors  that could  cause  actual  results to differ
materially  are the  following:  the  ability of the Company to meet its working
capital and liquidity  needs, the status of relations  between the Company,  its
primary  customers  and  distributors,  the  availability  of long-term  credit,
unanticipated  changes  in  the  U.S.  and  international  economies,   business
conditions  and  growth in the  sportswear  industry  and the level of growth in
retail sales generally,  the timely  development and acceptance of new products,
the  impact of  competitive  products  and  pricing,  changes in the cost of raw
materials,  changes in product  mix,  the  outcome  of  litigation  in which the
Company is involved,  along with product  delays and other risks  detailed  from
time to time in the  Company's  SEC reports.  Readers are cautioned not to place
undue reliance on these  forward-looking  statements  which speak only as of the
date  hereof.  The Company  undertakes  no  obligation  to publicly  release the
results of any events or  circumstances  after the date hereof or to reflect the
occurrence of unanticipated events.

        Going Concern.  The Company's  viability as a going concern is dependent
upon its ability to raise  sufficient  working capital and to meet any liquidity
needs that may  exceed  the  availability  under the  revolving  loan and credit
facility.  The  Company  experienced  a loss from  operations  in 1998 and had a
working  capital  deficit at December 31, 1998.  The Company  experienced a loss
from  operations  of $613,399 for the six months ended June 30, 1999,  and had a
working capital  deficit of $1.84 million at June 30, 1999.  Also, our liquidity
needs could exceed the amount of borrowings available under our Credit Facility.
See "--Liquidity and Capital Resources."

General

        The  discussion  and  analysis  set forth below is for the three  months
ended June 30, 1999 and June 30, 1998. It should be read in conjunction with our
Financial  Statements and the related Notes thereto appearing  elsewhere in this
quarterly  report.  The information  presented for the six months ended June 30,
1999, and June 30, 1998, was derived from unaudited financial  statements which,
in our opinion,  reflect all adjustments  (consisting  only of normal  recurring
adjustments) necessary for a fair presentation.

Overview

        On April 22, 1999, we sold to Walls Industries,  Inc.,  Cleburne,  Texas
("Walls") all of our assets  related to the workwear  business,  other than real
estate and trademarks, and licensed to Walls the Big Smith trademark and certain
related  trademarks for use in the  manufacture,  sale and licensing of workwear
products (the "Walls Sale and License").  The consummation of the Walls Sale and
License has changed our business  substantially,  primarily in that we no longer
manufacture,   hold  inventory  or  market  workwear  products.   Following  the
consummation  of the Walls Sale and License,  our  business  plan now focuses on
refining our retained  product  lines and  increasing  merchandising,  sales and
marketing  of  those  retained   products,   with  emphasis  on  sportswear  and
childrenswear.  In order to  achieve  our  objectives,  our  strategy  currently
includes:

     o    finalizing negotiations expected to lead to a joint venture for the
          design, acquisition of raw materials, manufacture, marketing, sales
          and sourcing of Big Smith branded sportswear with individuals and
          organizations with long-standing worldwide reputations in the apparel
          industry,

     o    continuing enhancement of our retained product lines,

     o    increasing the value of the Big Smith trademarks through direct
          consumer advertising,

     o    offshore subcontracting of substantially all manufacturing and
          production activities for the foreseeable future,

     o    retaining testing and quality assurance functions,

                                      - 8 -

<PAGE>

     o    licensing Amita, srl, an Italian company, for the production, sale and
          marketing of sweaters and outergarments to complement our sportswear
          products,

     o    occupying on August 13, 1999 a facility to serve as executive office
          and warehouse space in Deerfield, Florida,

     o    developing a business plan to introduce a line of ladieswear as a
          complement to our sportswear and childrenswear, and

     o    focusing solely on the development and marketing of products under our
          Big Smith labels.

        On December 10, 1997,  we obtained a revolving  line-of-credit  and term
loan credit  facility  (the "Credit  Facility")  with  NationsCredit  Commercial
Funding, a NationsBank Company ("NationsCredit"). The Credit Facility allows for
a  maximum  availability  of  $7,000,000,  after  an  amendment  related  to the
consummation of the Walls Sale and License,  based on a specified  percentage of
eligible accounts  receivable,  inventories and real property.  See "--Liquidity
and Capital Resources."

        A  significant  portion  of our sales of  sportswear  for the six months
ended June 30, 1998 were to Gadzooks and Jean Country, representing 30% and 14%,
respectively.  In the six months ended June 30,  1999,  the  Company's  sales of
sportswear  were to  Gadzooks,  representing  31% of sales,  and to  Marshall's,
representing  69% of sales. The sale to Marshall's was a discounted sale of last
season's  inventory.   Sales  from  the  Company's  retail  store  are  reported
separately below in "Results of Operations." A significant  portion of our sales
of childrenswear are to three customers.  Sales to Busy Bee, Midstates,  Inc and
Whealtbelt of children's line products represented approximately 2%, 14% and 7%,
respectively,  of our net sales of  childrenswear  for the six months ended June
30, 1999 and 4%, 19% and 8%,  respectively,  for the three months ended June 30,
1998.

        If any  one  or  more  of  the  Company's  sportswear  or  childrenswear
customers  were to  cease or  materially  reduce  its  purchases  from  us,  the
financial condition of the Company might be materially  adversely affected.  The
Company  intends to  continue  to broaden the  customer  base for our  products,
lessening the concentration in any one customer or small group of customers.  As
of July 14, 1999, the Company  entered into a sublicense  with Do Duds, Inc. for
the design, manufacture and distribution of Big Smith branded childrenswear. The
sublicense  terminates  on July  31,  2002 and  provides  for  royalties  to the
Company.

        In July 1999,  the Company  entered into an  agreement  with J & E Sales
Corp. and Sumida Corp.  relating to the formation and operation of B/S Partners,
L.L.C. ("B/S Partners") to design,  manufacture and distribute Big Smith branded
sportswear and streetwear.  Pursuant to this  agreement,  the Company expects to
grant a sublicense  to B/S Partners for the use of the Big Smith brand and to be
responsible for design and distribution of the Big Smith branded  sportswear and
streetwear produced by B/S Partners.

        On August 13, 1999, the Company  occupied its new facility in Deerfield,
Florida. The new facility will serve as warehouse and distribution space as well
as the Company's executive offices.  In addition,  the Company intends to open a
retail  outlet at the new facility.  The Company's  direct retail sales in South
Beach, Florida are higher margin sales than sales to wholesale customers and are
reported separately in the discussion and analysis below.

Results of Operations

        The following discussion and analysis should be read in conjunction with
our financial  statements  appearing  elsewhere in this Quarterly Report on Form
10-QSB. In the following discussion and analysis, references to "Retained Lines"
include the  product  lines  retained  by the  Company  after the Walls Sale and
License.  Prior to the Walls Sale and  License,  childrenswear  records  did not
differentiate  between younger  childrenswear (sizes 9 months to children's size
7) and student  sizes  (children's  sizes 8-16).  The Company only  retained the
younger childrenswear.  In the discussion and analysis below, historical numbers
related to  childrenswear  reflect all  childrenswear,  whereas  current quarter
numbers reflect only the retained younger  childrenswear  products.  This change
may have a significant effect on the comparison of historical numbers to current
numbers.

        Additionally,  due to  the  Walls  Sale  and  License  the  Company  has
discontinued the operation of its workwear  business and realized  non-recurring
income from the sale of the workwear business.


                                      - 9 -

<PAGE>

Three  Months  Ended June 30, 1999  Compared to the Three  Months Ended June 30,
1998

        Net  sales  for the  three  months  ended  June 30,  1999  decreased  by
$260,000, or 88.1%, to $35,000 from $290,000 for the three months ended June 30,
1999.  Net  sales  for the  three  months  ended  June  30,  1999  of Big  Smith
sportswear,  childrenswear and Big Smith store products were $5,000, $17,000 and
$13,000   respectively,   as  compared  with   $236,000,   $38,000  and  $3,000,
respectively,  for the three  months  ended June 30, 1998 The  decrease in sales
resulted primarily from the Company's lack of sportswear product development for
1999. The Company  expects to present its new  sportswear  product lines for the
spring 2000 season at the annual Men's Apparel  Guild In  California  trade show
(the "MAGIC Show") in August 1999.

        Cost of goods sold for the three months ended June 30, 1999 decreased by
$249,000, or 92.6% to $20,000 from, $269,000 for the three months ended June 30,
1998.  The decrease  resulted  from the decrease in sales and the  corresponding
decrease in inventory purchases of the sportswear line.

        Gross profit for the three  months  ended June 30, 1999 was $15,000,  or
42.9% of net sales,  compared  to $26,000,  or 8.9% of net sales,  for the three
months ended June 30, 1998 The increase in gross profit percentage was primarily
due to relatively higher gross margins on the Retained Lines and the even higher
margins  realized on the sales at our retail  store.  For the three months ended
June 30, 1999, Big Smith sportswear,  childrenswear and Big Smith store products
accounted  for 14.1%,  49.2% and 36.7% of net sales,  respectively,  as compared
with  84.9%,  13.8% and 1.3% of net sales,  respectively,  for the three  months
ended June 30, 1998.

        Selling expenses  decreased by $82,000 to $68,000,  for the three months
ended June 30,  1999,  from  $150,000,  for the three months ended June 30, 1998
This decrease in selling  expenses  resulted from decrease in the  production of
samples, design charges and travel expenses. General and administrative expenses
were $219,000 for the three months ended June 30, 1999,  compared with $237,000,
for the three  months  ended June 30,  1998,  The  decrease  in the  general and
administrative  expenses was due to the re-organization of the Company after the
Walls Sales and License.

        The Company's  interest expense for the three months ended June 30, 1999
was $73,000 as compared with $137,000, for the three months ended June 30, 1998.
The decrease in interest expense was primarily due to decrease in borrowings and
loan fees.

        As a result  of the  foregoing,  the  Company's  net loss for the  three
months  ended June 30, 1999 was $14,000  compared to a net loss of $545,000  for
the three months ended June 30, 1998.

        For the three months  ended June 30,  1999,  the Company had a loss from
discontinued  operations of $370,000.  This loss was comprised of  non-recurring
income  from the sale of assets of  $177,000,  loss from  discontinued  workwear
operations of $46,000,  discontinued  global operations of $47,000 and loss from
litigation  relating to the Caterpillar  Termination  (as defined  hereafter) of
$100,000.  Loss from discontinued operations for the three months ended June 30,
1998 was $47,000  entirely  related to  litigation  relating to the  Caterpillar
Termination.

Six Months Ended June 30, 1999 Compared to the Six Months Ended June 30, 1998

        Net sales, for the six months ended June 30, 1999 decreased by $293,000,
or 51.4%,  to $277,000  from  $570,000 for the three months ended June 30, 1998.
Net sales for the three  months  ended  June 30,  1999 of Big Smith  sportswear,
childrenswear  and Big Smith store products were  $195,000,  $50,000 and $32,000
respectively,  as compared with $473,000, $94,000 and $3,000, respectively,  for
the three months ended June 30, 1998 The  decrease in sales  resulted  primarily
from the Company's lack of sportswear product  development for 1999. The Company
expects to present its new  sportswear  product lines for the spring 2000 season
at the annual Men's Apparel Guild In California trade show (the "MAGIC Show") in
August 1999.

        Cost of goods,  sold for the six months ended June 30, 1999 decreased by
188,000,  or 37.5% to $314,000 from,  $502,000 for the six months ended June 30,
1998.  The decrease was primarily due to the sale of prior  season's  sportswear
inventory at cost or at a smaller profit margin and the decrease in sales of the
sportswear line.

        Gross  loss  for the six  months  ended  June 30,  1999  was  ($37,000),
compared to gross profit of $69,000,  or 12.1% of net sales,  for the six months
ended  June  30,  1998  For the six  months  ended  June  30,  1999,  Big  Smith
sportswear,  childrenswear  and Big Smith store  products  accounted  for 70.3%,
17.9% and 11.8% of net sales,  respectively,  as compared with 83.0%,  16.4% and
0.6% of net sales, respectively, for the six months ended June 30, 1998.

                                     - 10 -

<PAGE>

        Selling  expenses  decreased by $228,000 to $70,000,  for the six months
ended June 30, 1999, from $298,000,  for the six months ended June 30, 1998 This
decrease  in selling  expenses  resulted  from a decrease in the  production  of
samples, design charges and travel expenses. General and administrative expenses
were  $523,000,   for  the  six  months  ended  June  30,  1999,  compared  with
$405,000,for the six months ended June 30, 1998, The increase in the general and
administrative  expenses was due to the decrease in sales of the retained  lines
and the reclassification of discontinued operations.

        The  Company's  interest  expense for the six months ended June 30, 1999
was $202,000 as compared with $259,000,  for the six months ended June 30, 1998.
The decrease in interest expense was primarily due to decrease in borrowings and
loan fees, due to the Walls Sales and License.

        As a result of the foregoing,  the Company's net loss for the six months
ended June 30, 1999 was $614,000  compared to a net loss of  $1,682,000  for the
six  months  ended  June 30,  1998.  Excluding  the non-  recurring  convertible
amortization  discount of $606,000,  the  Company's  net loss for the six months
ended June 30, 1998 was $1,076,000.

        For the six months  ended June 30,  1999,  the  Company  had a loss from
discontinued  operations of $370,000.  This loss was comprised of  non-recurring
income  from the sale of assets of  $177,000,  loss from  discontinued  workwear
operations of $46,000,  discontinued  global operations of $47,000 and loss from
litigation  relating to the Caterpillar  Termination  (as defined  hereafter) of
$100,000.  Loss from  discontinued  operations for the six months ended June 30,
1998 was $665,000 related to loss from  discontinued  workwear  operations.  The
loss from  operations  in the six months ended June 30, 1998 included a $606,000
amortization  of debenture  discount.  Excluding the non- recurring  convertible
amortization discount of $606,000, the loss from discontinued operations for the
six months ended June 30, 1998 was $59,000.

Year 2000 Compliance

               We have initiated a Company-wide  program to prepare our computer
systems and applications  for year 2000 compliance.  We expect to incur internal
staff costs as well as other  expenses  necessary to prepare its systems for the
year 2000  ("Y2K").  We expect to  replace  some  systems  and  upgrade  others.
Maintenance or  modification  costs will be expensed as incurred.  Specifically,
our  accounting/payroll  software is Y2K compliant.  In addition, the Electronic
Data  Information  system,  through which major customers  electronically  order
merchandise and invoices are electronically  issued, is pending installation and
will be Y2K  compliant.  The Company's  hardware is being replaced in connection
with our move to our new executive  office and warehouse  facility in Deerfield,
Florida.  We estimate the total cost of the hardware upgrade to be approximately
$95,000.

Liquidity and Capital Resources

        Our viability as a going concern is dependent  upon our ability to raise
sufficient  working  capital and to meet any liquidity needs that may exceed the
availability   under  the  Credit  Facility  (as  defined  below).  The  Company
experienced a loss from  operations  during the three months ended June 30, 1999
and June 30, 1998 and had a working capital  deficiency at June 30, 1999.  Also,
the Company's  liquidity  needs could exceed the amount of borrowings  available
under the Credit  Facility.  At June 30, 1999,  working  capital  deficiency was
approximately  $1.84 million primarily as a result of the purported  termination
effective in January 1997 by Caterpillar,  Inc. ("Caterpillar") of the Company's
license  to  manufacture  and sell  workwear  under the  Caterpillar  label (the
"Caterpillar  Termination").  As a result,  the  Company  has faced an  on-going
liquidity  deficit.  Working capital also may vary from time to time as a result
of seasonal inventory requirements,  the level of trade credit available and the
level of accounts  receivable  balances.  The Company has taken several steps to
obtain additional sources of liquidity.

        The net  proceeds  of the Walls Sale and  License  improved  our capital
structure.  Additionally,  the Walls Sale and License  removes the  overhead and
interest costs associated with the low-margin  workwear  business allowing us to
concentrate on the higher-margin sportswear business.

        In order to fund its cash needs, on April 2, 1997, the Company completed
a  Regulation  S  placement  of $1.7  million  of its 6%  Convertible  Preferred
Debentures  due March 31, 2000. By March 1998, the Debentures had been converted
to 3,169,842 shares of the Company's Common Stock.

        On  December   10,   1997,   the  Company   obtained  a  new   revolving
line-of-credit  and term loan  credit  facility  (the  "Credit  Facility")  with
NationsCredit  Commercial  Funding,  a  NationsBank  Company   ("NationsCredit")
allowing for maximum  availability  of $7 million after an amendment  related to
the consummation of the Walls Sale and License,  based


                                     - 11 -

<PAGE>

on a specified percentage of eligible accounts receivable, inventories and real
property. The amount outstanding under the Credit Facility as of June 30, 1999
was $385,000, with $276,000 on the revolving line-of-credit and 109,000 under
the term loan portion of the Credit Facility. At June 30, 1999 we had
approximately $53,000 of unused availability under the total credit facility.
The loan bears interest at prime rate plus 1.875% (9.625% at June 30, 1999) and
matures in December 2001. The agreement also provides for additional interest
under certain circumstances and other fixed fees payable. The loan is secured by
all of our retained assets which includes, without limitation, accounts
receivable, inventories and property and equipment.

        On or about  August 10,  1998,  the  Company  sold  units to  accredited
investors  including  warrants to purchase 20,000 shares of the Company's Common
Stock, and $200,000 of the Company's 12% promissory notes in a private placement
through D.L. Cromwell Investments, Inc. ("Cromwell").  Cromwell was paid a total
commission  of  $16,000.  The units were sold to  accredited  investors  without
registration  under  the 1933  Act,  or the  securities  laws of any  state,  in
reliance on the  exemptions  contained in Rule 506 of  Regulation D  promulgated
under the 1933 Act. In December,  1998, the Company  redeemed the 12% promissory
notes using funds borrowed from S. Peter Lebowitz.

        On February  18,  1999,  the Company  received the proceeds of a private
placement offering (the "Private Placement") of 1,100,000 units (the "Units") of
the  Company's  securities,  with  each  Unit  consisting  of one  share  of the
Company's  Common  Stock  and two  Warrants  each to  purchase  one share of the
Company's  Common  Stock,  one of which is  exercisable  at a price of $1.50 per
share and the second of which is exercisable at a price of $1.75 per share.  The
Warrants  have a  three-year  term.  Cromwell  was the  placement  agent for the
offering.  The Company paid Cromwell a commission of 11% of the total  aggregate
purchase price and Cromwell also received Placement Agent's Warrants to purchase
110,000  Units of the  Company's  securities  as described  above at an exercise
price of $1.20 per Unit. The terms of the offering  provided that the number and
exercise  prices of the Warrants  would not be adjusted by virtue of the reverse
stock split which we will effect shortly.

        In 1998, the Company  financed its operations  primarily with borrowings
under its Credit Facility with NationsCredit.  Cash used in operating activities
totaled  $5.82  million for the six months ended June 30, 1999 as compared  with
cash used in operating activities of $1.28 million for the six months ended June
30, 1998. This increase reflected  primarily the $3,531,217 received from Walls,
for the assets ($270,000), inventory ($2,858,000), rent ($2,500) and non-compete
agreement (first payment $400,000).  Excluding the payments received from Walls,
the cash used in operating activities was $2.29 million for the six months ended
June 30,  1999.  The  Company  typically  experiences  negative  cash  flow from
operations during the first half of each year due to the buildup of inventory in
preparation for increased sales volume in the second half of each year.

Capital Expenditures

        Capital  expenditures  totaled  $726 for the three months ended June 30,
1999, primarily for computer programs needed for the Y2K compliance. The Company
anticipates  further capital  expenditures  relating to the occupation in August
1999 of the Deerfield,  Florida facility of approximately  $61,000 consisting of
the  following:  air-  condition  system  ($20,000),  cable for the new computer
network ($9,000),  security systems  ($5,000),  additional  telephone  equipment
($3,000),  additional computers  ($10,000),  racks and display fixtures ($9,000)
and miscellaneous items ($5,000).

Intangible Assets

        As  part  of  the  consummation  of  the  Walls  Sale  and  License,  we
transferred  all of our  trademarks to a subsidiary,  Big Smith  Holdings,  Inc.
("Holdings"),  the  stock of which is owned  60% by us and 40% by  Walls.  Walls
appointed  one  member  of the Board of  Directors  of this  subsidiary,  and we
appointed all other  directors.  The  Certificate of  Incorporation  of Holdings
restricts its activities solely to owning and licensing these trademarks.

        Holdings granted to Walls a royalty-free,  perpetual  license to use the
Big Smith  trademark  and certain  related  tradenames  in  connection  with the
manufacture,  sale and licensing of workwear products.  Holdings granted to us a
royalty-free,  perpetual  license  to use the Big Smith  trademark  and  certain
related  tradenames for sportswear  and,  subject to certain  approval rights of
Walls,  for all other  purposes.  Any other  licenses  granted by Holdings  will
require the unanimous vote of its Board of Directors.

        In 1995, we purchased the Big Smith  trademark in the seven countries in
Europe for which we did not previously  have  trademark  rights for an aggregate
purchase price of $500,000 payable over four years. The final payment of $50,000
is due in September 1999.

                                     - 12 -

<PAGE>

        In December 1998, we entered into a one-year,  renewable sublicense with
Amita srl,  an Italian  company  ("Amita"),  to design,  manufacture  and be the
exclusive sales representative  throughout Italy for Big Smith branded sweaters,
jackets and other  sportswear  products.  As of July 14, 1999, we entered into a
sublicense  with Do Duds, Inc. for the design,  manufacture and  distribution of
Big Smith branded childrenswear.  The sublicense terminates on July 31, 2002 and
provides for royalties to the Company.  We maintain  quality and design  control
over the products produced under these sublicenses.

Seasonality

        Our sales of workwear  were  generally  higher in the last six months of
the year as  compared  to the first six months of the year in terms of  revenues
generated and, to a lesser extent,  total garments sold. This  seasonality had a
significant  impact on our cash flow  because  our  inventory  levels  tended to
increase during the summer months in preparation for anticipated higher sales in
September, October and November.

        We believe that our continuing business will be less subject to seasonal
variation  than it  historically  has been.  Our  sportswear  and  childrenswear
products sell at a generally  constant rate with some  acceleration  of sales in
the spring and fall. We can give you no assurance,  however, that our continuing
business  will  not  experience  significant  seasonal  variation.   Significant
seasonal  variation  in our sales  could have a material  adverse  effect on our
financial position which, in turn, could significantly affect your investment.

                                     - 13 -

<PAGE>

                                     PART II

                                OTHER INFORMATION

Item 1.        Legal Proceedings.

Caterpillar Litigation

        On June 25,  1996,  Big Smith  Global  Ltd.  ("BSG"),  our wholly  owned
subsidiary   holding  the  rights  to  our  agreement  (the   "Agreement")  with
Caterpillar  licensing  our  use  of the  Caterpillar  and  related  trademarks,
received a purported  notice of termination of the Agreement,  citing  purported
violations of the Agreement.

        On July 9, 1996, we were served with a summons and complaint  naming us,
BSG and S. Peter  Lebowitz,  our CEO, as defendants in a suit by  Caterpillar in
the  U.S.  District  Court  for the  Central  District  Court of  Illinois  (the
"District  Court").  The  complaint  alleges  trademark   infringement,   unfair
competition,  false  advertising  and breach of contract,  and seeks  injunctive
relief and unspecified  damages in connection with our alleged violations of the
Agreement and Caterpillar's proprietary marks.

        On July 26, 1996, we answered the complaint filing  responsive  defenses
of failure to assert a claim, waiver, amendment,  promissory estoppel, equitable
estoppel,  laches,  failure to provide an opportunity to cure, unclean hands and
misuse.  With BSG,  we filed  counterclaims  for  breach of  contract,  tortious
interference with contractual relations,  interference with prospective business
relations,   conspiracy,   commercial  disparagement  and  breach  of  franchise
agreement  in  connection  with  what we and  BSG  believe  to be  Caterpillar's
wrongful efforts to terminate our license to use certain Caterpillar  trademarks
on its apparel.  S. Peter Lebowitz also filed a motion to dismiss for failure to
state a claim against him in his individual capacity.

        On July 18,  1996,  Caterpillar  filed an  emergency  motion for summary
judgment  seeking a  declaratory  judgment  that the Agreement had been properly
terminated.  On July 29, 1996,  we filed a motion for a  preliminary  injunction
against  Caterpillar's  purported  termination of the  Agreement.  On August 19,
1996, the District  Court entered an order (the "August 19th Order"),  which was
subsequently  confirmed in a  Reconsideration  Order  denying the motion we made
with BSG for a  preliminary  injunction  and granting  Caterpillar's  motion for
summary  judgment on the basis of a finding  that the  Agreement,  by its terms,
provided  for  termination  by  Caterpillar  following  certain  breaches of the
Agreement by BSG  regardless of whether or not such breaches were  material.  On
August 28, 1996,  the District Court granted in part Mr.  Lebowitz's  motion and
dismissed him from the breach of contract and declaratory judgment counts of the
complaint.

        On April 16,  1997,  we filed an Amended  Counterclaim  adding  Overland
Group, Ltd. and Stephen Palmer as counterdefendants seeking damages in excess of
$20 million plus costs.  Thereafter,  on October 31,  1997,  a Corrected  Second
Amended  Counterclaim  was filed by us naming Overland  Footwear,  Limited as an
additional  counter-defendant.  The Second Amended  Counterclaim alleges similar
claims as in the original  counterclaim  and,  among others,  newly alleges that
Caterpillar  was barred  from  terminating  our license to use its marks since a
common law franchise relationship existed between the parties which could not be
terminated absent good cause.

        The  counterdefendants  have filed motions to dismiss the Second Amended
Counterclaim for failure to state a claim. Additionally, Palmer and the Overland
defendants  have filed motions seeking  dismissal for lack of jurisdiction  over
them.  On December  16, 1997,  the Court heard oral  arguments on the motions to
dismiss. To date the Court has not ruled on said motions.

        We  intend  to  vigorously  defend  the  claims  of  Caterpillar  and to
diligently  pursue  our  counterclaims  and our  claims  against  Palmer and the
Overland  defendants.  At this  stage of  litigation,  we  cannot  evaluate  the
likelihood  of favorable or  unfavorable  outcome.  We can give you no assurance
that the outcome of this  litigation  will be favorable to us. If the outcome of
the  litigation is not  favorable,  such outcome  could have a material  adverse
effect on our financial condition.

Other Litigation

        We have  been  involved  in  litigation  with a  number  of our  foreign
distributors in connection with their refusal to pay royalties we believed to be
due in respect of sales by such  distributors  of Caterpillar  branded  products
prior to our ceasing to sell such products.  Additionally,  certain distributors
made claims  against us relating to the effects of the purported  termination of
the Caterpillar license on their arrangements with us. Most of these litigations
have been resolved.

                                     - 14 -

<PAGE>

We have begun discussions with Selected Brands Shoe Company seeking recovery of
at least $73,000 of accounts receivable we believe are due and payable and with
Fashion Fever CC seeking recovery of an as yet undetermined amount of royalties
we believe are due and payable. These discussions are preliminary to filing
collection actions if satisfactory settlements cannot be reached.

        In January,  1998,  Triquest Group, a California  corporation,  began an
action in the  Superior  Court of the State of  California,  Santa Clara  County
(Case No. CV 767474) against us and S. Peter Lebowitz seeking to recover a sales
commission in connection with the sale of all of the then remaining inventory of
Caterpillar  branded  apparel to KPR  International,  Inc. The plaintiff  sought
recovery  of a sales  commission  in the amount of $65,000  plus  interests  and
costs.  By  agreement  of the  parties,  the  matter  was  submitted  to binding
arbitration  in  accordance  with the  operative  provisions  of the  California
statutes.  On May 11 and 12,  1999,  the  matter  was  heard  by the  designated
arbitrator,  the  Honorable  William F. Lanam  (retired).  As of this date,  the
arbitrator  has  not  rendered  a  decision.  We  do  not  anticipate  that  the
arbitrator's  decision  will have a materially  adverse  effect on our financial
condition or operations.

Item 2. Changes in Securities.

        On February  18,  1999,  the Company  received the proceeds of a private
placement offering (the "Private Placement") of 1,100,000 units (the "Units") of
the  Company's  securities,  with  each  Unit  consisting  of one  share  of the
Company's  Common  Stock  and two  Warrants  each to  purchase  one share of the
Company's  Common  Stock,  one of which is  exercisable  at a price of $1.50 per
share and the second of which is exercisable at a price of $1.75 per share.  The
Warrants have a three-year term. The securities were issued without registration
in reliance on Section 4(2) of the Securities Act of 1933, as amended.

Item 3. Defaults Upon Senior Securities.
        None.

Item 4. Submission of Matters to a Vote of Security-Holders.

        At the Annual Meeting of Stockholders held on April 20, 1999,  6,951,682
of the  7,354,683  shares  eligible to vote at the meeting  were  present at the
meeting. Of the 6,951,682 shares present at the meeting, 4,021,771 were voted in
favor of the Walls Sale and License,  32,400 shares were voted against the Walls
Sale and License and 2,897,611 shares were withheld.

        Of the 6,951,682  shares present at the meeting,  6,946,682  shares were
voted in favor of the election of each of the following  persons to serve on the
Board of  Directors  of the  Company:  Julian  Shaps,  Glen Freeman and Theodore
Listerman. 5,000 shares were voted against the election of each of such nominees
and no shares were  withheld.  Of the 6,951,682  shares  present at the meeting,
6,951,682  shares  were  voted  in  favor of the  election  of each of S.  Peter
Lebowitz and Jack Schultz.  No shares  eligible to vote at the meeting were cast
against the election of these two nominees as directors or were withheld.

        Of the 6,951,682  shares present at the meeting,  6,951,382  shares were
voted in favor of the  ratification  of the  appointment of the firm of Daszkal,
Bolton & Manela, CPAs, as the Company's independent auditors for the fiscal year
ending  December 31, 1999. 300 shares  eligible to vote at the meeting were cast
against the approval of the appointment of Daszkal,  Bolton & Manela,  CPAs, and
no shares were withheld.

        No other business was brought before the Annual Meeting of Stockholders.

Item 5. Other Information.

        None.

                                     - 15 -

<PAGE>

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

(a)     Exhibits:
                                  EXHIBIT TABLE

Exhibit
  No.                  Description
  ---                  -----------

3(a)      Form of Amended Restated Certificate of Incorporation.*
(b)       By-laws.*
5         Opinion of Kramer Levin Naftalis & Frankel LLP.
10(a)     Amended and Restated 1994 Stock Incentive Plan, dated as of February
          11, 1998 (amended June 11, 1998).**
(b)       Loan and Security Agreement, dated December __, 1997, between the
          Company and National Credit Commercial Funding, Inc., a NationsBank
          Company.***
(c)       First Amendment to Loan and Security Agreement dated December __,
          1997.**
(d)       Consent and Second Amendment to Loan and Security Agreement dated
          April 22, 1999.**
(e)       Amended and Restated Employment Agreement, dated January 1, 1998,
          between the Company and S. Peter Lebowitz***
(f)       Warrant to Purchase Common Stock, dated as of April 2, 1997.****
(g)       Promissory Note by the Company to S. Peter Lebowitz, dated December
          23, 1998, for $200,000.**
(h)       Promissory Note by the Company to S. Peter Lebowitz, dated December
          23, 1998, for $250,000.**
(i)       Form of Warrant to Purchase Common Stock, dated May __, 1998, relating
          to Bridge Financing.*****
(j)       Form of Subscription Agreement with respect to the 1999 private
          placement offering through D.L. Cromwell Investments, Inc.******
(k)       Form of Warrant to Purchase Common Stock with respect to the 1999
          private placement offering through Cromwell.******
(l)       Form of Placement Agent's Agreement with respect to the 1999 private
          placement offering through Cromwell.******
(m)       Asset Purchase Agreement, dated February 26, 1999, by and between
          Walls Industries, Inc., Cleburne, Texas and the Company.******
(n)       Agreement Not to Compete, dated February 26, 1999, by and between
          Walls Industries, Inc., Cleburne, Texas and the Company.******
(o)       Agreement Not to Compete, dated February 26, 1999, by and between
          Walls Industries, Inc., Cleburne, Texas and S. Peter Lebowitz.******
23        Consent of Daszkal, Bolton & Manela, CPAs**
27        Financial Data Schedule*******

--------------------------

      *    Previously filed with, and  incorporated  herein by reference to, the
           Registrant's  Registration Statement on Form SB-2 (no. 33-85302),  as
           amended, declared effective on February 8, 1995.

     **    Previously filed with, and  incorporated  herein by reference to, the
           Registrant's  Registration  Statement on Form SB-2,  as filed on July
           15, 1999.

    ***    Previously filed with, and  incorporated  herein by reference to, the
           Registrant's Annual Report on Form 10-KSB for the year ended December
           31, 1997, filed on April 15, 1998.

                                     - 16 -

<PAGE>

   ****    Previously filed with, and  incorporated  herein by reference to, the
           Registrant's Annual Report on Form 10-KSB for the year ended December
           31, 1996, filed on April 15, 1997.

  *****    Previously filed with, and  incorporated  herein by reference to, the
           Registrant's  Quarterly  Report on Form 10- QSB for the three  months
           ended September 30, 1998, filed on November 13, 1998.

 ******    Previously filed with, and  incorporated  herein by reference to, the
           Registrant's Annual Report on Form 10-KSB for the year ended December
           31, 1998, filed on March 29, 1999.

*******    Filed herewith.


        (b)    Reports on Form 8-K

               None.

                                     - 17 -

<PAGE>

                                    SIGNATURE

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                            BIG SMITH BRANDS, INC.


Date: August 16, 1998
                                            /s/ Susan A. Leonhardt
                                            ------------------------------------
                                            By: Susan A. Leonhardt
                                                Director -- Accounting/
                                                Administration and
                                                Authorized Registrant Signer
                                                (Principal Accounting and
                                                Financial Officer)

                                     - 18 -

<PAGE>

                                  EXHIBIT INDEX

Exhibit
  No.                    Description
  ---                    -----------

3(a)      Form of Amended Restated Certificate of Incorporation.*
(b)       By-laws.*
5         Opinion of Kramer Levin Naftalis & Frankel LLP.
10(a)     Amended and Restated 1994 Stock Incentive Plan, dated as of February
          11, 1998 (amended June 11, 1998).**
(b)       Loan and Security Agreement, dated December __, 1997, between the
          Company and National Credit Commercial Funding, Inc., a NationsBank
          Company.***
(c)       First Amendment to Loan and Security Agreement dated December __,
          1997.**
(d)       Consent and Second Amendment to Loan and Security Agreement dated
          April 22, 1999.**
(e)       Amended and Restated Employment Agreement, dated January 1, 1998,
          between the Company and S. Peter Lebowitz***
(f)       Warrant to Purchase Common Stock, dated as of April 2, 1997.****
(g)       Promissory Note by the Company to S. Peter Lebowitz, dated December
          23, 1998, for $200,000.**
(h)       Promissory Note by the Company to S. Peter Lebowitz, dated December
          23, 1998, for $250,000.**
(i)       Form of Warrant to Purchase Common Stock, dated May __, 1998, relating
          to Bridge Financing.*****
(j)       Form of Subscription Agreement with respect to the 1999 private
          placement offering through D.L. Cromwell Investments, Inc.******
(k)       Form of Warrant to Purchase Common Stock with respect to the 1999
          private placement offering through Cromwell.******
(l)       Form of Placement Agent's Agreement with respect to the 1999 private
          placement offering through Cromwell.******
(m)       Asset Purchase Agreement, dated February 26, 1999, by and between
          Walls Industries, Inc., Cleburne, Texas and the Company.******
(n)       Agreement Not to Compete, dated February 26, 1999, by and between
          Walls Industries, Inc., Cleburne, Texas and the Company.******
(o)       Agreement Not to Compete, dated February 26, 1999, by and between
          Walls Industries, Inc., Cleburne, Texas and S. Peter Lebowitz.******
23        Consent of Daszkal, Bolton & Manela, CPAs**
27        Financial Data Schedule*******

                                     - 19 -

<PAGE>

--------------------------

      *    Previously filed with, and  incorporated  herein by reference to, the
           Registrant's  Registration Statement on Form SB-2 (no. 33-85302),  as
           amended, declared effective on February 8, 1995.

     **    Previously filed with, and  incorporated  herein by reference to, the
           Registrant's  Registration  Statement on Form SB-2,  as filed on July
           15, 1999.

    ***    Previously filed with, and  incorporated  herein by reference to, the
           Registrant's Annual Report on Form 10-KSB for the year ended December
           31, 1997, filed on April 15, 1998.

   ****    Previously filed with, and  incorporated  herein by reference to, the
           Registrant's Annual Report on Form 10-KSB for the year ended December
           31, 1996, filed on April 15, 1997.

  *****    Previously filed with, and  incorporated  herein by reference to, the
           Registrant's  Quarterly  Report on Form 10- QSB for the three  months
           ended September 30, 1998, filed on November 13, 1998.

 ******    Previously filed with, and  incorporated  herein by reference to, the
           Registrant's Annual Report on Form 10-KSB for the year ended December
           31, 1998, filed on March 29, 1999.

*******    Filed herewith.

                                     - 20 -