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


                                   (Mark One)
           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended March 31, 2000

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
              For the transition period from _________ to _________
                        Commission file number 000-22653


                      American Risk Management Group, Inc.
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


                                     Florida
--------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)


                                   65-0353816
                        ---------------------------------
                        (IRS Employer Identification No.)


        4700 Ashwood Drive - Suite 300 - Cincinnati, OH 45241
--------------------------------------------------------------------------------
                    (Address of principal executive offices)


                                  513-530-1634
                        ---------------------------------
                           (Issuer's telephone number)


--------------------------------------------------------------------------------
              (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 [ ]

                State the number of shares outstanding of each of
             the issuer's classes of common equity, as of the latest
            practicable date. As of February 29, 2000 the registrant
          had issued and outstanding 6,700,168 shares of common stock.

           Transitional Small Business Disclosure Format (check one);

                                 Yes [ ] No [X]
<PAGE>


PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

              AMERICAN RISK MANAGEMENT GROUP, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 1999
                                   (Unaudited)
<TABLE>
<CAPTION>
                                     ASSETS

<S>                                                                           <C>
Current assets:
     Cash and cash equivalents                                             $   108,782
     Accounts receivable, net of allowance for doubtful accounts               749,914
     Inventories                                                               408,175
     Other current assets                                                       72,864
                                                                           -----------
     Total current assets                                                    1,339,735
Equipment, net of accumulated depreciation                                     945,586
Goodwill, net of accumulated amortization of $541,944                        6,659,989
Deferred debt financing costs                                                  247,644
Other assets                                                                   429,810
                                                                           -----------
              Total                                                        $ 9,622,764
                                                                           ===========

                     LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Note payable to bank under revolving credit facility                  $   235,000
     8% convertible and nonconvertible notes payable                           900,000
     Notes payable to stockholders and former stockholder                    1,078,100
     Current portion of long-term debt                                         140,321
     Accounts payable                                                          383,881
     Other current liabilities                                                 703,433
                                                                           -----------
     Total current liabilities                                               3,440,735
Long-term debt, net of current portion                                          42,839
                                                                           -----------
              Total liabilities                                              3,483,574
                                                                           -----------
Minority interest                                                            1,093,401
                                                                           -----------

Stockholders' equity:
     Preferred stock, $.001 par value; 5,000,000 shares authorized; none
         issued                                                                     --
     Common stock, $.001 par value; 50,000,000 shares authorized;
         6,473,125 shares issued                                                 6,473
     Additional paid-in capital                                              6,594,344
     Accumulated deficit                                                    (1,555,028)
                                                                           -----------
     Total stockholders' equity                                              5,045,789
                                                                           -----------
     Total                                                                 $ 9,622,764
                                                                           ===========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.

                                       1
<PAGE>

                     AMERICAN RISK MANAGEMENT GROUP, INC. AND SUBSIDIARIES
                        CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                          NINE AND THREE MONTHS ENDED MARCH 31, 2000
                                          (Unaudited)


<TABLE>
<CAPTION>
                                                                   Nine Months      Three Months
                                                                     Ended             Ended
                                                                 March 31,2000     March 31, 2000
                                                                 --------------    --------------
<S>                                                              <C>            <C>
Revenues                                                         $    3,170,814    $    1,384,236
Cost of revenues                                                      1,896,131           767,238
                                                                 --------------    --------------
Gross profit                                                          1,274,683           616,998
                                                                 --------------    --------------
Selling, general and administrative expenses                          1,557,133           672,711
Depreciation and amortization                                           440,058           226,424
                                                                 --------------    --------------
        Total                                                         1,997,191           899,135
                                                                 --------------    --------------
Operating loss                                                         (772,508)         (282,137)

Other expense - interest, including amortization of beneficial
    conversion rights of $1,151,431                                   1,221,277           256,510
                                                                 --------------    --------------
Loss before minority interest                                        (1,943,785)         (538,647)
Loss applicable to minority interest                                    388,757           107,729
                                                                 --------------    --------------
Net loss                                                             (1,555,028)         (430,918)
Preferred dividend requirements                                              --                --
                                                                 --------------    --------------
Net loss applicable to common stock                              $   (1,555,028)   $     (430,918)
                                                                 ==============    ==============

Basic net loss per common share                                  $         (.25)   $         (.07)
                                                                 ==============    ==============

Basic weighted average common shares outstanding                      6,316,831         6,473,125
                                                                 ==============    ==============
</TABLE>
See Notes to Condensed Consolidated Financial Statements.

                                       2
<PAGE>


<TABLE>
<CAPTION>
                                  AMERICAN RISK MANAGEMENT GROUP, INC. AND SUBSIDIARIES
                                 CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                             NINE MONTHS ENDED MARCH 31, 2000
                                                       (Unaudited)

                                                           Common Stock         Additional
                                            Members'    --------------------     Paid-in        Accumulated
                                            Equity        Shares     Amount      Capital          Deficit        Total
                                            --------    ---------   --------    ----------      -----------      -----
<S>                                          <C>        <C>         <C>        <C>               <C>             <C>
Balance, July 1, 1999                       $ 100                                                              $     100

Common stock issued in connection with:
     Reverse acquisition                     (100)      6,212,708   $6,213     $6,367,834                      6,373,947

     Compensation of employees
         and payments for other
         services                                         143,750      143        190,169                        190,312

     Shares issued in settlement of
         accrued expenses                                 116,667      117         36,341                         36,458

Net loss                                                                                        (1,555,028)   (1,555,028)
                                            ------      ----------   ------     ----------     -----------     ----------
Balance, March 31, 2000                     $   --      $6,473,125   $6,473     $6,594,344     $(1,555,028)    $5,045,789
                                            ======      ==========   ======     ==========     ===========     ==========

</TABLE>
                                       3

See Notes to Condensed Consolidated Financial Statements.

<PAGE>

                       AMERICAN RISK MANAGEMENT GROUP, INC. AND SUBSIDIARIES
                           CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                  NINE MONTHS ENDED MARCH 31, 2000
                                            (Unaudited)
<TABLE>
<CAPTION>
Operating activities:
     <S>                                                                                   <C>
     Net loss                                                                         $(1,555,028)
     Adjustments to reconcile net loss to net cash provided by operating
         activities:
         Depreciation and amortization                                                    467,107
         Amortization of debt issuance costs                                            1,151,431
         Compensation and other services paid through the issuance of
              common stock                                                                190,312
         Loss attributable to minority interest                                          (388,757)
         Changes in operating assets and liabilities:
              Accounts receivable                                                        (286,715)
              Inventories                                                                  98,831
              Other current assets                                                        123,254
              Other assets                                                                 28,308
              Accounts payable and other current liabilities                              232,642
                                                                                      -----------
         Net cash provided by operating activities                                         61,385

Investing activities - net cash received as a result of reverse acquisition                76,994

Financing activities:
     Capital contribution                                                                     100
     Net payments on long-term debt                                                       (29,697)
                                                                                      -----------


        Net cash used by financing activities                                             (29,597)
                                                                                      -----------

Increase in cash and cash equivalents                                                     108,782

Cash and cash equivalents, beginning of period                                                 --
                                                                                      -----------

Cash and cash equivalents, end of period                                              $   108,782
                                                                                      ===========
Supplemental disclosures of cash flow information:

     Interest paid                                                                    $    27,769
                                                                                      ===========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.

                                       4

<PAGE>


              AMERICAN RISK MANAGEMENT GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1- Business activities and reverse acquisition:
         Business:
American Risk Management Group, Inc. ("American Risk"), a publicly traded
Florida corporation, was formed on August 17, 1992 as a holding company for the
purpose of acquiring other operating businesses, and it has acquired and
disposed of several businesses since it was formed. Prior to the exchange of
shares and business combination in September 1999 further described below,
American Risk's continuing operations were comprised of the manufacturing and
distribution operations of its wholly-owned subsidiary, Industrial Fabrication &
Repair, Inc. ("IFR"). IFR provides machining, welding, specialty design and
fabrication for custom applications to clientele from various industries. IFR is
also an authorized distributor for a variety of component products for other
manufacturers.

PeopleFirst Staffing LLC ("PeopleFirst") was a limited liability company that
was formed in the State of Ohio on October 2, 1998 to function as an
administrative services organization that provides small-to-medium sized
businesses with comprehensive, fully integrated outsourcing solutions to human
resource needs, including payroll management, workers' compensation risk
management, benefits administration, unemployment services and human resource
consulting services. PeopleFirst commenced its administrative services
operations during July 1999.

         Reverse acquisition:
On September 7, 1999, American Risk and PeopleFirst consummated certain
transactions pursuant to a Share Exchange Agreement whereby American Risk, which
had, effectively, 1,212,708 shares of common stock outstanding with a par value
of $.001 per share, issued 5,000,000 shares of common stock in exchange for 100%
of the equity interest in PeopleFirst (the "Exchange").

         As a result of the Exchange, PeopleFirst became a wholly-owned
subsidiary of American Risk and the former members of PeopleFirst became the
owners of approximately 80%, and the stockholders of American Risk prior to the
Exchange became the owners of approximately 20%, of the 6,212,708 shares of
common stock of American Risk outstanding upon the consummation of the Exchange.
Therefore, the Exchange was treated for accounting purposes as a "purchase
business combination" and a "reverse acquisition" effective as of September 1,
1999 in which American Risk was the legal acquirer and PeopleFirst was the
accounting acquirer.

Accordingly, the assets and liabilities of the accounting acquirer, PeopleFirst,
continued to be accounted for at their historical carrying values as of
September 1, 1999. As further explained in Note 3 herein, the fair value of the
1,212,708 shares deemed to have been issued to the stockholders of American Risk
prior to the Exchange was included in the total cost of the acquisition of
American Risk, the acquired company, and the total cost was then allocated to
the fair values of the assets and liabilities of American Risk deemed to have
been acquired or assumed and the excess of the cost over the fair value of the
net assets acquired was allocated to goodwill. The accompanying condensed
consolidated statement of operations for the three and nine months ended March
31, 2000 reflects the results of the operations of PeopleFirst from July 1, 1999
and the results of operations of American Risk from September 1, 1999, the date
of acquisition, through March 31, 2000. Since July 1, 1999 was the effective
date of the commencement of PeopleFirst's operations, financial statements for
periods prior to July 1, 1999 have not been presented.

Note 2 - Unaudited interim financial statements:

         In the opinion of management, the accompanying unaudited condensed
consolidated financial statements reflect all adjustments, consisting of normal
recurring accruals, necessary to present fairly the financial position of
American Risk and its subsidiaries (collectively, the "Company") as of March 31,
2000 and their results of operations, changes in stockholders' equity and cash
flows for the three and nine months ended March 31, 2000. Certain terms used
herein are defined in the audited consolidated financial statements of the
Company as of June 30, 1999 and for the years ended June 30, 1999 and 1998 (the
"Audited Financial Statements") included in the Company's Annual Report on Form
10-KSB (the "Form 10KSB") for the year ended June 30, 1999 that was previously
filed with the United States Securities and Exchange Commission (the "SEC").
Pursuant to rules and regulations of the SEC, certain information and
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
from these consolidated financial statements unless significant changes have
taken place since the end of the most recent fiscal year. Accordingly, these

                                       5
<PAGE>

              AMERICAN RISK MANAGEMENT GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

unaudited condensed consolidated financial statements should be read in
conjunction with the Audited Financial Statements and the other information also
included in the Form 10-KSB.

         The results of the Company's operations for the three and nine month
periods ended March 31, 2000 are not necessarily indicative of the results of
operations for the full year ending June 30, 2000.

Note 3 - Purchase business combination:

         The Company acquired its approximate 80% interest in American Risk
through the Exchange described in Note 1 herein that has been accounted for as a
purchase business combination and a reverse acquisition in which PeopleFirst was
the accounting acquirer and American Risk was the legal acquirer. Accordingly,
the accompanying historical condensed consolidated financial statements include
the results of operations of American Risk and its subsidiaries from September
1, 1999, the effective date of the acquisition, through March 31, 2000. The cost
of the acquisition of American Risk aggregated $6,373,947 and was comprised as
follows:

Deemed issuance of 1,212,708 shares of common
stock with an estimated fair value of $3.75
per share based on the market value of
American Risk's shares at the date of the Exchange                    $4,547,655

Fair value of shares issued to consultants by
American Risk prior to the Exchange for services
related to the Exchange                                                1,811,292

Accrued estimated legal, accounting and other
costs related to the Exchange                                             15,000
                                                                      ----------
                            Total cost to be allocated                $6,373,947
                                                                      ==========

                 Pursuant to the purchase method of accounting, the initial cost
of acquiring American Risk and its subsidiaries, which exceeded the fair value
of the net assets acquired by $6,598,009, was allocated as follows:

                    Cash and cash equivalents                       $     76,994
                    Account receivable                                   463,199
                    Inventories                                          507,006
                    Equipment                                          1,029,360
                    Deferred debt financing costs                      1,399,075
                    Other current and noncurrent assets                  654,236
                    Goodwill                                           7,043,322
                    Notes payable                                    (2,425,957)
                    Minority interest                                (1,482,158)
                    Other current liabilities                          (891,130)
                                                                      ----------
                           Total cost of the acquisition              $6,373,947
                                                                      ==========

         The following unaudited pro forma information shows the results of
operations for the six and three months ended March 31, 2000 and 1999 as though
the acquisition of American Risk and its subsidiaries had been consummated on
July 1, 1998:

                                       6
<PAGE>
              AMERICAN RISK MANAGEMENT GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
<TABLE>
<CAPTION>
Note 3 - Purchase business combination (concluded):

                                                           Nine Months                  Three Months
                                                         Ended March 31,               Ended March 31,
                                                   ----------------------------  --------------------------
                                                      2000            1999            2000           1999
                                                   -----------    -----------    -----------    -----------
<S>                                                <C>            <C>            <C>            <C>
Revenues                                           $ 3,883,757    $ 2,973,253    $ 1,384,236    $ 1,053,639
Cost of revenues                                     2,355,308      1,863,396        767,238        718,619
                                                   -----------    -----------    -----------    -----------
Gross profit                                         1,528,449      1,109,857        616,998        335,020
                                                   -----------    -----------    -----------    -----------

Other expenses                                       4,222,563      3,336,461      1,155,645        943,302

                                                   -----------    -----------    -----------    -----------
Loss before minority interest                       (2,694,114)    (2,226,604)      (538,647)      (608,282)
Loss applicable to minority interest                   538,823        445,321        107,729        121,656
                                                   -----------    -----------    -----------    -----------
Net Loss                                            (2,155,291)    (1,781,283)      (430,918)      (486,626)

Preferred dividends                                     89,000         19,250
                                                   -----------    -----------    -----------    -----------
Net loss and net loss applicable to common stock   $(2,155,291)   $(1,692,283)   $  (430,918)   $  (467,376)


Basic loss from operations per common share        $      (.34)   $      (.26)   $      (.07)   $      (.07)
Weighted average common shares outstanding           6,316,831      6,500,771      6,473,125      6,453,049
</TABLE>

         In addition to combining the historical results of operations of the
Company and American Risk and its subsidiaries for each period, the unaudited
pro forma results of operations include adjustments primarily to reflect for the
entire period (i) the amortization of the goodwill recorded in connection with
the acquisition of American Risk based on an estimated useful life of ten years
and (ii) minority interest. The unaudited pro forma results of operations set
forth above do not purport to represent what the combined results of operations
actually would have been if the acquisition of American Risk and its
subsidiaries had been consummated on July 1, 1998 instead of, effectively,
September 1, 1999 or what the results of operations would be for any future
periods.

Note 4 - Inventories:

         At March 31, 2000, inventories consisted of the following:

                    Raw materials                                $627,337
                    Finished goods                                201,670
                                                                 --------

                                                                  829,007
                    Noncurrent inventories                        420,832
                                                                 --------

                        Total                                    $408,175
                                                                 ========

         Noncurrent inventories, which are included in other assets, consisted
of finished goods and other supplies not expected to be utilized by the Company
during the twelve months ending March 31, 2001.

                                       7
<PAGE>

              AMERICAN RISK MANAGEMENT GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 5 - Equipment:
<TABLE>
<CAPTION>
               At March 31, 2000, equipment consisted of the following:

<S>                                                                            <C>
                    Machinery                                               $   921,801
                    Automobiles and trucks                                       66,869
                    Other                                                        40,690
                                                                            -----------
                            Total                                             1,029,360
                    Less accumulated depreciation and amortization               83,774
                                                                            -----------
                            Total                                           $   945,586
                                                                            ===========
</TABLE>
Depreciation and amortization expense was $32,770 and $99,192 for the three and
nine months ended March 31, 2000.

Note 6-8% convertible and nonconvertible notes payable:

         The 8% convertible notes and the 8% nonconvertible notes payable
(collectively, the "8% Notes") had an aggregate carrying value of $900,000 at
March 31, 2000, of which $819,000 and $81,000 was attributable to the
convertible and nonconvertible notes, respectively. The 8% Notes are due on
demand commencing on the earlier of February 15, 2000 or the date as of which
the Company has received aggregate proceeds of $1,000,000 from the exercise of
warrants sold through private placement of units by American Risk in March 1999
(see Note 15 to the Audited Financial Statements in the Form 10-KSB).
Convertible notes in the principal amount of $273,000 and $546,000 can be
converted into shares of common stock at $.91 per share and $1.36 per share,
respectively, and, accordingly, a total of 701,471 shares of common stock were
reserved for possible future issuance upon conversion. However, conversion at
any time through March 31, 2000 is subject to the consent of the investment
banking firm that was the placement agent for the private sale of the units.

         The 8% Notes were issued by American Risk on March 10, 1999 as part of
the consideration for the redemption of shares of preferred stock (see Note 15
to the Audited Financial Statements in the Form 10-KSB). The fair value of
American Risk's common stock on that date was $5.25 per share which exceeded the
conversion prices for the convertible notes. Pursuant to interpretations issued
by the staff of the Securities and Exchange Commission, such excess constitutes
a beneficial conversion feature or right for which the value is measured by the
difference between the aggregate conversion price and the fair value of the
common stock into which the securities are convertible, multiplied by the number
of shares into which the securities are convertible. Accordingly, American Risk
initially recorded beneficial conversion rights in connection with the issuance
of the convertible notes with a fair value of approximately $2,864,000, which
equaled the excess of the aggregate proceeds the noteholders would have received
if they had converted the notes and sold the 701,471 shares of common stock for
approximately $3,683,000 based on the fair market value of $5.25 per share on
March 10, 1999 and the aggregate exercise price of approximately $819,000 for
300,000 shares at $.91 per share and 401,471 shares at $1.36 per share.

         In connection with the acquisition of American Risk (see Note 3), the
Company allocated $1,399,075 of the purchase price to beneficial conversion
rights, which was equal to American Risk's historical net unamortized cost as of
September 1, 1999, the effective date of the Exchange. Amortization totaled
$1,151,431 during the period from September 1, 1999 to March 31, 2000. The
unamortized balance of $247,644 comprises the balance of deferred debt financing
costs in the accompanying condensed consolidated balance sheet as of March 31,
2000.

                                       8
<PAGE>

              AMERICAN RISK MANAGEMENT GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 7 - Other short-term and long-term debt:

         For information as to the Company's notes payable to stockholders and
former stockholder, revolving line-of-credit and long-term debt, see Notes 8, 9
and 10 to the Audited Financial Statements in the Form 10-KSB.

Note 8 - Contingencies:

         Litigation:
In the ordinary course of business, the Company is both a plaintiff and
defendant in various legal proceedings. In the opinion of management, the
resolution of these proceedings will not have a material adverse effect on the
consolidated financial position or results of operations of the Company in
subsequent years.

         Concentrations of credit risk and major customers:
Financial instruments that potentially subject the Company to concentrations of
credit risk consist principally of cash and trade accounts receivable. The
Company maintains its cash balances with major financial institutions that have
high credit ratings. At times, such balances may exceed Federally insured
limits.

         The Company generally extends credit to its customers, substantially
all of whom are located in the central United States. Management of the Company
closely monitors the extension of credit to customers while maintaining
allowances for potential credit losses. During the nine months ended March 31,
2000, no customer accounted for more than 10% of the Company's revenues.
Generally, the Company does not have a significant receivable from any single
customer and, accordingly, management does not believe that the Company was
exposed to any significant credit risk at March 31, 2000.

Note 9 - Income taxes:

         As of March 31, 2000, the Company had net operating loss carryforwards
of approximately $18,000,000 arising primarily from the operations of American
Risk prior to the Exchange, which are available to reduce future Federal taxable
income and will expire at various dates through 2019. The Company had no other
material temporary differences as of that date. Due to the uncertainties related
to, among other things, the changes in the ownership of the Company, which could
subject those loss carryforwards to substantial annual limitations, and the
extent and timing of its future taxable income, the Company offset the deferred
tax assets attributable to the potential benefits of approximately $7,200,000
from the utilization of those net operating loss carryforwards by an equivalent
valuation allowance as of March 31, 2000.

         The Company had also offset the potential benefits of approximately
$7,000,000 from net operating loss carryforwards by equivalent valuation
allowances as of September 1, 1999, the effective date of the Exchange. As a
result of the increases in the valuation allowance of $200,000 during the period
from September 1, 1999 to March 31, 2000, no credit for income taxes are
included in the accompanying condensed consolidated statements of operations for
the nine months ended March 31, 2000.

Note 10 - Earnings (loss) per share:

         The Company presents "basic" earnings (loss) per common share and, if
applicable, "diluted" earnings per common share pursuant to the provisions of
Statement of Financial Accounting Standards No. 128, Earnings per Share ("SFAS
128"). Basic earnings (loss) per common share is calculated by dividing net
income or loss applicable to common stock by the weighted average number of
common shares outstanding during each period. The calculation of diluted
earnings (loss) per common share is similar to that of basic earnings per common
share, except that the denominator is increased to include the number of
additional common shares that would have been outstanding if all potentially
dilutive common shares, such as those issuable upon the assumed exercise of
stock options and warrants, had been issued during the period.

Note 11 - Stockholders' equity:

         Changes in authorized shares:
On July 30, 1999, the board of directors and a majority of the Company's
stockholders approved an amendment to the Company's articles of incorporation
whereby the number of shares of preferred stock authorized for issuance
increased from 200,000 to 5,000,000 shares, the number of shares of common stock
authorized for issuance increased from 3,125,000 to 50,000,000 shares and the
par value of the common stock was reduced from $.008 to $.001.

                                       9
<PAGE>

              AMERICAN RISK MANAGEMENT GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


         Stock options:
On July 30, 1999, the Company adopted an Employee Stock Option Plan ( the "1999
Plan") which provides for grants of incentive stock options ("ISOs"),
nonqualified stock options ("NSOs") and reload options to the Company's
employees, directors, consultants and advisors for the purchase of up to
1,000,000 shares of the Company's common stock. The option price per share for
ISOs granted under the Plan may not be less than the fair market value of a
share of the Company's common stock on the date of grant, provided that the
exercise price of any ISO granted to an employee owning more than 10% of the
outstanding common shares of the Company may not be less than 110% of the fair
market value of the shares on the date of grant. The option price per share for
NSO's granted under the Plan may not be less than the par value of the Company's
common stock. Options vest and are exercisable over periods determined by the
board of directors provided that no option may be exercisable more than ten
years from the date of grant. The 1999 Plan will terminate on July 30, 2009. As
of March 31, 2000, no options had been granted under the 1999 Plan.

         As further explained in Note 16 to the Audited Financial Statement in
the 10-KSB, there were options to purchase 25,938 shares of common stock
outstanding as of June 30, 1999 that had been granted pursuant to American
Risk's 1997 stock option plan. All of those options were canceled prior to the
date of the Exchange.

Note 12- Segment information:
         The Company is reporting segment sales and gross margins in the same
format reviewed by the Company's management (the "management approach"). The
Company has two reportable segments: "Administrative Services" and
"Manufacturing" as further described in Note 1.

         Revenues, cost of revenues and other related segment information as of
and for the three and nine months ended March 31, 2000 follows:

                                       10
<PAGE>

         Management Discussion and Analysis or Plan of Operations

         The following discussion regarding the Company and its business and
         operations contains "forward-looking statements" within the meaning of
         Private Securities Litigation Reform Act 1995. Such statements consist
         of any statement other than a recitation of historical fact and can be
         identified by the use of forward-looking terminology such as "may,"
         "expect," "anticipate," "estimate" or "continue" or the negative
         thereof or other variations thereon or comparable terminology. The
         reader is cautioned that all forward-looking statements are necessarily
         speculative and there are certain risks and uncertainties that could
         cause actual events or results to differ materially from those referred
         to in such forward looking statements. The Company does not have a
         policy of updating or revising forward-looking statements and thus it
         should not be assumed that silence by management of the Company over
         time means that actual events are bearing out as estimated in such
         forward looking statements.

         Accounting Treatment of Exchange:

         On September 7, 1999, American Risk Management Group, Inc. ("American
         Risk") and PeopleFirst Staffing LLC ("PeopleFirst") consummated certain
         transactions pursuant to a Exchange Agreement ( the "Exchange") whereby
         American Risk, which had effectively 1,212,708 shares of common stock
         outstanding, issued 5,000,000 shares of common stock in exchange for
         100% of the equity interest in PeopleFirst.

         As a result of the Exchange, the former members of PeopleFirst became
         the owners of approximately 80% and the former stockholders of American
         Risk became the owners of approximately 20% of the 6,212,708 shares of
         common stock of American Risk outstanding upon the consummation of the
         Exchange. Therefore, the Exchange was treated effective as of September
         1, 1999 as a " purchase business combination" and a "reverse
         acquisition" for accounting purposes in which American Risk was the
         legal acquirer and PeopleFirst was the accounting acquirer.
         Accordingly, the assets and liabilities of PeopleFirst will be
         accounted for at their historical carrying values and the assets and
         liabilities of American Risk will be valued at their fair values as of
         September 7, 1999 with the excess of PeopleFirst's cost over the fair
         value allocated to goodwill.

         The Condensed Consolidated Statement of Operations includes the
         operations of PeopleFirst prior to September 7, 1999 and American Risk
         together with PeopleFirst subsequent to that date. See Notes 1 and 3 to
         the Consolidated Financial Statements.

         Pro Forma

         The following discussion includes the results of operations for the
         nine and three months ended March 31, 2000 and 1999 as though the
         acquisition had been consummated on July 1, 1998.

         Nine months ended March 31, 2000 vs. nine months ended March 31, 1999

         During the nine months ended March 31, 2000, consolidated revenues
         increased by approximately $910,504 or 31% from approximately
         $2,973,253 for the nine months ended March 31, 1999 to approximately
         $3,883,757 for the nine months ended March 31, 2000. The increase is
         attributable to (1) $371,148 in staffing sales from PeopleFirst
         Holdings (2) increase in fabrication contracts within the manufacturing
         division in December 1999.

         Cost of revenues during the nine months ended March 31, 2000 increased
         by approximately $491,912 or 26% from approximately $1,863,396 for the
         nine months ended March 31, 1999 to approximately $2,355,308 for the
         nine months ended March 31, 2000. The primary reason for the increase
         is due to the increase in revenues for the nine months ended March 31,
         2000 compared to March 31, 1999.

         Gross profit margin during the nine months ended March 31, 2000
         increased to approximately 39% or 2% from approximately 37% for the
         nine months ended March 31, 1999. The primarily reason for the increase
         in the gross profit margin is an increase in revenues generated by
         PeopleFirst Holdings which has larger gross profit margin than those of
         the manufacturing division.

         The Company's other expenses increased by approximately by $886,102 or
         27% from approximately $3,336,461 for the nine months ended March 31,
         1999 to approximately $4,222,563 for the nine months ended March 31,
         2000. Approximately $1,341,743 of this increase was a result of the

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         following non-cash charges which were incurred during the nine months
         ended March 31, 2000 (1) $1,151,431 relating to the amortization of
         debt issue costs and (2) approximately $190,312 of common stock issued
         for services. During the nine months ended March 31, 1999, the Company
         had non-cash charges totaling $1,424,211. The balance of the increase
         is primarily due to an increase in professional and consulting fees
         necessitated by the Company's change in corporate direction.

         As a result of all the above, the Company's net loss, after allocating
         the loss to minority interest, increased by approximately $463,008 from
         approximately $1,692,283 or $(.26) per share for the nine months ended
         March 31, 1999 to approximately $2,155,291 or $(.34) per share for the
         nine months ended March 31, 2000.

         Three months ended March 31, 2000 vs. three months ended March 31, 1999

         During the three months ended March 31, 2000, consolidated revenues
         increased by approximately $330,597 or 31% from approximately
         $1,053,639 for the three months ended March 31, 1999 to approximately
         $1,384,236 for the three months ended March 31, 2000. The increase is
         primarily attributable to $233,151 in staffing sales from PeopleFirst
         Holdings.

         Cost of revenues during the three months ended March 31, 2000 increased
         by approximately $48,619 or 7% from approximately $718,619 for the
         three months ended March 31, 1999 to approximately $767,238 for the
         three months ended March 31, 2000. The primary reason for the increase
         is due to the increase in revenues for the three months ended March 31,
         2000 compared to March 31, 1999.

         Gross profit margin during the three months ended March 31, 2000
         increased to approximately 45% or 13% from approximately 32% for the
         three months ended March 31, 1999. The primarily reason for the
         increase in the gross profit margin is due to the increase in staffing
         sales from PeopleFirst Holdings which have larger gross profit margins.

         The Company's other expenses increased by approximately by $212,343 or
         23% from approximately $943,302 for the three months ended March 31,
         1999 to approximately $1,155,645 for the three months ended March 31,
         2000. Approximately $406,369 of the change was a result of the
         following non-cash charges which were incurred during the three months
         ended March 31, 2000 (i) approximately $230,286 relating to the
         amortization of debt issue costs and (2) approximately $176,083
         relating to the amortization of goodwill. After giving effect to the
         non-cash charges during the three months ended March 31, 2000, other
         expenses decreased $194,126 for the same period in the prior year. The
         decrease is primarily the result of costs incurred as a result of the
         acquisition of BSD during the three months ended March 31, 1999.

         As a result of all the above, the Company's net loss, after allocating
         the loss to minority interest, decreased by approximately $36,458 from
         approximately $467,376 or $(.07) per share for the three months ended
         March 31, 1999 to approximately $430,918 or $(.07) per share for the
         three months ended March 31, 2000.

         Historical Information

         These results include the operations of the fabrication business only
         from September 7, 1999 through March 31, 2000.

         Six months ended March 31, 2000

         During the nine months ended March 31, 2000, the Company had revenues
         of $3,170,814, of which $371,148 was from the administrative services
         business and the remainder from the fabrication business. The
         administrative service business became operational on October 1, 1999
         and will continue to grow as new employees are added.

         Selling, general, and administrative expenses were $1,557,133 for the
         nine months ended March 31, 2000, and other expenses were $1,661,335,
         most of which were non-cash charges related to amortization of debt
         issuance costs and amortization of goodwill. The Company had a net loss
         for the nine months ended of $1,555,028 or $(.25) per share.

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<PAGE>

         Three months ended March 31, 2000

         During the three months ended March 31, 2000, the Company had revenues
         of $1,384,236, of which $233,151 was from the administrative services
         business and the remainder from the fabrication business. The
         administrative service business became operational on October 1, 1999
         and will continue to grow as new employees are added.

         Selling, general, and administrative expenses were $672,711 for the
         three months ended March 31, 2000, and other expenses were $482,934,
         most of which were non-cash charges related to amortization of debt
         issuance costs and goodwill. The Company had a net loss for the three
         months ended of $430,918 or $(.07) per share.

         Liquidity and Capital Resources

         At March 31, 2000, the Company had a working capital deficiency of
         approximately $2,101,000. The working capital deficiency is primarily
         due to the excess of current liabilities over assets assumed by
         PeopleFirst in its reverse acquisition of American Risk, which includes
         $1,078,000 of shareholder loans and $900,000 of other loans due in
         fiscal 2000. During the nine months ended March 31, 2000, the Company
         generated $61,385 in cash from operations and acquired $76,994 in cash
         pursuant to the transaction with PeopleFirst. The Company utilized
         $29,697 in cash by paying down long-term debt. It will be necessary for
         the Company to raise additional working capital or to take other action
         to help its working capital situation for the operation of PeopleFirst.
         In October 1999, the Company received a note for $225,000 and issued
         150,000 shares of common stock upon the exercise of 150,000 warrants.
         The note and warrant exercise were cancelled in December 1999. Further,
         the Company believes, but cannot assure, that it will be able to
         generate additional resources through loans, sales or other issuance of
         capital stock to related and/or unrelated parties. In addition, the
         Company cannot provide any assurances that it will be successful in
         generating profitable operations on a sustained basis from PeopleFirst
         or its manufacturing division, however, it believes that it will have
         sufficient resources to fund operations through June 30, 2000. At this
         time the Company is reviewing its options as to whether to sell some or
         all of its operations or to sell the Company.

         In January 1998 American Risk completed a private placement of 5%
         Convertible Preferred Stock, resulting in gross proceeds of $1,250,000.
         The Company filed a proxy statement for a special meeting of
         shareholders at which the conversion terms of additional shares of 5%
         Convertible Preferred Stock would be submitted for approval by the
         Company's shareholders; however, no meeting date was set. In February
         1999, the Company and the holder of the Preferred Stock entered into an
         agreement pursuant to which the Preferred Stock was exchanged in March
         1999 for (i) $600,000 in cash, (ii) convertible notes aggregating
         $819,000 with fixed conversion prices (iii) a non convertible note for
         $81,000(iv) 31,250 shares of Common Stock and (v) the cancellation of
         outstanding warrants.

         In March 1999, American Risk completed a private placement of Common
         Stock and warrants to raise additional funds to fund its plan of
         operations for the balance of fiscal 1999 and to pay the
         above-described payment. The Company issued 250,000 shares of Common
         Stock, 1,000,000 Class A Warrants, and 1,000,000 Class B Warrants. The
         Company received gross proceeds of $1,000,000. The funds received from
         the private placement have been utilized.

         On July 2, 1999, American Risk completed the transaction in which it
         sold its real property in Knoxville, Tennessee for $450,000 plus
         certain other liabilities. The proceeds from the sale were utilized to
         satisfy the debt on the property as well as other outstanding
         obligations of the Company.

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         PART II - OTHER INFORMATION

         Item 1.     Legal Proceedings.

                None.

         Item 2.     Changes in Securities.

                None.

         Item 3.     Defaults Upon Senior Securities.

                None.

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

                None

         Item 5.     Other Information.

                None.

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

                     (a)  Exhibits.

                None

                     (b)  Reports on Form 8-K.

                None

                                         SIGNATURES

         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.

                                         American Risk Management Group, Inc.
                                         a Florida corporation

         Date: May 19, 2000              By: /s/ RONALD WILHEIM
                                             -----------------------------------
                                         Ronald Wilheim, Chief Executive Officer

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