<PAGE>

                       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 September 30, 1999

                                       OR

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

           1900 Corporate Blvd., Suite 400 East, Boca Raton, FL 33431
        -----------------------------------------------------------------
                    (Address of principal executive offices)

                                  561-988-2544
        -----------------------------------------------------------------
                           (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 November 12, 1999 the
registrant had issued and outstanding 6,551,458 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
                               SEPTEMBER 30, 1999
                                   (Unaudited)
<TABLE>
<CAPTION>
                                     ASSETS
<S>                                                                         <C>
Current assets:
     Cash and cash equivalents                                               $     101,994
     Accounts receivable, net of allowance for doubtful accounts                   486,656
     Inventories                                                                   498,554
     Other current assets                                                          166,040
                                                                             -------------
              Total current assets                                               1,253,244
Equipment, net of accumulated depreciation                                       1,012,341
Goodwill, net of accumulated amortization of $43,027                             7,000,295
Deferred debt financing costs                                                    1,168,788
Other assets                                                                       509,052
                                                                             -------------
              Total                                                            $10,943,720
                                                                             =============

                     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                                             161,744
     Accounts payable                                                              373,251
     Other current liabilities                                                     569,510
                                                                             -------------
              Total current liabilities                                          3,317,605
Long-term debt, net of current portion                                              51,113
                                                                             -------------
              Total liabilities                                                  3,368,718
                                                                             -------------
Minority interest                                                                1,396,855
                                                                             -------------
Contingencies

Stockholders' equity:
     Preferred stock, $.001 par value; 5,000,000 shares authorized; none
         issued                                                                      -
     Common stock, $.001 par value; 50,000,000 shares authorized;
         6,251,458 shares issued                                                     6,251
     Additional paid-in capital                                                  6,513,108
     Accumulated deficit                                                          (341,212)
                                                                             -------------
              Total stockholders' equity                                         6,178,147
                                                                             -------------
              Total                                                          $  10,943,720
                                                                             =============
</TABLE>
See Notes to Condensed Consolidated Financial Statements.



<PAGE>

              AMERICAN RISK MANAGEMENT GROUP, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                      THREE MONTHS ENDED SEPTEMBER 30, 1999
                                   (Unaudited)
<TABLE>
<CAPTION>



<S>                                                                         <C>
Revenues                                                                         $ 381,472
Cost of revenues                                                                   229,589
                                                                                 ---------
Gross profit                                                                       151,883
                                                                                 ---------
Selling, general and administrative expenses                                       273,106
Depreciation and amortization                                                       60,046
                                                                                 ---------
        Total                                                                      333,152
                                                                                 ---------
Operating loss                                                                    (181,269)

Other expense - interest, including amortization of beneficial
    conversion rights of $230,286                                                  245,246
                                                                                 ---------
Loss before minority interest                                                     (426,515)
Loss applicable to minority interest                                                85,303
                                                                                 ---------
Net loss                                                                          (341,212)
Preferred dividend requirements                                                       -
                                                                                 ---------
Net loss applicable to common stock                                              $(341,212)
                                                                                ==========

Basic net loss per common share                                                      $(.06)
                                                                                     =====

Basic weighted average common shares outstanding                                 5,417,153
                                                                                ==========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

<PAGE>

              AMERICAN RISK MANAGEMENT GROUP, INC. AND SUBSIDIARIES

            CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                      THREE MONTHS ENDED SEPTEMBER 30,1999
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                           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                                           38,750       38        145,274                        145,312

Net loss                                                                                         $(341,212)      (341,212)
                                             ----        ---------   ------     ----------       ---------     ----------

Balance, September 30, 1999                  $  -        6,251,458   $6,251     $6,513,108       $(341,212)    $6,178,147
                                             ====        =========   ======     ==========       =========     ==========
</TABLE>



See Notes to Condensed Consolidated Financial Statements.






<PAGE>


              AMERICAN RISK MANAGEMENT GROUP, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                      THREE MONTHS ENDED SEPTEMBER 30, 1999
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                                                             <C>
Operating activities:
     Net loss                                                                  $(341,212)
     Adjustments to reconcile net loss to net cash provided by operating
         activities:
         Depreciation and amortization                                            60,046
         Amortization of debt issuance costs                                     230,287
         Compensation and other services paid through the issuance of
              common stock                                                       145,312
         Loss attributable to minority interest                                  (85,303)
         Changes in operating assets and liabilities:
              Accounts receivable                                                (23,457)
              Inventories                                                          8,452
              Other current assets                                                30,078
              Other assets                                                       (50,934)
              Accounts payable and other current liabilities                      51,631
                                                                               ---------
                  Net cash provided by operating activities                       24,900

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

Financing activities - capital contribution                                          100
                                                                               ---------

Increase in cash and cash equivalents                                            101,994

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

Cash and cash equivalents, end of period                                       $ 101,994
                                                                               =========
Supplemental disclosures of cash flow information:
     Interest paid                                                             $  14,961
                                                                               =========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.


<PAGE>


              AMERICAN RISK MANAGEMENT GROUP, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



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.


<PAGE>


              AMERICAN RISK MANAGEMENT GROUP, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note 1- Business activities and reverse acquisition (concluded):
               Reverse acquisition (concluded):
                  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 months ended September 30, 1999
                  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
                  September 30, 1999. 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 September 30,
               1999 and their results of operations, changes in stockholders'
               equity and cash flows for the three months ended September 30,
               1999. 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 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 months
               ended September 30, 1999 are not necessarily indicative of the
               results of operations for the full year ending June 30, 2000.





<PAGE>


              AMERICAN RISK MANAGEMENT GROUP, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)



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 September 30, 1999. 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
                                                                     ==========

<PAGE>


              AMERICAN RISK MANAGEMENT GROUP, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 3 - Purchase business combination (concluded):
               The following unaudited pro forma information shows the results
               of operations for the three months ended September 30, 1999 and
               1998 as though the acquisition of American Risk and its
               subsidiaries had been consummated on July 1, 1998:
<TABLE>
<CAPTION>
                                                                                       Three Months Ended
                                                                                          September 30,
                                                                                    ---------------------------
                                                                                       1999             1998
                                                                                    ----------        ---------
<S>                                                                                 <C>               <C>
                  Revenues                                                          $1,094,415        $ 881,077
                  Cost of revenues                                                     688,766          531,817
                                                                                    ----------        ---------
                  Gross profit                                                         405,649          349,260
                  Other expenses                                                     1,582,493          554,710
                                                                                    ----------        ---------
                  Loss before minority interest                                     (1,176,844)        (205,450)
                  Loss applicable to minority interest                                 235,368           41,090
                                                                                    ----------        ---------
                  Net loss and net loss applicable to common stock                 $  (941,476)       $(164,360)
                                                                                   ===========        =========
                  Basic loss from operations per common share                            $(.15)           $(.03)
                                                                                         =====            =====

                  Weighted average common shares outstanding                         6,225,625        6,212,708
                                                                                     =========        =========
</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 September 30, 1999, inventories consisted of the following:

                  Raw materials                                        $657,973
                  Finished goods                                        341,033
                                                                       --------
                                                                        999,006
                  Noncurrent inventories                                500,452
                                                                       --------
                     Total                                             $498,554
                                                                       ========

               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 September
               30, 2000.


<PAGE>

              AMERICAN RISK MANAGEMENT GROUP, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 5 - Equipment:
               At September 30, 1999, equipment consisted of the following:

                  Machinery                                          $  921,801
                  Automobiles and trucks                                 66,869
                  Other                                                  40,690
                                                                     ----------
                         Total                                        1,029,360
                  Less accumulated depreciation and amortization         17,019
                                                                     ----------
                         Total                                       $1,012,341
                                                                     ==========

               Depreciation and amortization expense was $17,019 for the three
               months ended September 30, 1999.


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 September 30, 1999, 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 as of September 30, 1999. 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.

<PAGE>


              AMERICAN RISK MANAGEMENT GROUP, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note 6 - 8% convertible and nonconvertible notes payable (concluded):
               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 $230,287
               during the period from September 1, 1999 to September 30, 1999.
               The unamortized balance of $1,168,788 comprises the balance of
               deferred debt financing costs in the accompanying condensed
               consolidated balance sheet as of September 30, 1999.


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 three months ended
                  September 30, 1999, 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 September 30, 1999.


<PAGE>

              AMERICAN RISK MANAGEMENT GROUP, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)



Note 9 - Income taxes:
               As of September 30, 1999, 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
               September 30, 1999.

               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 September 30, 1999, no credit for income
               taxes are included in the accompanying condensed consolidated
               statements of operations for the three months ended September 30,
               1999.


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.



<PAGE>

              AMERICAN RISK MANAGEMENT GROUP, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)



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.

               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 NSOs 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 September 30,
                  1999, 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.


<PAGE>


              AMERICAN RISK MANAGEMENT GROUP, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)



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 nine months ended September 30, 1999 follows:

                    Revenues:
                        Administrative Services                       $  25,000
                        Manufacturing                                   356,472
                                                                      ---------
                           Total                                        381,472
                                                                      ---------
                    Cost of revenues - Manufacturing                    229,589
                                                                      ---------
                    Selling, general and administrative expenses:
                        Manufacturing                                   243,885
                        Corporate                                        29,221
                                                                      ---------
                           Total                                        273,106
                                                                      ---------
                    Depreciation and amortization:
                        Manufacturing                                    59,054
                        Corporate                                           992
                                                                      ---------
                           Total                                         60,046
                                                                      ---------
                    Operating income (loss):
                        Administrative Services                          25,000
                        Manufacturing                                  (176,056)
                        Corporate                                       (30,213)
                                                                      ---------
                           Total                                       (181,269)
                                                                      ---------
                    Other expense - interest:
                        Manufacturing                                     2,960
                        Corporate                                       242,286
                                                                      ---------
                           Total                                        245,246
                                                                      ---------
                    Loss applicable to minority interest                 85,303
                                                                      ---------
                    Net loss                                          $(341,212)
                                                                      =========

                                      * * *


<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.

Three months ended September 30, 1999 as compared to September 30, 1998

Pro Forma

The following discussion includes the results of operations for the three months
ended September 30, 1999 and 1998 as though the acquisition had been consummated
on July 1, 1998.

During the three months ended September 30, 1999, consolidated revenues
increased by approximately $213,000 or 24% from approximately $881,000 for the
three months ended September 30, 1998 to approximately $1,094,000 for the three
months ended September 30, 1999. The primarily reason for the increase is due to
one large fabrication job which was completed by the company's manufacturing
division during the month of September 1999.

Cost of revenues during the three months ended September 30, 1999 increased by
approximately $156,000 or 29% from approximately $532,000 for the three months
ended September 30, 1998 to approximately $688,000 for the three months ended
September 30, 1999. The primary reason for the increase is due to the increase
in revenues for the three months ended September 30, 1999 compared to September
30, 1998.

Gross profit margin during the three months ended September 30, 1999 decreased
to approximately 37% or 2% from approximately 39% for the three months ended
September 30, 1998. The primarily reason for the decrease in the gross profit
margin is due to the larger fabrication jobs which contributed a lower gross
profit margin.


<PAGE>

The Company's other expenses increased by approximately by $1,027,000 or 185%
from approximately $555,000 for the three months ended September 30, 1998 to
approximately $1,582,000 for the three months ended September 30, 1999.
Approximately $835,000 of this increase was a result of the following non-cash
charges which were incurred during the three months ended September 30, 1999 (I)
approximately $690,000 relating to the amortization of debt issue costs and (2)
approximately $145,000 of common stock issued for services. 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 $777,000 from approximately
$164,000 or $(.03) per share for the three months ended September 30, 1998 to
approximately $941,000 or $(.15) per share for the three months ended September
30, 1999.

Historical Information

These results include the operations of the fabrication business only from
September 7, 1999 through September 30, 1999.

During the three months ended September 30, 1999, the Company had revenues of
$381,472, of which $25,000 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 $273,106 for the period, and
other expenses were $245,286, most of which were non-cash charges related to
amortization of debt issuance costs. The Company had a net loss for the period
of $341,212.


Liquidity and Capital Resources

At September 30, 1999, the Company had a working capital deficiency of
approximately $2,064,000. 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. 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. Subsequent to September 30,
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 is expected to be
repaid by 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 or the exercise of
additional warrants. 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 at least September 30,
2000.

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.


<PAGE>

Year 2000

The Company recognized the need to assure that its operations will not be
adversely impacted by Year 2000 (Y2K) software failures. The impact on
operations continues to be evaluated. Management has already assessed the
revisions needed to be made to ensure that the Company will be able to process
information beyond 1999 without disruption. New hardware and software has been
purchased and installed and the Company's accounting programs have been upgraded
and revised to reduce the possibility of Y2K failure. The installation and
testing of the new programs and systems has been completed. The Company has
assessed the Y2K status of its major suppliers to also reduce the likelihood of
Y2K failure. Based on this assessment, Y2K compliance is not anticipated to have
any material adverse effect on the Company's results of operation. The Company
has also determined that a contingency plan in the event that it is unable to
achieve Y2K compliance is unnecessary. The Company does not expect to incur
material costs if such compliance is not achieved. The Company is also subject
to external Y2K related failures or disruptions that might generally affect
industry and commerce Y2K compliance failures and related service interruptions.
All of these could materially effect the Company's results of operations and
financial condition.


PART II - OTHER INFORMATION

Item 1.     Legal Proceedings.

              None.

Item 2.     Changes in Securities.

              During the three months ended September 30, 1999, the Company
              issued an aggregate of 5,157,500 shares of common stock as
              follows: (i) 5,000,000 shares in connection with the completion of
              the transaction with Peoplefirst Staffing LLC, (ii) 118,750 shares
              for the conversion of the balance of the series E preferred shares
              held by Robert Hausman, and (iii) 38,750 shares issued as
              directors compensation and shares earned in employment agreements.

Item 3.     Defaults Upon Senior Securities.

              None.

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

         Pursuant to the written consent of a majority of the Company's
shareholders, the following actions were approved and became effective on
September 7, 1999:

     1. STOCK ISSUANCE AND CHANGE OF CONTROL. An aggregate of 5,000,000 shares
of common stock, $0.01 par value, have been issued in connection with the
acquisition of PeopleFirst Staffing, Ltd. and the associated change of control
of the Company.

     2. AMENDMENT TO CERTIFICATE OF INCORPORATION.The Company has approved an
amendment to the Articles of Incorporation that increased the number of
authorized shares of preferred stock from 250,000 shares to 5,000,000 shares and
the common stock from 3,125,000 shares to 50,000,000 shares common stock and
changed the name to American Risk Management Group, Inc.

     3. ELECTION OF DIRECTORS. Five directors have been elected to the Board of
Directors until the next annual meeting or until their successors have been
qualified;

     4. STOCK OPTION PLAN. The 1999 Stock Option Plan has been approved.

     5. APPOINTMENT OF ACCOUNTANTS. The Company has appointed JH Cohn LLP as its
auditors for the fiscal year ending June 30, 1999.

Item 5.     Other Information.

              None.

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

       (a)   Exhibits.

                    None

       (b) Reports on Form 8-K.

      During the three months ended the Company filed the following Reports on
Form 8-K with the Securities and Exchange Commission:

      1. On September 20, 1999 the Company filed a Report on Form 8-K disclosing
the completion of the transaction with Peoplefirst Staffing LLC., the amendment
to its articles of incorporation authorizing more shares of stock, and its
change of name from Coventry Industries Corp.


<PAGE>


                                   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: November 19, 1999                     By: /s/ Robert Hausman
                                                -------------------
                                                Robert Hausman, President