SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                   FORM 10-K
(Mark One)

      [X]     Annual Report  Pursuant to Section 13 or 15(d) of the  Securities
              Exchange Act of 1934

      For fiscal year ended February 26, 2000 or

      [  ]    Transition report pursuant to Section 13 or 15(d) of the
              Securities Exchange Act of 1934 (no fee required)

      For the transition period from __________ to ____________.

      Commission File Number:  0-24390

                               Trend-Lines, Inc.
                               -----------------
             (Exact Name of Registrant as Specified in Its Charter)

      Massachusetts                                          04-2722797
      -------------                                          ----------
 (State or Other Jurisdiction of                          (I.R.S. Employer
 Incorporation or Organization)                           Identification No.)

 135 American Legion Highway, Revere, Massachusetts           02151
 --------------------------------------------------           -----
     (Address of Principal Executive Offices)               (Zip Code)

                                 (781) 853-0900
                                 --------------
              (Registrant's Telephone Number, Including Area Code)

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

                                      None

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

                      Class A Common Stock, $.01 par value

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___

     Indicate by check mark if disclosure of delinquent  filers pursuant to Rule
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference in Part III of this Form 10-K or any amendment to the
Form 10-K. Yes X No ___

     The aggregate market value of the registrant's  Class A Common Stock,  $.01
par  value,  held by  non-affiliates  of the  registrant  as of May 2,  2000 was
$8,395,884  based on the  closing  price of  $1.44  on that  date on the  Nasdaq
National Market. As of May 2, 2000, 6,010,411 shares of the registrant's Class A
Common Stock,  $.01 par value,  were  outstanding,  and 4,641,082  shares of the
registrant's Class B Common Stock, $.01 par value, were outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

    Portions of the  registrant's  Proxy  Statement  involving  the  election of
directors,  which is expected  to be filed  within 120 days after the end of the
registrant's  fiscal  year,  are  incorporated  by reference in Part III of this
Report.
<PAGE>
                                     PART I

ITEM 1.  BUSINESS

       Except for the historical information contained herein, the discussion in
this Report and any document  incorporated  herein by reference contains certain
forward-looking  statements  that  involve  risks  and  uncertainties,  such  as
statements of the Company's  plans,  strategies,  objectives,  expectations  and
intentions.  The cautionary  statements made in the Management's  Discussion and
Analysis  of  Financial  Condition  and  Results of  Operations  -- Safe  Harbor
Statement under the Private  Securities  Litigation Reform Act of 1995 should be
read as being applicable to all forward-looking statements wherever they appear.
The Company's  actual results could differ  materially  from those  discussed or
incorporated herein.  Factors that could cause or contribute to such differences
include those  discussed in  Management's  Discussion  and Analysis of Financial
Condition and Results of Operations as well as those discussed  elsewhere herein
or the documents incorporated herein by reference.

    Trend-Lines,  Inc. (the "Company") is a specialty retailer of power and hand
tools and accessories,  as well as golf equipment and supplies.  The Company was
formed in 1981,  and in 1983 the Company began mailing its  Trend-Lines  catalog
and opened a Woodworkers  Warehouse outlet store in its distribution center. The
Company  opened  its first  Woodworkers  Warehouse  retail  store in 1986 and at
February 26, 2000,  operated 120 Woodworkers  Warehouse stores. In January 1995,
the Company  further  expanded its tool retail  operations  by acquiring 17 Post
Tool stores and a distribution center for those stores and at February 26, 2000,
operated  28 Post  Tool  stores.  The  Company  purchased  the Golf Day name and
mailing  list in 1989,  mailed its first  Golf Day  catalog in 1990 and opened a
Golf Day outlet store in its  distribution  center in January  1991.  In January
1998, the Company  further  expanded its golf retail  operations by acquiring 13
Nevada Bob's  franchised  stores located in New England,  which were immediately
converted to Golf Day stores. At February 26, 2000, the Company operated 82 Golf
Day  stores.  All of the  Company's  Woodworkers  Warehouse  and Golf Day retail
stores are located in the Northeast,  and Mid-Atlantic regions except for 5 Golf
Day stores located in California.  The Company's 28 Post Tool stores are located
in California except for 2 stores located in Nevada.

    The  Company  was  incorporated  in  Massachusetts  in 1981.  The  principal
executive  offices of the Company are located at 135  American  Legion  Highway,
Revere, Massachusetts 02151, and its telephone number is (781) 853-0900. As used
herein,  the term  Company  refers to  Trend-Lines,  Inc.  and its wholly  owned
subsidiary, Post Tool, Inc.

This Report  contains our trademarks and service marks Golf Day(R),  Woodworkers
Warehouse(R),  Trend-Lines  Woodworking  Tools & Supplies(R),  Golf  Express(R),
Carb-Tech(R), Post Tool(R), Reliant(R), Vulcan(R) and Honors(R). Each trademark,
trade name or service mark of any other company appearing in this Report belongs
to its holder.
<PAGE>
The Woodworking Tool Industry

    According to the  "Woodworking in America"(TM)  survey  sponsored in 1998 by
the American Woodworker Magazine (the "Woodworking  Survey"),  approximately 11%
of the United  States  adult  population,  or nearly 20.5  million  people,  are
involved in woodworking activities,  spending more than $7.8 billion annually on
equipment and accessories  used  specifically  for woodworking  projects.  Major
items in this category include power tools; wood finishes;  hand tools;  blades,
bits and cutters; glue and adhesives; abrasives; sharpening equipment; books and
other  equipment and supplies.  Approximately  43% of the total amount spent, or
$3.3 billion, is spent on power tools.

    Woodworkers range from home workshop  enthusiasts to professionals  involved
in a wide variety of activities,  including home  construction  and  remodeling,
cabinet and  furniture  making and other  woodworking  projects.  More  advanced
woodworkers  participate in activities that require a greater skill level,  such
as cabinet making,  architectural  woodworking,  furniture making,  millwork and
veneering.  According to the Woodworking Survey,  woodworkers have been involved
in  woodworking  an average of  approximately  fifteen  years,  and the  typical
woodworker  spends an average  of more than six hours per week in the  workshop.
Further, as interest and/or skill level increase, factors such as a wide variety
and  selection  of  merchandise  and  availability  of  hard-to-find  items  and
well-known  brand  name  products  become  more  important  to  the  woodworking
customer.

The Golf Industry

    According  to  the   National   Golf   Foundation's   1998  report  on  golf
participation  in the United  States,  the number of Americans  playing golf has
increased 33% to 26.5 million since 1986. The number of golf courses in the U.S.
has  increased  24%, to 16,365  courses over the last 13 years.  In 1998 golfers
spent $2.2 billion on golf clubs alone and $5.0 billion on other  equipment  and
related merchandise. The game's growing popularity among juniors has been fueled
by Tiger Woods and women  currently  represent the fastest growing golf segment.
Major items in this category include clubs,  bags, hand carts,  balls,  training
aids, golf shoes, apparel, accessories and gift items.

Business Strategy )

     The  Company's  business  strategy is  designed  to enhance  the  Company's
position  and to maximize the  Company's  future  growth as a leading  specialty
retailer  of power  and hand  tools and  accessories.  The key  elements  of the
Company's business strategy are as follows:

  o  Selected net expansion of retail store operations.  The Company  intends to
     continue to focus its retail store openings in existing  markets or markets
     in close proximity to those in which it is currently  operating in order to
     take advantage of its  distribution  system.  The Company may also consider
     expansion of its retail store operations through strategic acquisitions.

  o  Complementary store and catalog operations.  The strong name recognition of
     the Company's Trend-Lines and Golf Day catalogs, combined with the customer
     base and market  knowledge that have resulted from its catalog  operations,
     is facilitating  the expansion of the Company's  retail stores.  Management
     uses catalog  information,  among other things,  in  identifying  new store
     markets and determining the appropriate product mix for its retail stores.

  o  Cost-effective  operations.  The Company  consistently strives to lower the
     cost of its  operations.  In operating its tool and golf  businesses in the
     Northeast and Mid-Atlantic  regions,  the Company uses a single facility in
     Revere,  Massachusetts,  with  common  management  and  common or  parallel
     information,  telemarketing and distribution  systems,  in order to achieve
     operating efficiencies.  The Company also has a distribution center located
     in  Hayward,  California,  for its  Post  Tool  operation,  which  has been
     integrated into the Company's management information systems.

  o  Breadth  and depth of product  selection.  The Company  offers  breadth and
     depth of product  selection,  including many  hard-to-find  items, and high
     quality brand name and private label merchandise.

  o  Low prices and matching product/price  guarantee. The Company's competitive
     pricing strategy  features  everyday low prices combined with special sales
     and  promotions,  and a matching  product/price  guarantee on any identical
     product sold by a competitor.

  o  Expert  customer  service.  The Company  provides its customers with expert
     customer service through experienced,  trained personnel who have extensive
     knowledge about the products sold by the Company.

  o  Customer  convenience.  The Company strives to maximize  convenience to its
     retail  store  customers  by providing  ample  parking and fast  in-and-out
     service.

Recent Developments

On June 12 the Company  announced it is planning on divesting itself of its golf
businesses  and  concentrate on its larger and  profitable  tool  business.  The
Company will sell its Golf Day retail  stores,  Golf Day mail order  catalog and
GolfDay.com  web site or license  its Golf Day  retail  stores.  Currently,  the
Company's  plans are not  definitive,  but the Company expects to treat the golf
business as a discontinued operation once plans for divestiture are definitive.

Products and Merchandising

    The Company offers its  woodworking  customers  breadth and depth of product
selection,  including  many  hard-to-find  items,  high  quality  brand name and
private  label  merchandise,  everyday low pricing and a matching  product/price
guarantee,  expert customer service and  convenience,  all of which have enabled
the  Company  to  compete   successfully   against  major  home  centers,   mass
merchandisers and hardware stores.  The Company's  Woodworkers  Warehouse stores
have been  successful  even when  located  near home centers such as Home Depot,
Home Quarters, and Lowes.

    The Company's tool stores and Trend-Lines catalog carry a broad selection of
brand name  products,  including  products  from Black & Decker,  Bosch,  Delta,
DeVilbiss,  DeWalt,  Emglo, Freud,  Hitachi,  Makita,  Milwaukee,  Porter-Cable,
Ryobi, Skil and Stanley Bostitch.  In addition,  the Company sells private label
products under its Reliant, Carb-Tech and Vulcan trademarks. Most brand name and
private label products are generally sold with a one year limited manufacturer's
parts and labor warranty.

    Woodworkers  Warehouse  stores  primarily carry  woodworking  power and hand
tools and accessories.  In addition,  Post Tool stores also carry power and hand
tools and accessories for mechanical  (including  automotive)  work. The Company
selects products based on quality, value,  durability,  historic product demand,
safety and customer  appeal.  The Company  constantly  monitors  its  customers'
product  preferences  through inventory and sales data provided by the Company's
computer system, as well as its catalog operations.

    Woodworkers  Warehouse stores and the Trend-Lines catalog serve a wide range
of woodworking tool customers,  from home workshop enthusiasts to professionals,
involved  in a wide  variety of  activities,  including  home  construction  and
remodeling,  cabinet and furniture making and other  woodworking  projects.  The
Company's   Woodworkers   Warehouse  and  Trend-Lines  customers  are  generally
experienced  in  woodworking  and  carpentry  and desire high quality brand name
tools. Post Tool customers buy tools for woodworking,  carpentry, remodeling and
general mechanical work, including  automotive.  Woodworkers  Warehouse and Post
Tool stores also  attract  professionals  who are buying  tools for use in their
trade. The Company's stores offer professional tools, knowledgeable sales people
and fast in-and-out  service.  The Company's  Woodworkers  Warehouse stores also
offer tool repair, which is done by an outside service company.

    The  Company's  Golf Day retail  stores and mail order  catalog sell a broad
selection of golf  equipment and supplies,  including  clubs,  club  components,
bags, balls, golf shoes,  apparel,  hand carts,  training aids,  accessories and
gift items.  The Company  carries  leading brand name golf  products,  including
products from Adams, Adidas, Callaway,  Cleveland,  Cobra, Foot-Joy,  MacGregor,
Nike,  Orlimar,  Spalding,  Taylor Made,  Titleist,  Tommy Armour and Wilson. In
addition,  the Company  sells private  label golf  merchandise  under its Honors
trademark.  The Company  selects golf products  using similar  criteria as those
applied in the selection of tools and accessories.

Retail Operations

    The Company  designs its retail stores to be destination  stores and strives
to maximize  convenience  to its  customers by providing  ample parking and fast
in-and-out  service.  The Company's stores are generally located either in strip
malls or in free-standing buildings.

    The Company's tool stores generally range from 4,500 to 5,500 square feet of
retail space and carry  approximately  5,000 stock  keeping  units  (SKUs).  The
Company's golf stores  generally range from 4,000 to 5,000 square feet of retail
space and carry  approximately 3,500 SKUs.  Generally,  the Company's stores are
open six days and two nights per week, except for certain holidays.

    At February 26, 2000, the Company operated 120 Woodworkers Warehouse stores,
28 Post Tool stores and 82 Golf Day stores. Of the Woodworkers Warehouse stores,
32 were located in New York, 24 in Pennsylvania, 18 in Massachusetts,  14 in New
Jersey, 11 in New Hampshire,  8 in Connecticut,  7 in Maine, 3 in Delaware, 2 in
Rhode  Island,  and 1 in  Vermont.  Of the Post Tool  stores,  26 are located in
California  and 2 in  Nevada.  Of the 82 Golf  Day  stores,  19 are  located  in
Massachusetts,  17 in  New  York,  12 in  New  Jersey,  8 in  Connecticut,  6 in
Pennsylvania,  6 in New Hampshire,  5 in California,  4 in Maine, 3 in Delaware,
and 2 in Rhode Island.

    The Company's Woodworkers Warehouse and Golf Day retail store operations are
currently divided into regional districts, with each district containing from 17
to 23  stores.  The  Company  evaluates  the  performance  of  its  stores  on a
continuous  basis and will close any store which is not adequately  contributing
to the  profitability  of the Company.  During fiscal 1999, the Company closed 3
tool stores as well as 8 golf stores.

    The Company trains its employees to explain and demonstrate to customers the
use and operation of the Company's merchandise and to develop good salesmanship.
All new employees attend the Company's  in-house training  program,  Trend-Lines
University.  Skills are further enhanced through  on-the-job  training  combined
with the use of  Company-developed  manuals.  Sales  personnel  attend  in-house
training  sessions  conducted  by  experienced   salespeople  or  manufacturer's
representatives  and receive  sales,  product and other  information in periodic
meetings with managers.

Catalog Operations

    The Company  usually  produces four versions of each of the  Trend-Lines and
Golf Day catalogs annually.  The Company mailed approximately 9.7 million copies
of its Trend-Lines catalog and approximately 10.0 million copies of its Golf Day
catalog  during fiscal year 1999 The  Trend-Lines  and Golf Day catalog  mailing
lists total  approximately 1.1 million and 1.0 million  customers  (comprised of
selected  previous  buyers),  respectively,  and are  supplemented  with various
rented  lists.  The  Company's  catalogs  are mailed to  prospective  purchasers
throughout the United States.

    Catalogs are sent to persons on the Company's mailing list, persons who have
made  inquiries,  and persons on lists which the Company rents from or exchanges
with compatible  companies.  The Company continually prospects for new customers
by  testing  new  mailing   lists,   media  and  other   programs  in  order  to
cost-effectively increase the size of the Company's proprietary customer mailing
lists.  The Company  also  strives to generate  more  incremental  revenue  from
existing customers.  Through the use of its management  information systems, the
Company  constantly  monitors the product mix contained in its catalogs in order
to maximize profitability and satisfy its customers' needs.

    A  substantial  majority  of  the  Company's  catalog  orders  and  customer
inquiries are received daily by a  sophisticated  call  management  distribution
system via incoming  toll-free "800" numbers.  This system  distributes calls to
trained customer service  representatives  and provides  detailed call reporting
and analysis.  The Company provides technical assistance to its customers,  on a
toll-call basis. The Company usually ships orders within 48 hours after receipt.
In addition, the Company offers express delivery.

    The Company  designs all of its catalogs  in-house with desk top  publishing
equipment.  The Company's most recently mailed Trend-Lines and Golf Day catalogs
contained 68 and 36 pages, respectively.  The actual catalog printing is done by
outside printers, who also mail the catalogs.

Marketing and Advertising

    The Company  promotes  retail store sales  primarily  through  special store
promotions,  direct mail circulars,  geographically  concentrated  newspaper and
limited  radio  advertising,  as  well as  point-of-sale  materials  posted  and
distributed  in the stores.  The  Company  also makes  extensive  use of special
product promotions and sales,  combination offers, coupons, and other devices to
attract customers to its stores.  The Company promotes catalog sales principally
by catalog  mailings.  Management  tracks  the  results  of all  advertising  to
determine future advertising programs and expenditures.

E-Commerce

     In  fiscal  1999,  the  Company   launched  its   WoodworkersWarehouse.com,
GolfDay.com and Trend-Lines.com  websites.  These websites augment the Company's
other promotional  activities and demonstrate the Company's emerging  e-commerce
capabilities.

Suppliers

    The  power and hand tool and golf  equipment  businesses  both rely on major
vendors with well-known brand names, as well as smaller  specialty  vendors.  In
fiscal 1999, one of the Company's vendors  accounted for  approximately  8.8% of
the  Company's  purchases.  The Company  believes its vendor  relationships  are
satisfactory.

    In fiscal 1999,  approximately  9% of the Company's  tool products and 2% of
the Company's golf products were purchased from overseas vendors.  A substantial
portion of the tool and golf products sold under the  Company's  private  labels
are purchased  from  overseas  vendors.  The majority of the Company's  overseas
purchases are from Taiwan and, to a lesser extent,  Korea, China,  England, Hong
Kong,  Sweden,  Japan and  Germany.  This portion of the  Company's  business is
subject to the risks  generally  associated  with  conducting  business  abroad,
including  adverse  fluctuations in currency rates,  changes in import duties or
quotas, the imposition of taxes or other charges on imports,  and disruptions or
delays in shipment or  transportation.  To date,  these  factors  have not had a
material adverse impact on the Company's operations.

Distribution

    The  Company  leases a 286,000  square foot  distribution  center in Revere,
Massachusetts,  just outside of Boston.  The facility  also houses the Company's
corporate offices and customer service operation. The distribution center serves
the  Woodworkers  Warehouse and Golf Day retail stores and the  woodworking  and
golf catalogs.  The Company  leases a 51,000 square foot  warehouse  facility in
Chelsea,  Massachusetts,  which is used for additional storage and processing of
product  returns.  In  addition,   the  Company  leases  a  48,000  square  foot
distribution center in Hayward, California for its Post Tool stores.

    The geographic concentration of its stores facilitates the Company's ability
to make  deliveries to stores on a frequent basis,  provide it with  significant
labor and freight  savings,  and enable it to restock  its  stores'  inventories
promptly and efficiently from its distribution centers.

Management Information Systems

    The Company has invested significant resources in its management information
systems,   which  are  located  at  its   corporate   headquarters   in  Revere,
Massachusetts  and  have  been  integrated  with  its Post  Tool  operations  in
California.  These systems,  which consist of a full range of retail,  financial
and merchandising  systems,  include inventory  distribution and control,  order
fulfillment and inventory replenishment,  staffing, sales and marketing analyses
and financial and merchandise  reporting.  The Company's in-store  point-of-sale
computer system provides operational data to management on a daily basis that is
used to track sales and forecast inventory requirements. The Company's inventory
control  systems provide for automated  replenishment  of merchandise to each of
the Company's stores.  The warehouse picking for the weekly store  replenishment
considers store sales through the close of business of the previous day.

    The  Company  has  systems  that  support  the  entire  catalog  cycle  from
purchasing merchandise and planning the catalogs,  through merchandise sales and
delivery  to the  customers'  homes.  The  Company  manages a  catalog  customer
database  which  contains a list of  approximately  3.1 million  customers.  The
catalog  customer  database enables the Company to focus its catalog mailings on
customers  most  likely to  purchase,  analyzes  merchandise  trends  and buying
patterns, and tracks the effectiveness of customer promotional merchandising.

Competition

    The Company's tool and golf  businesses are highly  competitive  and compete
with a number of other  retailers,  mail order catalogs,  internet  websites and
magazine  advertisers.  Retail store  competitors  of the Company's  tool stores
include  home  centers,  lumber  yards,  hardware  stores,  mass  merchandisers,
independent tool stores,  industrial dealers and other specialty stores.  Retail
store  competitors of the Company's  golf stores include  sporting goods stores,
mass merchandisers, pro shops and other golf specialty stores.

    The Company competes on the basis of price,  selection and service.  Much of
the  Company's  business is  dependent  upon  competitive  pricing.  Many of the
Company's  competitors are  substantially  larger and have greater financial and
other  resources  than the  Company.  The  entrance  of new  competitors  or the
expansion of operations by existing  competitors  in the Company's  market areas
could have a material adverse effect on the Company's results of operations.

Registered Trademarks and Service Marks

     Golf  Day(R),   Woodworkers   Warehouse(R),   Trend-Lines(R),   Trend-Lines
Woodworking Tools & Supplies(R),  Golf Express(R),  Carb-Tech(R),  Post Tool(R),
Reliant(TM),  Vulcan(R)  and  Honors(R)  are  trademarks or service marks of the
Company.  The Company intends to continue to register,  when deemed appropriate,
trademarks  and service marks.  The Company may also register trade names,  when
deemed appropriate.

Regulatory Matters

     The Company's  catalog  business is subject to the  Merchandise  Mail Order
Rule and related regulations promulgated by the Federal Trade Commission,  which
prohibit unfair methods of competition and unfair or deceptive acts or practices
in  connection  with  mail  order  sales  and  require  sellers  of  mail  order
merchandise  to conform to certain  rules of conduct  with  respect to  shipping
dates and shipping delays. Management believes that the Company is in compliance
with such regulations.

Employees

     The Company relies on many part time,  flex time and seasonal  employees to
meet its needs.  At February 26, 2000, the Company  employed  1,606 persons,  of
whom 971 were  fulltime  and 635 were  part  time.  The  Company  considers  its
employee relations to be satisfactory.

Executive Officers

    Name                Age                    Position
    ----                ---                    --------
Stanley D. Black         63        Chairman of the Board of Directors and
                                   Chief Executive Officer

Richard Griner           56        President, Chief Operating Officer and
                                   Director

Ronald L. Franklin       54        Executive Vice President, CFO, and Director

Gerald Roth              59        Executive Vice President, Retail

Walter S. Spokowski      43        Executive Vice President, Merchandising and
                                   Director

Kathleen Harris          41        Vice President, Human Resources

Liz McGowan              35        Vice President, Advertising

John A. McGregor         51        Vice President, Golf Day Merchandising

Jayne Pendergast         44        Vice President, Information Systems

Norman W. Zagorsky       62        Vice President, Purchasing

    Stanley D.  Black,  founder of the  Company,  has served as Chief  Executive
Officer  and  Chairman  of the  Board of  Directors  of the  Company  since  its
organization in 1981.

    Richard Griner joined Trend-Lines as President,  Chief Operating Officer and
Director in October  1996.  From June,  1986 to January,  1995,  Mr.  Griner was
senior vice president of operations for Family Dollar Stores.

    Ronald L. Franklin has been an Executive Vice President and Chief  Financial
Officer  since April 2000,  a Director  of the Company  since May 1994,  and has
served as Treasurer  since April 1994, and Vice  President,  Finance since March
1987.

    Gerald Roth joined  Trend-Lines  as  Executive  Vice  President of Retail in
January 2000. He has managed  Department,  Discount,  and Specialty Stores. Most
recently,  he was  Executive  Vice  President of World Duty Free  Americas,  the
Airport Division.

    Walter S. Spokowski  joined   Trend-Lines  as  Executive   Vice   President,
Merchandising  in March,  1997 and has served as a Director of the Company since
October  1999.  From 1984 to February,  1997,  Mr.  Spokowski  was with The Home
Depot, Inc., the world's largest home improvement retailer. Mr. Spokowski served
as Divisional  Merchandising  Manager for the Southeast Division from September,
1994 to March, 1997.

    Kathleen  Harris has been Vice  President,  Human  Resources,  since January
1995.  Ms.  Harris  served as Director of Human  Resources of the Company  since
March 1994.  From January 1991 until February 1994, Ms. Harris served as Manager
of Human Resources of the Company.

    Liz  McGowan has been Vice  President,  Advertising  since  April 2000.  Ms.
McGowan joined  Trend-Lines in 1997 as Manager of Retail  Advertising.  Prior to
joining Trend-Lines, she was a Marketing Manager for Lechmere.

    John A.  McGregor  has been Vice  President,  Golf Day  Merchandising  since
August 1993.

    Jayne  Pendergast has been Vice President,  Information  Systems since June,
1998. From April, 1997 to May, 1998, Ms.  Pendergast was Director,  Applications
Development for Intrepid Systems.  From 1993 to 1997, she was Director,  Systems
Development for Casual Corner.

    Norman W. Zagorsky has been Vice  President,  Purchasing  since January 1997
and Vice President, Trend-Lines Merchandising from March 1987 to January, 1997.

ITEM 2.  PROPERTIES

    The  Company's   principal   executive  offices  and  its  distribution  and
centralized  telemarketing  operation are currently located in a common facility
in Revere, Massachusetts, where the Company leases an aggregate of approximately
286,000 square feet of space.  This lease expires in November,  2004 and has two
five-year  renewal options.  The Company also leases a distribution  facility in
Hayward,  California with approximately  48,000 square feet of space. This lease
expires on May 31, 2001 and has a seven-year  renewal option.  In addition,  the
Company leases a 51,000 square foot warehouse facility in Chelsea, Massachusetts
from an  affiliate  of Stanley D.  Black,  the  Chairman  of the Board and Chief
Executive  Officer of the Company.  This lease  expires in 2005.  The Company is
using this space for additional storage and processing of product returns.

    At February 26, 2000, the Company operated 230 stores,  all but two of which
were  leased.  The leases  typically  provide for an initial term of five to ten
years,  with renewal  options  permitting the Company to extend the term. In all
cases, the Company pays fixed annual rents. Many of the Company's leases provide
for an increase in annual fixed rental  payments during the lease term and allow
the  Company to  terminate  the lease  before the end of the lease term  without
penalty so long as proper  notice is  provided.  Most  leases  also  require the
Company to pay real  estate  taxes,  maintenance  and repair  costs,  insurance,
utilities and, in shopping center locations,  to make  contributions  toward the
shopping  center's  common area  operating  costs.  At February  26,  2000,  the
Company's store leases, assuming the Company does not exercise its lease renewal
options, were scheduled to expire as follows:

                   Year Lease              Number of Store Leases
                  Terms Expire                    Expiring
                   2000-2002                         91
                   2003-2005                        109
                   2006-2007                         11
                   2008 and later                    10

ITEM 3.  LEGAL PROCEEDINGS

    The Company is not a party to any material pending legal proceedings.

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

    None
<PAGE>
                                     PART II

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

         Market Price

               The Class A Common  Stock is included  in the Nasdaq  National
         Market under the symbol "TRND." Prior to June 23, 1994, there was no
         public market for the Class A Common Stock. The following table sets
         forth the high and low sales prices for the Class A Common Stock for
         the periods indicated as reported by the Nasdaq National Market.

                                                        High            Low
          Fiscal Year Ended February 26, 2000
                First Quarter                           $3.06          $1.88
                Second Quarter                          $3.06          $1.88
                Third Quarter                           $2.41          $1.44
                Fourth Quarter                          $2.25          $1.28

          Fiscal Year Ended February 27, 1999
                First Quarter                           $9.13          $4.81
                Second Quarter                          $5.88          $2.38
                Third Quarter                           $3.13          $1.25
                Fourth Quarter                          $5.00          $1.75

          Fiscal Year Ended February 28, 1998
                First Quarter                           $7.44          $5.00
                Second Quarter                          $7.75          $6.00
                Third Quarter                           $8.50          $6.38
                Fourth Quarter                          $7.63          $6.13

     At May 2, 2000,  the last reported  sales price of the Class A Common Stock
on the Nasdaq  National  Market  was $1.44 per share.  At May 2, 2000 there were
approximately 3,600 stockholders of record of the Class A Common Stock.

Dividends

      The  Company  does not  anticipate  declaring  any cash  dividends  in the
foreseeable  future.  It is the  current  policy of the  Company  to retain  any
earnings to finance the operations and expansion of the Company's business.
<PAGE>
ITEM 6.  SELECTED FINANCIAL DATA

      The following table sets forth certain financial data with respect to the
Company for each of the last five fiscal years.
<TABLE>
<CAPTION>
                                                                                  Fiscal Years Ended
                                                                                  ------------------
                                                                        (In thousands, except per share data)

                                                  February 26,      February 27,     February 28,         March 1,       March 2,
                                                      2000              1999             1998               1997         1996 (1)
                                                      ----              ----             ----               ----          --------
<S>                                               <C>               <C>              <C>                  <C>            <C>
Statements of Operations Data:
     Net sales                                     $270,631          $262,550         $231,143             $208,582       $174,795
     Cost of sales                                  187,391           181,577          157,129              139,871        117,447
                                                   --------          --------         --------             --------       --------
     Gross profit                                   $83,240            80,973           74,014               68,711         57,348
     Selling, general and administrative expenses    82,055            86,393           63,483               61,045         59,845
     Restructuring charge                                 -                 -                -                    -          1,397
                                                   --------          --------         --------             --------       --------
     Income (loss) from operations                    1,185            (5,420)          10,531                7,666         (3,894)
     Interest expense, net                            7,185             5,580            3,239                2,355          1,654
                                                   --------          --------         --------             --------       --------
     Income (loss) before provision (benefit)
          for income taxes                           (6,000)          (11,000)           7,292                5,311         (5,548)
     Provision (benefit) for income taxes             1,587            (3,590)           2,844                2,061         (2,229)
                                                   --------          --------         --------             --------       --------
     Net income (loss)                               (7,587)           (7,410)          $4,448               $3,250        ($3,319)
                                                   ========          ========         ========             ========       ========

     Basic net income (loss) per share (2)           ($0.71)           ($0.70)           $0.42                $0.30         ($0.33)
     Diluted net income (loss) per share (2)         ($0.71)           ($0.70)           $0.40                $0.29         ($0.33)
                                                   ========          ========         ========             ========       ========
     Basic weighted average of shares
          outstanding (2)                            10,651            10,648           10,588               10,973         10,163
     Diluted weighted average number of shares
          outstanding (2)                            10,651            10,648           11,122               11,255         10,163
Store Operating Data:
     Net store sales (000's)                       $234,028          $217,031         $171,612             $140,342        $98,515
     Percentage increase (decrease) in
          comparable net store sales (3)               6.7%              1.3%             9.8%                19.6%          (0.3%)
     Number of stores at end of period
          Tool stores                                   148               149              133                  119            111
          Golf stores                                    82                82               71(4)                40             30
Catalog Operating Data:
     Net catalog sales                              $36,603           $45,519          $59,531              $68,240        $76,280


                                                  February 26,      February 27,     February 28,          March 1,      March 2,
                                                     2000              1999             1998                1997         1996 (1)
                                                     ----              ----             ----                ----         --------
Balance Sheet Data:
     Working capital                                 $5,332           $11,712          $21,774              $30,060        $31,406
     Total assets                                   208,863           192,938          155,452              121,054        100,658
     Total debt                                      98,638            81,851           45,760               27,757         21,292
     Stockholders' equity                            32,857            40,442           47,751               43,406         42,288
</TABLE>
(1) The Company changed its fiscal year-end to the Saturday closest to the last
    day of February.  As a result,  the Company's  1995 Fiscal Year, which ended
    on March 2, 1996, is a a 53 week year and includes three extra days compared
    to the prior year.
(2) Adjusted  to reflect a  three-for-two  split of the Class A and Class B
    Common  Stock  paid on  September  1, 1995 and July 17, 1996,  respectively.
    See Note 6 to Notes to Consolidated Financial Statements.
(3) Calculated using net sales of comparable stores opened for at least a
    13 month period.
(4) Reflects the acquisition in January 1998 of 13 golf stores.
<PAGE>
ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

                              Recent Developments

On June 12 the Company  announced it is planning on divesting itself of its golf
businesses  and  concentrate on its larger and  profitable  tool  business.  The
Company will sell its Golf Day retail  stores,  Golf Day mail order  catalog and
GolfDay.com  web site or license  its Golf Day  retail  stores.  Currently,  the
Company's  plans are not  definitive,  but the Company expects to treat the golf
business as a discontinued operation once plans for divestiture are definitive.

                                    General

    In recent years, the Company's net sales have been primarily attributable to
its retail  store  business.  At February  26,  2000,  the Company  operated 148
Woodworkers Warehouse and Post Tool stores and 82 Golf Day stores.

    The following  table presents net sales and gross margin data of the Company
for the periods indicated:

                                             Fiscal Years Ended

                           February 26,           February 27,       February 28
                              2000                   1999               1998
                              ----                   ----               ----
                                   (In thousands, except percentage data)

Net Sales:
    Retail
             Tools          $156,903               $148,444            $133,000
             Golf             77,125                 68,587              38,612

    Catalog
             Tools            21,281                 27,945              34,451
             Golf             15,322                 17,574              25,080
                              ------                 ------              ------

Total                       $270,631               $262,550            $231,143
                            ========               ========            ========

Gross Margin                  30.8%                  30.8%               32.0%
                              ====                   ====                ====

    The Company's  catalog  sales yield higher gross profit  margins than retail
store sales as a result of  differences  in product mix and greater  promotional
pricing in retail  stores.  Therefore,  the Company  anticipates  that its total
gross  profit as a percentage  of net sales will  decrease as retail store sales
become a greater  percentage of the Company's  total sales.  During fiscal 1999,
the  Company's  gross  profit  as a  percentage  of net sales  remained  flat as
compared to fiscal 1998,  primarily as a result of the Company's  changing sales
mix,  offset by an increase in gross  profit  percentage  in both the retail and
catalog business:  retail sales increased to 86.5% of total sales as compared to
82.7% of 1998 total sales.
<PAGE>
                              Results of Operations

    The following table sets forth, for the periods indicated, certain financial
data as a percentage of net sales:

                                                  Fiscal Years Ended
                                  ----------------------------------------------

                                  February 26,     February 27,     February 28,
                                     2000             1999             1998
                                     ----             ----             ----

Net Sales                           100.0%           100.0%           100.0%
Cost of  Sales                       69.2             69.2             68.0
                                  ------------     ------------     ------------
Gross Profit                         30.8             30.8             32.0
Selling, General and
    Administrative Expenses          30.3             32.9             27.4
                                  ------------     ------------     ------------
(Loss) Income From Operations         0.5             (2.1)             4.6
Interest Expense, net                 2.7              2.1              1.4
                                  ------------     ------------     ------------
(Loss) Income Before Income Taxes    (2.2)%           (4.2)%            3.2%
                                  ------------     ------------     ------------

Fiscal 1999 versus Fiscal 1998

      Net sales for fiscal 1999 increased by $8.1 million,  or 3.1%, from $262.5
million  for fiscal  1998 to $270.6  million.  Net retail  sales for fiscal 1999
increased $17.0 million,  or 7.8%, from $217.0 million for fiscal 1998 to $234.0
million.  However,  net catalog sales for fiscal 1999 decreased $8.9 million, or
19.6%,  from $45.5 million for the fiscal 1998 to $36.6 million for fiscal 1999.
The decrease in net catalog sales was  attributable to the Company's  continuing
penetration of retail stores in areas only previously served by its catalog. The
Company plans to continue its practice of not mailing catalogs to areas where it
operates  retail stores.  The revenue growth of retail stores is attributable to
the maturation of the Company's  retail store base. For fiscal 1999,  comparable
net  store  sales  for tool  and  golf  stores,  increased  by 3.9%  and  13.2%,
respectively,  as compared to fiscal 1998.  Comparable  net sales for all stores
increased by 6.7% for fiscal 1999.
<PAGE>
Following is a retail store summary.

                                                  Fiscal Years Ended
                                     -------------------------------------------

                                       February 26,  February 27,   February 28,
                                           2000          1999           1998
                                           ----          ----           ----

Stores operated at the beginning of the
fiscal year
     Tools                                 149           133            119
     Golf                                   82            71             40
                                       -----------------------------------------
            Total                          231           204            159
Stores opened during the fiscal year
     Tools                                   2            22             18
     Golf                                    8            14             33
                                       -----------------------------------------
            Total                           10            36             51
Stores closed during the fiscal year
     Tools                                   3             6              4
     Golf                                    8             3              2
                                       -----------------------------------------
            Total                           11             9              6
Stores operated at the end of the
fiscal year
     Tools                                 148           149            133
     Golf                                   82            82             71
                                       -----------------------------------------
            Total                          230           231            204
                                       =========================================

      Gross profit for fiscal 1999 increased $2.2 million,  or 2.8%,  from $81.0
million for fiscal 1998 to $83.2 million for fiscal 1999. As a percentage of net
sales,  gross profit  remained  constant at 30.8% for both fiscal years 1998 and
1999. This is primarily a result of the Company's  changing sales mix, offset by
an increase in gross profit  percentage in both the retail and catalog business.
Since  the  catalog   business  has  higher  gross  margins  than  retail  store
operations, future gross margins will decrease as catalog sales decrease.

      Selling,  general and  administrative  expenses for fiscal 1999  decreased
$4.3 million,  or 5.0%,  from $86.4 million for fiscal 1998 to $82.1 million for
fiscal 1999. As a percentage of net sales,  selling,  general and administrative
expenses  decreased  2.6% from 32.9% of net sales in fiscal 1998 to 30.3% of net
sales  in  fiscal  1999.   The  dollar   decreases   in  selling,   general  and
administrative expenses are primarily related to the Company's slowing of retail
expansion,  as well as one time expenditures  incurred in fiscal 1998 related to
implementation  of our  warehouse  management  system.  The decrease in selling,
general and  administrative  expenses as a percentage of net sales was primarily
attributable to these same factors, coupled with a modest increase in net sales.

      Interest  expense,  net of interest  income,  for fiscal 1999 increased by
$1.6  million  from $5.6  million in fiscal 1998 to $7.2 million in fiscal 1999.
The increase in interest  expense was attributable to the increase in the amount
outstanding under the Company's bank credit facility.

     The  Company  experienced  a fourth  quarter  loss in fiscal  1999 due to a
number of factors including lower than expected sales,  unusually high inventory
shrink  recognized as a result of year end physical  inventories and higher than
anticipated  advertising  costs. In addition,  the Company  provided a valuation
reserve against previously recognized deferred tax assets due to the uncertainty
of realization.

Fiscal 1998 versus Fiscal 1997

      Net sales for fiscal  1998  increased  by $31.4  million,  or 13.6%,  from
$231.1  million for fiscal 1997 to $262.5  million.  Net retail sales for fiscal
1998 increased $45.4 million,  or 26.5%,  from $171.6 million for fiscal 1997 to
$217.0  million.  However,  net catalog  sales for fiscal 1998  decreased  $14.0
million,  or 23.5%,  from $59.5 million for the fiscal 1997 to $45.5 million for
fiscal 1998. The decrease in net catalog sales was attributable to the Company's
opening of retail stores in areas only previously  served by its catalog as well
as to  distribution  difficulties  experienced  during  the first half of fiscal
1998, which were a result of problems encountered during the implementation of a
warehouse  management  system. The Company plans to continue its practice of not
mailing  catalogs  to areas  where it  operates  retail  stores.  The store base
expanded by 13.2% from 204  locations at the end of fiscal 1997 to 231 locations
at the end of fiscal 1998. For fiscal 1998,  comparable net store sales for tool
and golf stores, increased by .5% and 4.3%, respectively,  as compared to fiscal
1997. Comparable net sales for all stores increased by 1.3% for fiscal 1998.

      Gross profit for fiscal 1998 increased $7.0 million,  or 9.4%,  from $74.0
million for fiscal 1997 to $81.0 million for fiscal 1998. As a percentage of net
sales,  gross profit  decreased  1.2% from 32.0% of net sales for fiscal 1997 to
30.8% for fiscal 1998. The decrease in gross profit as a percentage of net sales
was primarily  due to the Company's  changing  sales mix,  given the  percentage
increase in retail  store  sales.  Since the catalog  business  has higher gross
margins than retail store  operations,  gross  margins will  decrease as catalog
sales decrease.
<PAGE>
      Selling,  general and  administrative  expenses for fiscal 1998  increased
$22.9 million, or 36.1%, from $63.5 million for fiscal 1997 to $86.4 million for
fiscal 1998. As a percentage of net sales,  selling,  general and administrative
expenses  increased  5.4% from 27.4% of net sales in fiscal 1997 to 32.9% of net
sales  in  fiscal  1998.   The  dollar   increases   in  selling,   general  and
administrative expenses are primarily related to the Company's continuing retail
expansion  to 231  locations,  which is a 13%  increase  in the number of stores
operated,  as well as due to distribution  difficulties  experienced  during the
first half of fiscal 1998,  which were a result of problems  encountered  during
the  implementation of a warehouse  management  system. The increase in selling,
general and  administrative  expenses as a percentage of net sales was primarily
attributable to lower than anticipated sales,  coupled with increases in selling
and  administrative  expenses  related to new stores and resolution of warehouse
management implementation issues.

     Interest expense, net of interest income, for fiscal 1998 increased by $2.3
million from $3.2  million in fiscal 1997 to $5.6  million in fiscal  1998.  The
increase in  interest  expense was  attributable  to the  increase in the amount
outstanding under the Company's bank credit facility.

Liquidity and Capital Resources

     The Company realized a small profit from operations  during fiscal 1999 but
a net loss after interest  expenses and taxes.  The Company  incurred  operating
losses during fiscal 1998.  In fiscal 1999,  the Company used funds  provided by
its bank credit  facility and demand  borrowings  from the  Company's  principal
stockholders to meet its cash operating needs including the net loss incurred in
fiscal 1999.  The bank credit  facility  agreement  during fiscal 1999 contained
certain financial covenants,  including, but not limited to, maintaining minimum
levels of tangible net worth and interest  coverage  ratios and  limitations  on
capital  expenditures.  At February 26, 2000,  the Company was not in compliance
with net worth and interest coverage financial  covenants.  However, the Company
has received a waiver and  amendment of  compliance  covenants.  At February 26,
2000, the Company had approximately $97.9 million of borrowings  outstanding and
approximately  $.1  million of letters of credit  outstanding.  The  Company had
approximately  $2.1  million in  available  borrowings  under this  facility  at
February 26, 2000. The bank has a security  interest in substantially all assets
of the Company.

     Pursuant  to an  amendment  and waiver  dated as of June 9, 2000,  the bank
amended the credit facility with respect to the financial  covenants and advance
rates for future periods.

     The commitment  level and expiration date of the credit  facility  remained
unchanged at $100 million and December 31, 2001. The amended  covenants  require
the Company to maintain  modified  interest  coverage  and fixed  charge  ratios
quarterly  through  February 24, 2001 and for the year ended  February 24, 2001.
The Company shall not exceed  inventory  levels of $135 million as of August 26,
2000 and  November  25,  2000 and  $127.5  million as of January  27,  2001.  In
addition,  there will be no net new store openings  allowed and the Company will
retain a financial advisor through February 24, 2001.

     The credit  facility will bear interest at the bank's  reference  rate plus
0.75% or LIBOR plus 2.25%.  The credit  facility allows for borrowing up to $100
million based on a percentage  of inventory  (the  "advance  rate").  Borrowings
include 50% of the amount reserved for outstanding letters of credit.

     The credit  facility also gives the bank warrants for 200,000 shares of the
Company's  class A common  stock,  exercisable  at the lowest  price  during the
60-day period starting June 9, 2000.

     During the fourth  quarter of fiscal 1999,  the Company's  chief  executive
officer/principal   stockholder  and  his  spouse,   who  is  also  a  principal
stockholder of the Company,  made  interest-free,  unsecured demand loans to the
Company in the aggregate amount of $3.0 million.  All these loans were repaid at
February 26, 2000. The Company  expects to obtain  additional  unsecured  demand
loans from either or both of these lenders from time to time which, if made, are
expected to be repayable without interest.

     The  Company   believes  that  projected  cash  flows  from  operations  in
combination  with current  available  resources  are  sufficient to meet working
capital  needs,  such as  store  openings  and  debt  payments.  Achievement  of
projected  cash  flows  from  operations,  however  will be  dependent  upon the
Company's  attainment of sales,  gross profit,  expense and trade support levels
that are consistent with its financial plans. Such operating performance will be
subject to  financial,  economic and other  factors  affecting  the industry and
operations of the Company,  including factors beyond its control,  and there can
be no assurance  that the  Company's  plans will be achieved.  In addition,  the
Company  borrows  funds  from its bank on a variable  rate  basis and  continued
compliance with loan covenants is partially  dependent on relative interest rate
stability. If projected cash flows from operations are not realized, or if there
are  significant  increases  in  interest  rates,  then the  Company may have to
explore various available alternatives, including obtaining further modification
to its existing lending  arrangements or attempting to locate additional sources
of financing.

     In the separate  section of management's  discussion and analysis  entitled
"Recent  Developments,"  the  Company  announced  plans  to  divest  of its golf
businesses. While the Company's plans for divestiture are not yet finalized, the
Company believes that it can successfully  accomplish the Golf Store divestiture
during fiscal 2000,  while at the same time meeting the operating  cash needs of
the continuing woodworking business. However, there can be no assurance that the
divestiture   plan,  once  finalized,   can  be  accomplished   without  further
modifications  to the Company's  financing  arrangements.  Should the Company be
unable to consummate a sale  transaction  on favorable  terms with a buyer,  the
Company  plans to explore  other  alternatives  for  divestiture.  The impact of
various alternatives on the Company's results of operations and cash flows could
vary materially, and the golf business  and the Company's  results of operations
and its ability to meet its operating cash needs could be adversely impacted.

      The  Company's  working  capital  decreased  by $6.4  million,  from $11.7
million as of February 27, 1999 to $5.3  million as of February  26,  2000.  The
decrease  resulted  primarily from an increase in the net  borrowings  under the
Company's  bank credit  facility of $17.7  million,  and  decreases  in accounts
receivable  and prepaid  expense/other  assets of $6.2  million and $1.9 million
respectively,  all of which was partially  offset by a $19.5 million increase in
inventory.

      During   fiscal  1999,   the  cash  used  in  operating   activities   was
approximately $12.6 million. The primary uses of the cash were for a net loss of
$7.6  million  and a $19.5  million  increase in  inventories,  all of which was
offset by a $5.8 million  decrease in prepaid expenses and other current assets,
a $2.9 million  decrease in accounts  receivable,  and $ 5.3 million in non-cash
depreciation and amortization.

      The net cash used in investing  activities was approximately $3.6 million.
The  main  use of the  cash  was for the  purchase  of  equipment  required  for
expansion  of the  Company's  information  systems  capabilities  and Year  2000
compliance.

      The net cash  provided by financing  activities  was  approximately  $16.8
million,  primarily  attributable to the increase in borrowings on the Company's
bank credit facility of $17.7 million.
<PAGE>

YEAR 2000

      Like many other  companies,  the Year 2000 computer issue created risk for
the Company. If, when the date changed from December 31, 1999 to January,  2000,
either information  technology systems or embedded  technology did not correctly
recognize data information, it could have had an adverse impact on the Company's
operations.  Prior to January 1, 2000,  the  Company  updated  its  software  to
accommodate  programming  logic that property  interprets dates in the year 2000
and beyond.  All software is under maintenance  agreements to software companies
that have provided updated  software that properly  recognizes the post January,
2000  dates.  A review of  embedded  technology  used in  equipment  provided by
outside  vendors  with the  manufacturers  of such  equipment  was  completed by
November, 1999.

      Upon the advent of  January 1, 2000,  the  Company  did not  register  any
malfunctions  related  to its own  technology,  distribution  systems  or  other
operations and does not foresee any issues related to embedded technology in the
equipment  provided  by  other  manufacturers.  The  Company  also  inquired  of
important  third party vendors  regarding their Year 2000 readiness and all such
third party vendors appear to be continuing  operations without any interruption
or visible adverse effect.

      Based  on the  Company's  work to date  and its  continuing  uninterrupted
operation  on and after  January  1,  2000,  the  Company  believes  that it was
successful  in ensuring the Year 2000  compliance of all systems and that future
costs  relating  to the Year 2000 issue  will not have a material  impact on the
Company's consolidated financial position results of operations or cash flows.

      Since  the  Company  relies on third  party  suppliers  for many  systems,
products and services including merchandise,  telecommunications and call center
support,  the Company could have been adversely  affected if these suppliers had
not made all necessary changes to their own systems and products  unsuccessfully
and in a timely  manner.  Prior to the new year, the Company made inquiries with
major third party  suppliers  regarding  their Year 2000 compliance and although
there can be no  assurance  that such third  parties have  provided  complete or
accurate  Year 2000  readiness  disclosures  or that  such  third  parties  will
continue  their  uninterrupted  operation,  it appears that no major or critical
systems operated by third parties failed as a result of the date change.

      Management of the Company believes it has an effective program in place to
resolve any remaining Year 2000 issues in a timely manner.  Nevertheless,  since
it is not possible to anticipate all possible future  outcomes,  especially when
third parties are involved,  there could be  circumstances  in which the Company
could be adversely  affected.  For example,  the Company would encounter  future
problems in taking customer orders,  shipping products,  invoicing  customers or
collecting   payments.   The  amount  of  potential   loss  revenue  or  related
consequences as a result of these unlikely contingencies has not been estimated.

      In addressing  contingency  issues, the Company plans to allocate internal
resources and may retain dedicated consultants and vendor  representatives to be
available to take corrective  action.  If necessary,  however,  the Company will
adjust and adopt additional plans if situations arise requiring modifications to
existing contingency plans or new contingency plans, as required.
<PAGE>

Impact of Inflation

      The Company does not believe that  inflation has had a material  impact on
its net sales or results of operations.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

      Statements  included  in this  report  that do not  relate to  present  or
historical conditions are "forward-looking statements" within the meaning of the
Safe Harbor provisions of the Private Securities  Litigation Reform Act of 1995.
Additional oral or written forward-looking statements may be made by the Company
from time to time, and such  statements may be included in documents  other than
this report that are filed with the  Securities  and Exchange  Commission.  Such
forward-looking  statements  involve  risks and  uncertainties  that could cause
results  or  outcomes  to  differ   materially  from  those  expressed  in  such
forward-looking  statements.  Forward-looking  statements  in  this  report  and
elsewhere may include, without limitation,  statements relating to the Company's
plans,  strategies,  objectives,   expectations,   intentions  and  adequacy  of
resources and are intended to be made pursuant to the safe harbor  provisions of
the Private Securities  Litigation Reform Act of 1995. Words such as "believes,"
"forecasts,"  "intends," "possible," "expects,"  "estimates,"  "anticipates," or
"plans"  and  similar  expressions  are  intended  to  identify  forward-looking
statements. Investors are cautioned that such forward-looking statements involve
risks and uncertainties  including,  without limitation,  the following: (i) the
Company's plans, strategies, objectives, expectations and intentions are subject
to  change  at  any  time  at the  discretion  of the  Company;  (ii)  increased
competition,  a change in the retail business in the tool and/or golf sectors or
a change in the  Company's  merchandise  mix;  (iii) a change  in the  Company's
advertising,  pricing  policies or its net product costs after all discounts and
incentives;  (iv) the Company's plans and results of operations will be affected
by the Company's  ability to manage its growth and inventory;  (v) the Company's
continued  compliance  with  the  financial  covenants  under  its  bank  credit
facility,  as the same may be in effect  from time to time;  (vi) the  Company's
ability to achieve  its plans and  strategies  of growth  will be  dependent  on
maintaining   adequate  bank  and  other   financing;   (vii)  other  risks  and
uncertainties  indicated  from time to time in the  Company's  filings  with the
Securities and Exchange Commission.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    The consolidated  Financial Statements and Supplementary Data of the Company
are listed under Part IV, Item 14, in this Report.

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

    There  were no  disagreements  on  accounting  principles  or  practices  or
financial  statement  disclosure  between the Company and its accountants during
the fiscal year ended February 26, 2000.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

    The information required by this Item 10 is hereby incorporated by reference
to the  text  appearing  under  Part I,  Item 1 -  Business  under  the  caption
"Executive  Officers and Other  Significant  Employees"  in this report,  and by
reference to the Company's definitive proxy statement to be filed by the Company
within 120 days after the close of its fiscal year.

ITEM 11. EXECUTIVE COMPENSATION

    The information required by this Item 11 is hereby incorporated by reference
to the Company's  definitive  proxy  statement to be filed by the Company within
120 days after the close of its fiscal year.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The information required by this Item 12 is hereby incorporated by reference
to the Company's  definitive  proxy  statement to be filed by the Company within
120 days after the close of its fiscal year.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      The  information  required  by this  Item  13 is  hereby  incorporated  by
reference to the Company's definitive proxy statement to be filed by the Company
within 120 days after the close of its fiscal year.
<PAGE>
                                     PART IV

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

(A)(1)   CONSOLIDATED FINANCIAL STATEMENTS                                  Page

 Report of Independent Public Accountants.................................. F-2
 Consolidated Balance Sheets as of February 26, 2000 and
     February 27, 1999..................................................... F-3
 Consolidated Statements of Operations for the Fiscal Years Ended
     February 26, 2000, February 27, 1999 and February 28, 1998............ F-4
 Consolidated Statements of Stockholders' Equity for the Fiscal Years
     Ended February 26, 2000, February 27, 1999 and February 28, 1998...... F-5
 Consolidated Statements of Cash Flows for the Fiscal Years Ended
     February 26, 2000, February 27, 1999, and February 28, 1998........... F-6
 Notes to Consolidated Financial Statements................................ F-7

(A)(2)   FINANCIAL STATEMENT SCHEDULES

      Schedule II  -- Valuation and Qualifying Accounts.................... S-1

      Other  schedules are omitted  because of the absence of  conditions  under
which they are  required or because  the  required  information  is given in the
financial statements or notes thereto.

(A)(3)   EXHIBITS

      Exhibit
      Number                                                           Reference
      -------                                                          ---------

     **  3.01    Revised Articles of Organization, as amended.              A

     **  3.02    Restated By-Laws.                                          A

     **  4.01    Specimen Certificate of Class A Common Stock.              A

     **  4.02    Description of Capital Stock (contained in the Form        A
                 of the Registrant's Restated Articles of Organization
                 referenced above).

   *,** 10.01    1993 Amended and Restated Stock Option Plan, as amended.   A

   *,** 10.02    1994 Non-Qualified Stock Option Plan For Non-              A
                 Employee Directors.

   *,** 10.03    Form of Indemnification Agreement for directors            A
                 and officers of Registrant.

     ** 10.07    Agreement of Merger dated as of July 1, 1993               A
                 between Coburn Investments, Inc. and the Registrant.

     ** 10.08    Master Note dated November 20, 1993, payable to            A
                 Coburn Investments, Inc. to the Registrant, with
                 related Loan and Security Agreement.

     ** 10.10    Commercial Lease dated December 3, 1987, as amended        A
                 as of November 1, 1993, between Stanley D. Black
                 Trustee of Mystic Limited Realty Trust and the
                 Registrant.

     ** 10.11    Three Promissory Notes, dated July 1, 1989, payable        A
                 by the Registrant to Stanley D. Black, and related
                 Security Agreement.

     ** 10.12    Warehouse lease dated July 11, 1994 between Syroco,        B
                 Inc. and the Registrant.

     ** 10.13    Loan and Security Agreement dated July 3, 1996             C

     ** 10.14    Purchase and Sale Agreement dated as of December 19,       D
                 1994 between Post Tool, Inc. and the Registrant.

     ** 10.15    Asset Purchase Agreement dated as of December 31,          F
                 1997 between Golf Acquisitions Limited Partnership
                 and the Registrant

     ** 10.16    Amended and Restated Loan and Security                     G
                 Agreement dated February 23, 1999

        10.17    Employment Agreement, dated December 13, 1996,          Filed
                 between Richard H. Griner and the Registrant           herewith

     ** 21.01    Subsidiaries of the Registrant.                            E

        23.01    Consent of Arthur Andersen LLP.                         Filed
                                                                        herewith

        27.00    Financial Data Schedule                     Filed herewith only
                                                             in electronic form
<PAGE>

A     Incorporated by reference to the Company's  registration statement on Form
      S-1  (Registration  No.  33-78772)  and by reference to Exhibit 3.0 to the
      Company's  quarterly  report on Form  10-Q for the  fiscal  quarter  ended
      August 31, 1996.  The number set forth herein is the number of the Exhibit
      in said registration statement.

B     Incorporated by reference to Exhibit 7.1 to the Company's current report
      on Form 8-K dated July 11, 1994.

C     Incorporated  by reference to Exhibit 10.0 to the  Company's  quarterly
      report on Form 10-Q for the fiscal  quarter ended August 31, 1996.

D     Incorporated by reference to Exhibit 1 to the Company's current report on
      Form 8-K dated January 1, 1995.

E     Incorporated by reference to Exhibit 21.01 to the Company's annual report
      on Form 10-K for the fiscal year ended March 2, 1996.

F     Incorporated by reference to Exhibit 10.15 to the Company's annual report
      on Form 10-K for the fiscal year ended February 28, 1998.

G     Incorporated by reference to Exhibit 10.16 to the Company's annual report
      on Form 10-K for fiscal year ended February 27, 1999.

*     Management contract or compensatory plan or arrangement.

**    In accordance with Rule 12b-32 under the Securities  Exchange Act of 1934,
      as amended,  reference is made to the documents  previously filed with the
      Securities   and  Exchange   Commission,   which   documents   are  hereby
      incorporated by reference.

(B)   REPORTS ON FORM 8-K
      None
<PAGE>
                                   SIGNATURES

    Pursuant  to the  requirements  of  Section  13 or 15(d)  of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                  TREND-LINES, INC.


Date: June 15, 2000                By:      /s/ Stanley D. Black
                                       ------------------------
                                       Stanley D. Black, Chief Executive Officer

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


SIGNATURE                              TITLE                            DATE

/s/ STANLEY D. BLACK      Director and Chief Executive Officer     June 15, 2000
--------------------
Stanley D. Black


/s/ RONALD L. FRANKLIN    Executive Vice President, Finance,       June 15, 2000
----------------------    Chief Financial Officer and Director
Ronald L. Franklin


/s/ RICHARD GRINER        President, Chief Operating Officer       June 15, 2000
------------------        and Director
Richard Griner


/s/ WALTER S. SPOKOWSKI   Executive Vice President, Merchandising  June 15, 2000
-----------------------   and Director
Walter S. Spokowski


/s/ RICHARD A. MANDELL    Director                                 June 15, 2000
----------------------
Richard A. Mandell


/s/ IRWIN WINTER          Director                                 June 15, 2000
----------------
Irwin Winter
<PAGE>
                        TREND-LINES, INC. AND SUBSIDIARY
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                           PAGE

Report of Independent Public Accountants                                    F-2

Consolidated Balance Sheets as of February 26, 2000 and
  February 27, 1999                                                         F-3

Consolidated Statements of Operations for the Fiscal Years Ended
  February 26, 2000, February 27, 1999, and February 28, 1998               F-4

Consolidated Statements of Stockholders' Equity for the Fiscal Years Ended
  February 26, 2000, February 27, 1999, and February 28, 1998               F-5

Consolidated Statements of Cash Flows for the Fiscal Years Ended
  February 26, 2000, February 27, 1999, and February 28, 1998               F-6

Notes to Consolidated Financial Statements                                  F-7
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Trend-Lines, Inc.:

We have audited the  accompanying  consolidated  balance sheets of  Trend-Lines,
Inc. (a  Massachusetts  corporation)  and subsidiary as of February 26, 2000 and
February  27,  1999,  and the related  consolidated  statements  of  operations,
stockholders'  equity  and cash flows for the years  ended  February  26,  2000,
February  27,  1999,  and February 28,  1998.  These  financial  statements  and
accompanying  schedules are the responsibility of the Company's management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of  Trend-Lines,   Inc.  and
subsidiary  as of February 26, 2000,  and February 27, 1999,  and the results of
their  operations  and their cash flows for the years ended  February  26, 2000,
February  27,  1999  and  February  28,  1998,  in  conformity  with  accounting
principles generally accepted in the United States.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
consolidated  financial  statements taken as a whole. The schedule listed in the
index at item 14(A)(2) is the responsibility of the Company's  management and is
presented  for  purposes  of  complying   with  the   Securities   and  Exchange
Commission's  rules  and  is  not  part  of  the  basic  consolidated  financial
statements.  The schedule has been subjected to the auditing  procedures applied
in our  audits  of the  basic  consolidated  financial  statements  and,  in our
opinion, fairly states, in all material respects, the financial data required to
be set forth therein in relation to the basic consolidated  financial statements
taken as a whole.


                                                     ARTHUR ANDERSEN LLP
Boston, Massachusetts
May 2, 2000 (except with respect to the
  matters discussed in Notes 5 and 16, as to which the
  date is June 12, 2000).


                                      F-2
<PAGE>
                        TREND-LINES, INC. AND SUBSIDIARY
                          CONSOLIDATED BALANCE SHEETS
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

                                     ASSETS
                                                        February     February
                                                           26,          27,
                                                          2000         1999
                                                        --------     --------
CURRENT ASSETS:
    Cash and cash equivalents                           $  1,054     $    540
    Accounts receivable, net                              19,374       22,270
    Inventories                                          157,028      131,219
    Prepaid expenses and other current assets              3,664        9,508
                                                        --------     --------

             Total current assets                        181,120      163,537

PROPERTY AND EQUIPMENT, NET                               20,352       21,413

INTANGIBLE ASSETS, NET                                     6,316        6,621

OTHER ASSETS                                               1,075        1,367
                                                        --------     --------

                                                        $208,863     $192,938
                                                        ========     ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
    Bank credit facility                                $ 97,890     $ 80,152
    Current portion of capital lease obligations             530        1,028
    Accounts payable                                      70,265       62,589
    Accrued expenses                                       7,103        8,056
                                                        --------     --------

             Total current liabilities                   175,788      151,825
                                                        --------     --------

CAPITAL LEASE OBLIGATIONS, NET OF CURRENT PORTION            218          671
                                                        --------     --------

COMMITMENTS AND CONTINGENCIES (NOTE 11)

STOCKHOLDERS' EQUITY:
    Common stock, $.01 par value -
       Class A --
          Authorized - 20,000,000 shares
          Issued  - 6,510,411 and 6,469,553 shares at
             February 26, 2000 and February 27, 1999,
             respectively                                     65           64

       Class B --
          Authorized - 5,000,000 shares
          Issued and outstanding - 4,641,082 and
          4,681,082 shares at February 26, 2000
          and February 27, 1999, respectively                 47           47

    Additional paid-in capital                            41,626       41,625
    Retained earnings                                     (6,421)       1,166
    Less: 500,000 Class A shares held in treasury at
       February 26, 2000 and February 27, 1999, at cost   (2,460)      (2,460)
                                                        --------     --------

             Total stockholders' equity                   32,857       40,442
                                                        --------     --------
                                                        $208,863     $192,938
                                                        ========     ========

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

                                       F-3
<PAGE>
                        TREND-LINES, INC. AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF OPERATIONS
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
                                                                                Fiscal Years Ended

                                                                February 26,       February 27,       February 28,
                                                                   2000               1999               1998
                                                                ------------       ------------       ------------
<S>                                                             <C>                <C>                <C>
NET SALES                                                       $    270,631       $    262,550       $    231,143
COST OF SALES                                                        187,391            181,577            157,129
                                                                ------------       ------------       ------------

     Gross Profit                                                     83,240             80,973             74,014

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                    $     82,055       $     86,393       $     63,483
                                                                ------------       ------------       ------------
     (Loss) Income from operations                                     1,185             (5,420)            10,531

INTEREST EXPENSE, NET                                           $      7,185       $      5,580       $      3,239
                                                                ------------       ------------       ------------

     (Loss) Income before (benefit) provision for income taxes        (6,000)           (11,000)             7,292

(BENEFIT) PROVISION  FOR  INCOME TAXES                          $      1,587       $     (3,590)      $      2,844
                                                                ------------       ------------       ------------

     Net (Loss) income                                          $     (7,587)      $     (7,410)      $      4,448
                                                                ============       ============       ============

BASIC NET (LOSS) INCOME PER SHARE                               $      (0.71)      $      (0.70)      $       0.42
                                                                ============       ============       ============

DILUTED NET (LOSS) INCOME  PER SHARE                            $      (0.71)      $      (0.70)      $       0.40
                                                                ============       ============       ============

BASIC WEIGHTED AVERAGE SHARES OUTSTANDING (Note 2)                10,651,144         10,648,366         10,588,021
                                                                ============       ============       ============

DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING (Note 2)              10,651,144         10,648,366         11,122,417
                                                                ============       ============       ============
</TABLE>
The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                      F-4
<PAGE>
                        TREND-LINES, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>

                                           CLASS A               CLASS B
                                        COMMON STOCK          COMMON STOCK    Additional             TREASURY STOCK       Total
                                    Number      $.01      Number       $.01    Paid-in   Retained   Number            Stockholders'
                                   of Shares  Par Value  of Shares   Par Value Capital   Earnings  of Shares  Amount      Equity
                                   -------------------------------------------------------------------------------------------------

<S>                                <C>        <C>        <C>         <C>       <C>       <C>       <C>        <C>         <C>
BALANCE, MARCH 1, 1997             6,302,534  $      63  4,750,026   $    47   $41,318   $  4,128    440,000  $(2,150)    $  43,406

  Conversion of Class B shares to
      Class A shares                  11,960          -    (11,960)        -         -          -          -       -              -

  Proceeds from exercise of stock
      options                         70,684          1          -         -       206          -          -       -            207

  Treasury stock purchase                  -          -          -         -         -          -     60,000    (310)          (310)

  Net income                               -          -          -         -         -      4,448          -       -          4,448
                                   -------------------------------------------------------------------------------------------------

BALANCE, FEBRUARY 28, 1998         6,385,178  $      64  4,738,066   $    47   $41,524   $  8,576    500,000  $(2,460)    $  47,751

  Conversion of Class B shares to
      Class A shares                  56,984          -    (56,984)        -         -          -          -       -              -

  Proceeds from exercise of stock
      options                         27,391          -          -         -       101          -          -       -            101

  Net loss                                 -          -          -         -         -     (7,410)         -       -         (7,410)
                                   -------------------------------------------------------------------------------------------------

BALANCE, FEBRUARY 27, 1999         6,469,553  $      64  4,681,082   $    47   $41,625   $  1,166    500,000  $(2,460)    $  40,442

  Conversion of Class B shares to
      Class A shares                  40,000          -    (40,000)        -         -          -          -       -              -

  Proceeds from exercise of stock
      options                            858          1          -         -         1          -          -       -              2

  Net loss                                 -          -          -         -         -     (7,587)         -       -         (7,587)
                                   -------------------------------------------------------------------------------------------------

BALANCE, FEBRUARY 26, 2000         6,510,411  $      65  4,641,082   $    47   $41,626   $ (6,421)   500,000  $(2,460)    $  32,857
                                   =================================================================================================
</TABLE>

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

                                      F-5
<PAGE>
                        TREND-LINES, INC. AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>

                                                                        Fiscal Years Ended
                                                               February 26,  February 27,  February 28,
                                                                   2000          1999          1998
                                                               ------------  ------------  ------------

<S>                                                            <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net (loss) income                                         $     (7,587) $     (7,410) $      4,448
     Adjustments to reconcile net (loss) income to net cash
     (used in) provided by operating activities
        Depreciation and amortization                                 5,296         4,738         2,836
        Deferred income taxes                                         1,587        (1,075)          216
           Accounts receivable                                        2,896        (3,724)       (6,391)
           Inventories                                              (25,809)      (29,047)      (14,296)
           Prepaid expenses and other current assets                  3,826        (1,643)         (405)
           Accounts payable                                           7,676         8,759         5,695
           Accrued expenses                                            (522)           62           904
                                                               ------------  ------------  ------------

               Net cash (used in) operating activities              (12,637)      (29,340)       (6,993)
                                                               ------------  ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchases of property and equipment                             (3,802)       (5,830)       (7,188)
     Proceeds from sale of property and equipment                         -            16            73
     Acquisition, net of cash acquired                                    -             -        (4,064)
     Decrease in other assets                                           246          (568)            -
                                                               ------------  ------------  ------------

               Net cash (used in) investing activities               (3,556)       (6,382)      (11,179)
                                                               ------------  ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Net borrowings under bank credit facilities                     17,738        36,351        18,605
     Net payments on capital lease obligations                       (1,033)         (859)         (667)
     Proceeds from exercise of stock options                              2           101           207
     Purchases of treasury stock                                          -             -          (310)
                                                               ------------  ------------  ------------

               Net cash provided by financing activities             16,707        35,593        17,835
                                                               ------------  ------------  ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                    514          (129)         (337)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                          540           669         1,006
                                                               ------------  ------------  ------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                       $      1,054  $        540  $        669
                                                               ============  ============  ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Cash paid for -
        Interest                                               $      6,793  $      5,489  $      3,212
                                                               ============  ============  ============
        Income taxes                                           $        435  $      1,912  $      2,418
                                                               ============  ============  ============

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND
FINANCING ACTIVITIES:
     Equipment acquired under capital lease obligations        $         83  $        598  $         65
                                                               ============  ============  ============

     Summary of entity acquired -
        Fair value of assets acquired                                     -             -         9,273
                                                               ------------  ------------  ------------
        Liabilities assumed                                               -             -         5,209
                                                               ------------  ------------  ------------
        Cash paid, net of cash acquired                        $          -  $          -  $      4,064
                                                               ============  ============  ============
</TABLE>

See  accompanying  notes are an integral  part of these  consolidated  financial
statements.
                                      F-6

<PAGE>
                        TREND-LINES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)   OPERATIONS

      Trend-Lines,  Inc.  (the  Company) is a specialty  retailer,  primarily of
      woodworking tools and accessories sold through its nationally  distributed
      Trend-Lines  mail-order catalog and through  Woodworkers  Warehouse retail
      stores  located in New England,  New York,  New Jersey,  Pennsylvania  and
      Delaware,  as well as Post Tool stores  located in California  and Nevada.
      The Company is also a specialty  retailer of golf  equipment  and supplies
      sold through its Golf Day retail stores located in New England,  New York,
      New Jersey,  Delaware,  Pennsylvania  and  California  and its  nationally
      distributed mail-order catalog.

(2)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      The accompanying consolidated financial statements reflect the application
      of certain accounting policies described in this note and elsewhere in the
      accompanying notes to consolidated financial statements.

      (a) Principles of Consolidation

          The  accompanying   consolidated   financial  statements  include  the
          accounts  of the  Company  and  Post  Tool,  Inc.,  its  wholly  owned
          subsidiary.  All significant  intercompany  balances and  transactions
          have been eliminated in consolidation.

      (b) Fiscal Year

          The Company's  fiscal year-end is the Saturday closest to the last day
          of February  Fiscal year 1999 ended on February 26, 2000,  Fiscal year
          1998 ended on February 27, 1999 and Fiscal year 1997 ended on February
          28, 1998. For interim reporting purposes, the Company closes its books
          on the Saturday of the thirteenth week of the fiscal quarter.

      (c) Management   Estimates  Used  in  the  Preparation  of  Financial
          Statements

          The  preparation of financial  statements in conformity with generally
          accepted  accounting  principles requires management to make estimates
          and  assumptions  that  affect  the  reported  amounts  of assets  and
          liabilities and disclosure of contingent assets and liabilities at the
          date of the financial  statements and the reported amounts of revenues
          and expenses during the reporting period.  Actual results could differ
          from those estimates.

      (d) Cash and Cash Equivalents

          The Company  considers  all highly  liquid  investments  with original
          maturities of three months or less to be cash equivalents.

      (e) Revenue Recognition

          Revenue  from retail  operations  is  recognized  at the time of sale.
          Revenue  from  catalog  sales  is  recognized  upon  shipment  to  the
          customer.

      (f) Inventories

          The Company values inventories,  which consist of merchandise held for
          resale, at the lower of cost (weighted average) or market.

      (g) Prepaid Catalog Expenses

          The Company  capitalizes  direct costs  relating to the production and
          distribution  of its mail-order  catalogs.  These costs are charged to
          operations  over the period during which revenues are derived from the
          mailings  which  is  predominately  1 year or less  from  the  date of
          mailing.

      (h) Store Preopening Costs

          The Company  expenses,  as incurred,  all preopening  costs related to
          each new  retail  store  location,  in  accordance  with  (SOP)  98-5,
          Reporting on Cost of Start-up Activities.

      (i) Property and Equipment

          Property  and   equipment  are  stated  at  cost.   Depreciation   and
          amortization are computed under both the straight-line and accelerated
          methods in amounts  that  allocate  the cost of all assets  over their
          estimated useful lives.
<PAGE>

                                                       Estimated
            Asset Classification                      Useful Lives

          Equipment                                   5 - 10 years
          Equipment under capital leases       Life of lease, or life of asset,
                                                    whichever is shorter
          Furniture and fixtures                         10 years
          Building                                       39.5 years
          Leasehold improvements                 Initial lease term or life
                                              of asset, whichever is shorter

      (j) Customer Prepayments

          Advance  payments  received  from  customers  are  included in accrued
          expenses  in the  accompanying  consolidated  balance  sheets  and are
          recognized as revenue upon shipment.

      (k) Concentration of Credit Risk

          Financial  instruments that subject the Company to credit risk consist
          primarily of cash and cash equivalents and trade accounts  receivable.
          The  Company  places  its cash and cash  equivalents  in highly  rated
          financial institutions.  The Company's accounts receivable credit risk
          is not limited to any particular  customer.  The Company  maintains an
          allowance for potential credit losses.

      (l) Fair Value of Financial Instruments

          The Company's  financial  instruments  consist mainly of cash and cash
          equivalents, accounts receivable, accounts payable and its bank credit
          facility.  The  carrying  amounts  of  the  Company's  cash  and  cash
          equivalents  approximate  fair value.  The bank credit  facility bears
          interest at variable  market  rates;  therefore,  the carrying  amount
          approximates fair value.

      (m) Credit Card Policy

          The Company  extends credit to customers  through  third-party  credit
          cards,  including its  private-label  credit card.  Credit under these
          accounts is extended by third parties,  and  accordingly,  the Company
          bears  minimal  financial  risk from  credit  card fraud  under  these
          agreements. The Company's agreements with third-party credit companies
          provide  for  the  electronic   processing  of  credit  approvals  and
          electronic  submission of  transactions.  Upon the submission of these
          transactions  to the credit  card  companies,  payment is  transmitted
          directly to the Company's bank account usually within two to four days
          of the sales  transaction.  Amounts  relating to fiscal year sales not
          received  by the  Company  before  year-end  are  included in accounts
          receivable  in the  accompanying  consolidated  balance  sheets.  Fees
          incurred  on credit card sales are  included  in selling,  general and
          administrative expenses.

      (n) Income Taxes

          Income taxes are provided using the liability  method of accounting in
          accordance with Statement of Financial Accounting Standards (SFAS) No.
          109, Accounting for Income Taxes. A deferred tax asset or liability is
          recorded  for all  temporary  differences  between  financial  and tax
          reporting.  Deferred tax expense (benefit) results from the net change
          during the year of deferred tax assets and liabilities.

      (o) Earnings Per Share

          In February 1997, the Financial Accounting Standards Board issued SFAS
          No. 128 Earnings Per Share,  which  changed the method of  calculating
          earnings per share.  SFAS No. 128 requires the presentation of "basic"
          earnings per share and "diluted"  earnings per share.  Basic  earnings
          per share is computed by dividing  the net income  available to common
          shareholders by the weighted  average number of shares of common stock
          outstanding.  For the  purposes of  calculating  diluted  earnings per
          share,  the denominator  includes both the weighted  average number of
          common  stock  outstanding  and the  dilutive  effect of common  stock
          equivalents,  such as stock options and warrants.  The Company adopted
          SFAS 128 in the fourth  quarter of fiscal  1997.  All prior period per
          share amounts have been restated to comply with SFAS No. 128.

          Potentially  dilutive securities include outstanding options under the
          Company's  stock option plan.  For the fiscal years ended February 26,
          2000 and February 27, 1999, the diluted earnings per share calculation
          has been computed using the basic weighted average shares outstanding,
          as the effect of options is  anti-dilutive.  The number of potentially
          dilutive shares  excluded from the earnings per share  calculation was
          28,283 for the fiscal year ended February 26, 2000 and 198,094 for the
          fiscal year ended February 27, 1999.  Below is a summary of the shares
          used in calculating basic and diluted earnings per share:
<PAGE>

                                                   Fiscal Years Ended
                                       February 26,   February 27,  February 28,
                                          2000           1999           1998
Weighted average number of shares of
      common stock outstanding         10,651,144     10,648,366     10,588,021
Dilutive stock options                          0              0        534,396
                                       ----------     ----------     ----------
Shares used in calculating diluted
      earnings per share               10,651,144     10,648,366     11,122,417
                                       ==========     ==========     ==========

      (p) Impairment of Long-Lived Assets

          The Company accounts for long-lived assets in accordance with SFAS No.
          121,  Accounting  for the  Impairment  of  Long-Lived  Assets  and for
          Long-Lived Assets to be Disposed Of. The Company  continually  reviews
          its  long-lived  assets for events or  changes in  circumstances  that
          might  indicate  that the  carrying  amount of the  assets  may not be
          recoverable.  The Company  assesses  the  recoverability  of assets by
          determining  whether  the  depreciation  of  such  assets  over  their
          remaining lives can be recovered through projected undiscounted future
          cash flows.  The amount of  impairment,  if any, is measured  based on
          projected   discounted   future  cash  flows  using  a  discount  rate
          commensurate  with the risk  involved.  At February 26, 2000,  no such
          impairment of assets was indicated.

          Goodwill  represents  the excess of the  purchase  price over the fair
          market  value of  identified  net assets  acquired.  Goodwill is being
          amortized  using the  straight-line  method over a period of 20 years,
          the estimated useful life. The Company recognized $351,000 of goodwill
          amortization   during  fiscal  1999  and  fiscal  1998.   The  Company
          continually  evaluates whether events and circumstances  have occurred
          that indicate that the remaining estimated useful life of goodwill may
          not be  recoverable.  When factors  indicate that  goodwill  should be
          evaluated  for  possible  impairment,  the Company  uses  estimates of
          undiscounted  operating  cash  flow  over  the  remaining  life of the
          goodwill to measure whether  goodwill is  recoverable.  As of February
          26, 2000, there have been no write-downs of goodwill.

      (q) New Accounting Pronouncements

          In June 1998, the Financial  Accounting  Standards Board (FASB) issued
          SFAS No.  133,  Accounting  for  Derivative  Instruments  and  Hedging
          Activities.   The  statement  established   accounting  and  reporting
          standards  requiring  that  every  derivative   instrument  (including
          certain  derivative  instruments  embedded in other  contracts and for
          hedging  activities)  be recorded  in the  balance  sheet as either an
          asset or liability  measured at its fair value.  SFAS No. 133 requires
          that changes in the derivative's fair value be recognized currently in
          earnings unless specific hedging accounting  criteria are met. Special
          accounting  for  qualifying  hedges  allows a  derivative's  gains and
          losses to offset  related  results  on the  hedged  item in the income
          statement  and  requires  that  a  company  must  formally   document,
          designate,  and assess the  effectiveness of transactions that receive
          hedge accounting.

          In June 1999, the FASB issued SFAS No. 137,  Accounting for Derivative
          Instruments and Hedging  Activities-Deferral  of the Effective Date of
          Statement No. 133,  which  deferred the effective date of SFAS No. 133
          by one year. This statement shall be effective for all fiscal quarters
          for all fiscal years  beginning after June 15, 2000. SFAS No. 133 must
          be applied to (i) derivative  instruments and (ii) certain  derivative
          instruments  embedded in hybrid contracts that were issued,  acquired,
          or  substantively  modified  after December 31, 1997. The Company does
          not anticipate any material  impact on its financial  statements  from
          the adoption of SFAS No. 133.

(3)   ACQUISITION

      Effective December 31, 1997, the Company acquired substantially all of the
      assets and liabilities of Golf Acquisition  Limited Partnership (GALP) for
      approximately  $4.0  million  in  cash.  The  Company  accounted  for  the
      acquisition  of GALP  using  the  purchase  method of  accounting  and the
      purchase  price was  allocated to the net  liabilities  assumed based upon
      their estimated fair market values. The operating results of this business
      are included in the consolidated statements of operations from the date of
      acquisition.

      The excess  purchase  price over net  liabilities  assumed  (goodwill) was
      computed as follows

        Purchase Price (including expenses), net of cash acquired   $ 4,064,000

        Plus-fair market value assigned to net liabilities

           Inventory                                                  1,973,000
           Other assets                                                 269,000
           Accounts payable                                          (4,235,000)
           Accrued liabilities                                         (974,000)
                                                                    ------------
                                                                     (2,967,000)
           Goodwill                                                 $ 7,031,000
                                                                    ===========

      The following unaudited pro form information  (rounded to thousands except
      share and per share amounts) shows the results of the Company's operations
      for the year ended February 28, 1998, as if the  acquisition  had occurred
      on March 2, 1997.

              Revenues                                         $  250,888
              Income from operations                               10,948
              Net income                                            4,551
              Pro forma basic net income per share                  $0.43
              Pro forma diluted net income per share                $0.41
              Basic weighted average shares outstanding        10,588,021
              Diluted weighted average share outstanding       11,122,417

      The pro forma results have been prepared for comparative purposes only and
      are not necessarily indicative of the actual results of operations had the
      acquisition  taken place as of March 2, 1997 or the results that may occur
      in the future.  Furthermore,  the pro forma  results do not give effect to
      all cost  savings or  incremental  costs that may occur as a result of the
      integration and consolidation of the companies.
<PAGE>

(4)   INCOME TAXES

      The  components of the  (benefit)  provision for income taxes shown in the
      consolidated statements of operations are as follows (in thousands):



                                          Fiscal Years Ended

                       February 26, 2000   February 27, 1999   February 28, 1998

Current
   Federal                      $0             ($3,400)              $2,454
   State                         0                 885                  174
                       -----------------   -----------------   -----------------

                                 0             ($2,515)              $2,628
                       -----------------   -----------------       -------------

Deferred
   Federal                     221                 173                 (123)
   State                     1,366              (1,248)                 339
                       -----------------   -----------------       -------------

                             1,587              (1,075)                 216
                       -----------------   -----------------       -------------

                            $1,587             ($3,590)              $2,844
                       =================   =================       =============

      The  reconciliation  of  the  federal  statutory  rate  to  the  benefit
      (provision) for income taxes is as follows:


                                          Fiscal Years Ended

                       February 26, 2000   February 27, 1999   February 28, 1998

Income tax (benefit) provision
   at federal statutory rate    (34.0%)           (34.0%)               34.0%
State taxes, net of federal
   benefit                       (6.0%)            (4.4%)                5.0%
Other, net                       (4.2%)             5.8%                  -
Increase in valuation
   allowance                     70.7%               -                    -
                       -----------------   -----------------   -----------------
                                 26.5%            (32.6%)               39.0%
                       =================   =================   =================

      Significant  items  giving rise to deferred  tax assets and  deferred  tax
      liabilities at February 26, 2000 and February 27, 1999 are as follows:

                                           February 26, 2000   February 27, 1999

Inventories                                       $1,389             $1,206
Prepaid catalog                                     (833)              (710)
Cash discount                                       (766)
State operating loss carryforward                  1,886              1,300
Federal operating loss carryforward                2,155
Other nondeductible reserves and accruals            540                 82
Depreciation and amortization                        (76)              (290)
                                           -----------------   -----------------
   Net                                            $4,245             $1,588
Valuation Allowance                               (4,245)                 -
                                           -----------------   -----------------
   Net Asset                                      $   0              $1,588
                                           -----------------   -----------------

     At February 26, 2000, the Company had approximately  $17.7 million of state
     operating loss carry-forwards,  which are subject to review by the Internal
     Revenue Service.  The net operating loss carry-forwards  begin to expire in
     2003,  and are subject to limitations on their use in any one year if there
     should be a change in control of the  Company.  A valuation  allowance  has
     been  provided  against the net deferred  tax asset due to the  uncertainty
     regarding the realization of these assets.

(5)  BANK CREDIT FACILITY

     At  February  26,  2000,  the Company had  approximately  $97.9  million of
     borrowings  outstanding and  approximately $.1 million of letters of credit
     outstanding.  The  Company  had  approximately  $2.1  million in  available
     borrowings  under its credit  facility at February 26, 2000. The bank has a
     security interest in substantially all assets of the Company.  Interest was
     payable  monthly.  The bank  credit  facility  agreement  contains  certain
     financial  covenants,  including,  but not limited to, maintaining  minimum
     levels of tangible net worth, and interest  coverage ratios and limitations
     on capital  expenditures.  At  February  26,  2000,  the Company was not in
     compliance  with net  worth  and  interest  coverage  financial  covenants.
     However,  the Company  has  received a waiver of the  compliance  covenants
     violations and amended future covenants.

     Pursuant to an amendment  with its bank dated as of June 9, 2000,  the bank
     amended the credit  facility  with respect to the  financial  covenants and
     advance rates for future periods.

     The commitment  level and expiration date of the credit  facility  remained
     unchanged at $100 million and December 31, 2001, respectively.  The amended
     covenants  require the Company to maintain  modified  interest coverage and
     fixed charge ratios  quarterly  through  February 24, 2001 and for the year
     ended February 24, 2001. The Company shall not exceed  inventory  levels of
     $135 million as of August 26, 2000 and November 25, 2000 and $127.5 million
     as of  January  27,  2001.  In  addition,  there  will be no net new  store
     openings  allowed and the Company will retain a financial  advisor  through
     February 24, 2001.

     The amended credit facility will bear interest at the bank's reference rate
     plus 0.75% or LIBOR plus 2.25%. The credit facility allows for borrowing up
     to $100 million  based on a percentage of inventory  (the "advance  rate").
     Borrowings  include 50% of the amount reserved for  outstanding  letters of
     credit.

     The amended credit facility also gives the bank warrants for 200,000 shares
     of the  Company's  class A common  stock,  exercisable  at the lowest price
     during the 60-day period starting June 9, 2000.

     At  February  27,  1999,  the Company had  approximately  $80.2  million of
     borrowings  outstanding and approximately $0.4 million of letters of credit
     outstanding.  The  Company  had  approximately  $1.0  million in  available
     borrowings under this  facility at February 27, 1999. At February 27, 1999,
     the interest  rates were 9.25% (bank's  reference rate plus .75%) and 7.18%
     (LIBOR plus 2.25%) and the Company  was in  compliance  with all  financial
     covenants.

(6)   STOCKHOLDERS' EQUITY

      (a) Common Stock

          The rights and privileges of the common stockholders are as follows:

          Voting Rights

          Holders of Class A common  stock are  entitled  to one vote per share.
          Holders of Class B common  stock are  entitled  to 10 votes per share.
          Holders of both classes are entitled to vote  together as one class on
          all  matters,  with  certain  exceptions,  including  the  election of
          directors.  Each share of Class B common stock is  convertible  to one
          share of Class A common stock.

          Dividends

          Holders  of Class A  common  stock  and  Class B  common  stock  taken
          together as a single class are  entitled to receive such  dividends as
          may be declared by the Board of Directors.

      (b) Preferred Stock

          On May 9,  1994,  the Board of  Directors  and  stockholders  voted to
          authorize  1,000,000  shares of preferred  stock,  $.01 par value. The
          Board  of  Directors   has  the  right  to  establish  any  right  and
          preferences  of any series of  preferred  stock it so  designates.  At
          February  26,  2000 and  February  27,  1999,  there were no issued or
          outstanding  shares of preferred  stock and the Board of Directors had
          not established any rights or preferences.

      (c) Stock Option Plans

          On  September  30,  1993,  the  Board of  Directors  and  stockholders
          approved the 1993 Employee Stock Option Plan (the Option Plan),  which
          provides for the grant of options to purchase shares of Class A common
          stock to  employees of the Company.  An  employee's  right to exercise
          such options is subject to vesting, generally over four to seven years
          or in such  percentages  as  defined  by the Board of  Directors,  and
          terminates  10  years  from the date of  grant.  A total of  2,275,000
          shares of Class A common  stock have been  reserved  for options to be
          granted under the Option Plan.

          On May 9, 1994, the Board of Directors and  stockholders  approved the
          1994 Non-Qualified  Stock Option Plan for Non-Employee  Directors (the
          Director Plan), which provides for the grant of non-qualified  options
          to purchase shares of Class A common stock to  non-employee  directors
          of the Company.  A total of 90,000 shares of Class A common stock have
          been reserved for options to be granted under the Director Plan. These
          options  vest three  years  after the date of grant and  terminate  10
          years from the date of grant.

          Activity  under the Option Plan and  Director  Plan is  summarized  as
          follows:

<PAGE>

<TABLE>
<CAPTION>

                                      Option Plan                  Director Plan
                                Number     Exercise Price     Number      Exercise Price
                                of Shares    per Share       of Shares      per Share

<S>                              <C>         <C>              <C>           <C>
Outstanding, March 1, 1997      1,134,458     1.84 - 4.88       40,000     4.00 - 4.88
      Granted                     158,550     5.75 - 7.06        3,000     7.00 - 7.06
      Terminated                 (107,940)    1.84 - 9.58            -               -
      Exercised                   (70,680)    1.84 - 4.38            -               -
                                ---------    -------------           -               -

Outstanding, February 28, 1998  1,114,388    $1.84 - $7.06      43,000    $4.00 - $7.06
      Granted                     233,950        $4.50           2,000        4.50
      Terminated                 (122,483)     1.84 - 7.06     (10,500)       4.00
      Exercised                   (14,890)     1.84 - 7.06     (12,500)    4.00 - 7.00
                                ---------    -------------     --------   -------------

Outstanding, February 27, 1999  1,210,965    $1.84 - $7.06      22,000    $4.00 - $7.06
      Granted                      46,000    $1.43 - $2.00           -               -
      Terminated                 (182,525)   $1.84 - $7.06           -               -
      Exercised                      (858)       $1.84               -               -
                                ---------    -------------
Outstanding, February 26, 2000  1,073,582    $1.43 - $7.06      22,000    $4.00 - $7.06
                                =========    =============     =======    =============

Exercisable, February 26, 2000    717,476    $1.84 - $7.06      18,000    $4.00 - $4.88
                                =========    =============     =======    =============
</TABLE>

      Set forth below is a summary of options  outstanding and exercisable as of
      February 26, 2000.

                       (Outstanding)                        (Exercisable)
                                Weighted    Remaining                Weighted
     Range of                   Average      Contract                Average
  Exercise Prices   Options  Exercise Price   Life      Options   Exercise Price
--------------------------------------------------------------------------------
February 26, 2000
   $1.43 - 2.00     381,543     $1.82         4.34      327,704     $ 1.84
    4.00 - 4.88     645,439      4.38         5.62      398,947       4.36
    5.75 - 7.06      68,600      6.67         7.27        8,825       6.32

          The Company accounts for its stock-based  compensation plans under APB
          Opinion No. 25, Accounting for Stock Issued to Employees.  The Company
          has adopted the disclosure-only  alternative under SFAS No. 123, which
          requires  disclosure of the pro forma effects on earnings and earnings
          per  share as if SFAS No.  123 had been  adopted,  as well as  certain
          other information.  The Company has computed the pro forma disclosures
          required  under  SFAS No.  123 for all  stock  options  granted  as of
          February 26, 2000,  February  27,1999 and February  28,1998  using the
          Black-Scholes option pricing model prescribed by SFAS No. 123.

          The  assumptions  used and the weighted  average  information  for the
          fiscal years ended February 26, 2000,  February 27, 1999, and February
          28, 1998, are as follows:

<PAGE>
<TABLE>
<CAPTION>

                                                                             Fiscal Years Ended
                                                             February 26,         February 27,      February 28,
                                                                 2000                1999                1998

 <S>                                                          <C>                 <C>                <C>
 Risk-free interest rate                                         6.7%             6.25% - 6.55%     6.25% - 6.55%
 Expected dividend yield                                           -                    -                 -
 Expected lives                                              5 - 7.5 years        5 - 7.5 years     5 - 7.5 years
 Expected volatility                                              85%                 85%                 85%
 Weighted average grant-date fair value of options
      granted during the period                                $ 1.64               $ 3.09              $ 4.74
 Weighted average exercise price of options outstanding        $ 3.63               $ 3.87              $ 3.88
 Weighted average remaining contractual life of options
      outstanding                                             5.32 years          6.32 years        6.81 years
 Weighted average exercise price of 735,476, 531,636,
      and 399,380 options exerciseable at February 26, 2000,
      February 27, 1999, and February 27, 1998, respectively   $ 3.20              $ 3.13              $ 3.07

 The effect of applying SFAS No. 123 would be as follows
 (in thousands except per share amounts):

                                                                             Fiscal Years Ended
                                                             February 26,         February 27,       February 28,
                                                                 2000                1999                1998
Pro forma net (loss) income                                     ($7,725)           ($7,729)             $4,011
Pro forma basic net (loss) income per share                     ($0.73)            ($0.73)              $0.38
Pro forma diluted net (loss) income per share                   ($0.73)            ($0.73)              $0.36
</TABLE>
<PAGE>

          Because the method  prescribed by SFAS No. 123 has not been applied to
          options  granted  prior to February 28, 1995,  the resulting pro forma
          compensation  cost may not be representative of that to be expected in
          the future years.

      (d) Treasury Stock

          On August 15, 1996, the Company's Board of Directors  approved a stock
          repurchase plan, whereby the Company may purchase up to 500,000 shares
          of  common  stock at fair  market  value to be used for  future  stock
          option programs,  investment  and/or other corporate  purposes.  As of
          February 26, 2000, the Company had purchased 500,000 shares of Class A
          common stock for approximately  $2.5 million,  of which 135,000 shares
          were purchased at fair market value in 1997 from a member of the Board
          of Directors at a cost of approximately $0.7 million.

      (e) 1997 Employee Stock Purchase Plan

          In October 1997,  the Company's  Board of Directors  approved the 1997
          Employee Stock Purchase Plan (the Purchase Plan) whereby,  the Company
          has reserved and may issue up to an aggregate of 250,000 shares of its
          Class A common  stock for  issuance in  accordance  with the  Purchase
          Plan. Under the terms of the Purchase Plan, employees who meet certain
          eligibility  requirements  may purchase shares of the Company's common
          stock at the closing price of the common stock on the day  immediately
          preceding the purchase date or the nearest prior business day on which
          trading  occurred.  There  were  12,428  shares  purchased  under  the
          Purchase Plan during fiscal year 1999.

(7)   ACCOUNTS RECEIVABLE

          Accounts receivable consist of the following (in thousands):

                                          February 26, 2000   February 27, 1999
        Vendor receivables                     $15,609             $16,499
        Credit card receivables                  1,981               2,422
        Other                                      998               2,104
        Trade receivables                        1,064               1,458
        Allowance for doubtful accounts           (278)               (213)
                                          -----------------   -----------------
                                               $19,374             $22,270
                                          =================   =================

(8)   PREPAID EXPENSES AND OTHER CURRENT ASSETS

          Prepaid  expenses and other current  assets consist of the following
          (in thousands):

                                          February 26, 2000   February 27, 1999
        Other                                   $2,424              $4,348
        Refundable income tax                      103               3,400
        Prepaid catalog                          1,074               1,670
        Prepaid rent                                63                  90
                                          -----------------   -----------------
                                                $3,664              $9,508
                                          =================   =================

(9)   PROPERTY AND EQUIPMENT

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

                                          February 26, 2000   February 27, 1999
        Land                                   $   186             $   186
        Building                                   672                 672
        Furniture and fixtures                  13,007              12,702
        Equipment                               13,036               9,734
        Equipment under capital lease            4,250               4,167
        Leasehold improvements                   6,934               6,740
                                          -----------------   -----------------
                                               $38,085             $34,201
        Less - Accumulated depreciation
               and amortization                 17,733              12,788
                                          -----------------   ------------------
                                               $20,352             $21,413
                                          =================   =================

      At February 26, 2000 and February 27, 1999, the  accumulated  depreciation
      associated  with  equipment  under  capital lease was  approximately  $2.9
      million and $2.1 million, respectively.

(10)  TRANSACTIONS WITH RELATED PARTIES AND STOCKHOLDERS

      The  Company  has a lease  arrangement  with Mystic  United  Realty  Trust
      (Mystic), for warehouse space at its Chelsea, Massachusetts, facility (the
      Chelsea  facility)  under a  non-cancelable  lease through 2005. The chief
      executive  officer/principal  stockholder  of the Company is a trustee and
      beneficiary of Mystic. Under the lease, the Company must pay to Mystic, in
      the form of additional rent, all insurance, real estate taxes, maintenance
      and operating cost related to the leased premises,  which approximate $0.4
      million annually (see Note 11).

      During the fourth quarter of fiscal 1999,  the Company's  chief  executive
      officer/principal  stockholder and  his  spouse, who is  also a  principal
      stockholder of the Company, made interest-free,  unsecured demand loans to
      the Company in the  aggregate amount of $3.0  million.  All these  loans
      were repaid at February 26, 2000. The Company expects to obtain additional
      unsecured demand  loans from either  or both of these lenders from time to
      time which, if made, are expected to be repayable without interest.

(11)  COMMITMENTS AND CONTINGENCIES

      (a) Capital Leases

          The Company leases  computers and other  equipment under several lease
          agreements that qualify for  capitalized  treatment under SFAS No. 13,
          Accounting  for Leases.  These  agreements  require  monthly  payments
          including interest at rates ranging from 4.83% to 8.70%, and expire at
          various dates through January, 2002.

          Future  minimum lease  payments  under capital  lease  obligations  at
          February 26, 2000 are as follows (in thousands):

            Fiscal Year                                            Amount
              2000                                                 $ 577
              2001                                                   232
              2002                                                     -
                                                                   -----
                    Total minimum lease payments                     809
            Less - Amounts representing interest                      61
                                                                   -----
                   Obligations under capital leases                  748
            Less - Current portion of capital lease obligations      530
                                                                   -----
                                                                   $ 218
                                                                   =====

      (b) Operating Leases

          The Company  leases retail  stores,  warehouse  and office space,  and
          certain  machinery  and  equipment  under  lease  agreements  expiring
          through February 2015,  including  related party lease agreements (see
          Note 10).  Approximate  future minimum lease payments under  operating
          leases as of February 26, 2000 are as follows:

                Fiscal Year                                 Total
                                                        (in thousands)
                    2000                                   $ 16,170
                    2001                                     13,734
                    2002                                     11,019
                    2003                                      7,294
                    2004                                      5,097
                  Thereafter                                  6,230
                                                        --------------
                                                           $ 59,544
                                                        ==============

          Rent and related  expenses  charged to  operations  during each of the
          years ended  February  26, 2000,  February 27, 1999,  and February 28,
          1998  were   approximately   $19.1,   $18.0,   and   $12.5,   million,
          respectively.

      (c) Litigation

          In the ordinary  course of  business,  the Company is party to various
          types of litigation.  The Company believes it has meritorious defenses
          to all claims,  and, in its opinion,  litigation  currently pending or
          threatened will not have a material effect on the Company's  financial
          position or results of operations.

(12)  PROFIT SHARING PLAN

      The Company  maintains a profit  sharing plan (the Plan) that provides for
      tax  deferred  employee  benefits  under  Section  401(k) of the  Internal
      Revenue Code. The Plan allows employees to make  contributions,  a portion
      of which  will be  matched  by the  Company,  up to the lesser of 3% of an
      employee's  salary or the minimum amount  allowed by law, as defined.  The
      Company may elect to make an additional discretionary  contribution in any
      Plan year. There were no discretionary  Company  contributions made during
      the fiscal years ended February 26, 2000,  February 27, 1999, and February
      28,  1998.  The  Company's  contributions  vest at a rate of 20% per year,
      beginning  after one year of  employment.  The Company  has made  matching
      contributions  of  approximately  $0.3  million to the plan for the fiscal
      year ended February 26, 2000, and of  approximately  $0.2 million for each
      of the fiscal years ended  February 27, 1999,  and February 28, 1998.  The
      Company pays the administrative costs of the Plan.

(13)  SIGNIFICANT VENDOR

      Purchases from the Company's  largest single supplier were 8.8%, 10.8% and
      9.0% of total  purchases for the years ended  February 26, 2000,  February
      27, 1999, and February 28, 1998, respectively.

(14)  SELECTED INFORMATION BY BUSINESS SEGMENTS

      The  Company  reports  segment  information  according  to SFAS  No.  131,
      Disclosures about Segments of an Enterprise and Related Information.  SFAS
      131 requires  disclosures  about  operating  segments in annual  financial
      statements and requires selected  information about operating  segments in
      interim financial statements. Operating segments are defined as components
      of an enterprise about which separate  financial  information is available
      that is evaluated  regularly by the chief  operating  decision  maker,  or
      decision  makers,  in deciding how to allocate  resources and in assessing
      performance.  The Company's  chief  operating  decision maker is the chief
      executive officer.

      The Company sells its products  through its  Woodworkers  Warehouse,  Post
      Tool and Golf Day retail stores and its Trend-lines and Golf Day catalogs.
      These  businesses have been aggregated  into their  respective  reportable
      segments  based on the  management  reporting  structure.  The  accounting
      policies of the business  segments are the same as those  described in the
      summary of significant accounting policies.

      Information as to the operations of the different business segments is set
      forth below for each of the years ended  February 26,  2000,  February 27,
      1999, and February 28, 1998 (in thousands):

<TABLE>
<CAPTION>
                                                        Fiscal Years Ended
                                 February 26, 2000       February 27, 1999       February 28, 1998
<S>                              <C>                     <C>                     <C>
Net sales
   Retail
      Tools                           $156,903                $148,444                $133,000
      Golf                              77,125                  68,587                  38,612
   Catalog
      Tools                             21,281                  27,945                  34,451
      Golf                              15,322                  17,574                  25,080
                                 -----------------       -----------------       -----------------

                                      $270,631                $262,550                $231,143
                                 =================       =================       =================

Income (loss) from operations
   Retail
      Tools                            $10,476                  $5,518                  $9,094
      Golf                                (400)                   (267)                  2,260
   Catalog
      Tools                              3,840                   2,462                   5,655
      Golf                                 974                     496                   4,050
   General corporate                   (13,705)                (13,629)                (10,527)
                                 -----------------       -----------------       -----------------

                                        $1,185                 ($5,420)                $10,532
                                 =================       =================       =================

Identifiable assets
   Retail
      Tools                           $118,698                 $98,560                 $86,495
      Golf                              64,942                  62,209                  38,369
   Catalog
      Tools                             10,994                  12,431                  13,556
      Golf                               7,329                   8,062                   9,372
   General corporate                     6,900                  11,676                   7,660
                                 -----------------       -----------------       -----------------

                                      $208,863                $192,938                $155,452
                                 =================       =================       =================

Depreciation and amortization
   Retail
      Tools                             $2,408                  $2,345                  $1,543
      Golf                               1,931                   1,854                     853
   Catalog
      Tools                                140                     170                     155
      Golf                                 100                     107                     113
   General corporate                       717                     262                     172
                                 -----------------       -----------------       -----------------

                                        $5,296                  $4,738                  $2,836
                                 =================       =================       =================

Capital expenditures
   Retail
      Tools                               $695                  $2,564                  $3,065
      Golf                                 273                   2,749                   2,601
   Catalog
      Tools                                 39                     161                     536
      Golf                                  28                     101                     390
   General corporate                     2,767                     255                     596
                                 -----------------       -----------------       -----------------

                                        $3,802                  $5,830                  $7,188
                                 =================       =================       =================
</TABLE>

     The  Company  operates  from  a  single   distribution  center  in  Revere,
     Massachusetts,  for its  Woodworkers  Warehouse and Golf Day operations and
     utilizes common labor pools, common management at the corporate level and a
     single telemarketing sales force. Post Tool, Inc. has a distribution center
     facility in Hayward,  California.  As a result, many of the expenses of the
     Company are shared  between the  business  segments  and are  reflected  as
     general corporate expenses.

(15) QUARTERLY RESULTS OF OPERATIONS (Unaudited)

     The following  summarized  unaudited  results of operations for fiscal year
     1999 and 1998 have been accounted for using generally  accepted  accounting
     principles  for  interim   reporting   purposes  and  include   adjustments
     (consisting of normal recurring  adjustments)  that the Company  considered
     necessary  for the fair  presentation  of results for the  interim  periods
     shown below. (In thousands, except per share amounts):

<TABLE>
<CAPTION>
                                            First      Second       Third        Fourth
                                           Quarter     Quarter      Quarter     Quarter
<S>                                        <C>         <C>          <C>          <C>
Fiscal Year 1999
    Net sales                              $70,981     $68,365      $57,616     $73,669
    Gross Profit                            22,140      20,869       18,996      21,235
    Net (loss) income                          170         487           89      (8,333)
    Basic net (loss) income per share        $0.02       $0.05        $0.01      ($0.79)
    Diluted net (loss) income per share      $0.02       $0.05        $0.01      ($0.79)
    Basic weighted average common
        shares outstanding                  10,651      10,629       10,651      10,651
    Diluted weighted average common
        shares outstanding                  10,720      10,695       10,651      10,651

Fiscal Year 1998
    Net sales                              $59,639     $64,897      $60,102     $77,912
    Gross Profit                            17,581      20,007       18,367      25,018
    Net (loss) income                       (4,603)     (3,659)          59         793
    Basic net (loss) income per share       ($0.43)     ($0.34)       $0.01       $0.07
    Diluted net (loss) income per share     ($0.43)     ($0.34)       $0.01       $0.07
    Basic weighted average common
        shares outstanding                  10,642      10,650       10,651      10,651
    Diluted weighted average common
        shares outstanding                  10,642      10,650       10,723      10,781

</TABLE>

(16) SUBSEQUENT EVENT

     On June 12, 2000,  the Company  announced  that it is planning on divesting
     itself  of its golf  businesses.  The  Company  expects  to treat  the golf
     business as a  discontinued  operation once the plans for  divestiture  are
     definitive.

<TABLE>
<CAPTION>

SCHEDULE II
                        VALUATION AND QUALIFYING ACCOUNTS
                                 (IN THOUSANDS)

                                      Balance,     Charged to                  Balance,
                                     Beginning     Costs and                     End
                                     Of Period     Expenses      Deductions   Of Period

<S>                                  <C>          <C>           <C>            <C>
ALLOWANCE FOR DOUBTFUL ACCOUNTS
     February 28, 1998               $   185      $    89       $    56        $    218
                                     ========     ========      ========       ========

     February 27, 1999               $   218      $     -       $     5        $    213
                                     =========    ========      ========       ========

     February 26, 2000               $   213     $     77       $    12        $    278
                                     =========    ========      ========       ========
</TABLE>