<PAGE>   1
                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549

(Mark One)

[X]      Quarterly Report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934. For the quarterly period ended July 31, 1998.


[ ]      Transition Report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934. For the transition period from __________
         to ___________

         Commission File Number 0-21862


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

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

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

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


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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:

                                        SHARES OUTSTANDING AS OF
 CLASS                                      SEPTEMBER 4, 1998
 -----                                  ------------------------
 Common Stock, $.001 par value                  6,364,878




<PAGE>   2





                                OROAMERICA, INC.
                           REPORT ON FORM 10-Q FOR THE
                           QUARTER ENDED JULY 31, 1998


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>

PART I - FINANCIAL INFORMATION                                                                                      PAGE
<S>                                                                                                                 <C>

         Item 1.  Financial Statements
                  Consolidated Balance Sheets ............................................................            1
                  Consolidated Statements of Operations ..................................................            2
                  Consolidated Statements of Cash Flows...................................................            3
                  Notes to Consolidated Financial Statements  ............................................           4-7

         Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations.....................................................           8-12


PART II - OTHER INFORMATION

         Items 1 through 3.     Not Applicable

         Item 4.  Submission of Matters to a Vote of  Security Holders....................................           13

         Item 5.  Not Applicable

         Item 6.  Exhibits and Reports on Form 8-K........................................................           13

SIGNATURES................................................................................................           14
</TABLE>



<PAGE>   3




PART I - FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

                                OROAMERICA, INC.
                           CONSOLIDATED BALANCE SHEETS
                  (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>

                                                                                        JULY 31,       JANUARY 30,
                                                                                          1998            1998
                                                                                       -----------     -----------
ASSETS                                                                                 (Unaudited)
<S>                                                                                    <C>             <C>    
Current assets:
  Cash and cash equivalents                                                              $23,684          $30,351
  Accounts receivable less allowance for returns and doubtful accounts of
   $8,142 and $10,802                                                                     13,004           19,627
  Other accounts and notes receivable                                                      1,120              235
  Inventories (Note 2)                                                                    19,073           12,772
  Deferred income taxes                                                                    2,611            2,611
  Prepaid income taxes                                                                     1,068               --
  Prepaid items and other current assets                                                   1,132              742
                                                                                         -------          -------
     Total current assets                                                                 61,692           66,338

Property and equipment, net                                                               10,878           10,406
Excess of purchase price over net assets acquired, net                                     4,215            4,302
Patents, net                                                                               4,932            5,177
Other assets                                                                                 442              442
                                                                                         -------          -------
                                                                                         $82,159          $86,665
                                                                                         =======          =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt                                                      $   170          $   347
  Notes payable (Note 3)                                                                      --               --
  Accounts payable                                                                         5,993            7,426
  Income taxes payable                                                                     1,587            1,443
  Accrued expenses                                                                         6,812            8,911
                                                                                         -------          -------
     Total current liabilities                                                            14,562           18,127
Long-term debt, less current portion                                                          --            2,341
                                                                                         -------          -------
     Total liabilities                                                                    14,562           20,468
                                                                                         -------          -------

Stockholders' equity:
  Preferred stock,  500,000 shares authorized, $.001 par value; none issued and
    outstanding                                                                               --               --
  Common stock, 10,000,000 shares authorized, $.001 par value; 6,304,128 and
    6,254,378 shares issued and outstanding at July 31, 1998 and January 30, 1998,
    respectively                                                                               6                6
  Paid-in capital                                                                         43,227           42,979
  Retained earnings                                                                       24,364           23,212
                                                                                         -------          -------
     Total stockholders' equity                                                           67,597           66,197
                                                                                         -------          -------
                                                                                         $82,159          $86,665
                                                                                         =======          =======
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      -1-
<PAGE>   4



                                OROAMERICA, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                 PERIODS ENDED JULY 31, 1998 AND AUGUST 1, 1997
                                   (Unaudited)
                (Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>

                                                                  FOR THE                             FOR THE
                                                            THIRTEEN WEEKS ENDED               TWENTY-SIX WEEKS ENDED
                                                      -----------------------------        ----------------------------
                                                          JULY 31,         AUGUST 1,         JULY 31,         AUGUST 1,
                                                            1998             1997              1998             1997
                                                        -----------      -----------       -----------       ---------

<S>                                                    <C>              <C>               <C>               <C>        
Net sales                                              $    29,433       $    27,585       $    71,910      $   60,235

Cost of goods sold, exclusive of depreciation               22,505            21,944            55,534          48,383
                                                       -----------       -----------       -----------       ---------

  Gross profit                                               6,928             5,641            16,376          11,852

Selling, general and administrative expenses,
 and other expenses                                          6,621             6,117            13,761          11,641
                                                       -----------       -----------       -----------       ---------

Operating income (loss)                                        307              (476)            2,615             211

Interest expense                                               306               373               727             799
                                                       -----------       -----------       -----------       ---------

Income (loss) before income taxes                                1              (849)            1,888            (588)

Provision (benefit) for income taxes                            --              (383)              736            (265)
                                                       -----------       -----------       -----------       ---------

Net income (loss)                                      $         1       $      (466)      $     1,152       $    (323)
                                                       ===========       ===========       ===========       =========

Basic net income (loss) per share (Note 1)             $      0.00       $     (0.07)      $      0.18       $   (0.05)
                                                       ===========       ===========       ===========       =========
Diluted net income (loss) per share (Note 1)           $      0.00       $     (0.07)      $      0.18       $   (0.05)
                                                       ===========       ===========       ===========       =========

Weighted average shares outstanding                      6,290,711         6,254,378         6,272,711       6,254,045
Dilutive effect of stock options                           100,657                --           100,657              --
                                                       -----------       -----------       -----------       ---------
Weighted average shares outstanding
  assuming dilution                                      6,391,368         6,254,378         6,373,368       6,254,045
                                                       ===========       ===========       ===========       =========
</TABLE>

          See accompanying notes to consolidated financial statements.


                                      -2-
<PAGE>   5



                                OROAMERICA, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                             (Dollars in thousands)
                           Increase (Decrease) in Cash
<TABLE>
<CAPTION>
                                                                                            FOR THE
                                                                                     TWENTY-SIX WEEKS ENDED
                                                                                  ----------------------------
                                                                                  JULY 31,           AUGUST 1,
                                                                                    1998                1997
                                                                                  --------           ---------
<S>                                                                              <C>                <C>      
Cash flows from operating activities:
  Net income (loss)                                                              $  1,152           $   (323)
  Adjustments to reconcile net income (loss) to net cash
    provided by (used in) operating activities:
      Depreciation and amortization                                                 1,238              1,161
      Provision for losses on accounts receivable                                     330                356
      Provision for estimated returns                                              (2,914)            (5,490)
      Gain on sale of property                                                        (40)                --
                                                                                                   
Change in assets and liabilities, net of effects from 
        acquisition of a business:
      Accounts receivable                                                           9,207              9,056
      Other accounts and notes receivable                                            (885)               254
      Inventories                                                                  (6,301)            (1,156)
      Non-current accounts receivable                                                  --               (279)
      Prepaid income taxes and income taxes payable                                  (924)              (496)
      Prepaid items and other current assets                                         (390)              (695)
      Accounts payable, accrued expenses and deferred liabilities                  (3,532)            (2,378)
                                                                                 --------           --------
         Net cash (used in) provided by operating activities                       (3,059)                10
                                                                                 --------           --------

Cash flows from investing activities:
  Capital expenditures                                                             (1,098)            (1,038)
  Acquisition of a business                                                          (280)                --
  Proceeds from sale of property                                                       40                 --
                                                                                 --------           --------
         Net cash used in investing activities                                     (1,338)            (1,038)
                                                                                 --------           --------
Cash flows from financing activities:
  Gross borrowings under line-of-credit agreement                                     400                300
  Repayment of borrowings under line-of-credit                                       (400)              (300)
  Principal repayments of long-term debt                                           (2,518)              (277)
  Issuance of common stock                                                            248                  9
                                                                                 --------           --------
         Net cash used in financing activities                                     (2,270)              (268)
                                                                                 --------           --------

Decrease in cash and cash equivalents                                              (6,667)            (1,296)
Cash and cash equivalents at beginning of period                                   30,351             22,381
                                                                                 --------           --------
Cash and cash equivalents at end of period                                       $ 23,684           $ 21,085
                                                                                 ========           ========
</TABLE>



          See accompanying notes to consolidated financial statements.

                                      -3-
<PAGE>   6





                                OROAMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

         The consolidated financial statements included herein include all
adjustments, all of which are of a normal recurring nature, that, in the opinion
of management, are necessary for a fair presentation of financial information
for the thirteen and twenty-six week periods ended July 31, 1998 and August 1,
1997. Certain information and footnote disclosures normally included in
consolidated financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested that these
consolidated statements be read in conjunction with the consolidated financial
statements and notes thereto included in the Company's January 30, 1998 audited
consolidated financial statements. The results of operations for the thirteen
and twenty-six week periods ended July 31, 1998 are not necessarily indicative
of the results for a full year.

Net income (loss) per share

         Basic net income (loss) per share excludes all dilution and is computed
by dividing net income (loss) by the weighted-average number of common shares
outstanding. Diluted net income per share reflects the potential dilution that
would occur if securities or other contracts to issue common stock were
exercised or converted into common stock. For the thirteen and twenty-six week
periods ended July 31, 1998, diluted net income per share includes the dilutive
effect of stock options. For the thirteen and twenty-six week periods ended
August 1, 1997, the assumed exercise of stock options would have been
anti-dilutive and, therefore, was not considered in the computation of diluted
net loss per share.

Statement of Cash Flows

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

         Supplemental cash flow information and non-cash investing and financing
activities are as follows:
<TABLE>
<CAPTION>

                                                  For the Twenty-Six Weeks Ended
(in thousands)                                    July 31, 1998  August 1, 1997
--------------------------------------------------------------------------------
<S>                                               <C>             <C>   
Cash paid during the year for:
     Interest                                        $  752          $  398
     Income taxes                                     1,696             231
Non-cash investing and financing activities
     Acquisition of a business:
         Fair value of assets acquired               $  280          $   --
         Liabilities assumed                             --              --
                                                     ------          ------
           Cash paid                                 $  280          $   --
                                                     ======          ======
</TABLE>




                                      -4-


<PAGE>   7
 In June 1998, the Company acquired Eclipse Design, Inc. ("Eclipse"), a
privately-held company engaged in the design, manufacture and sale of gold
earrings. Under the terms of the purchaseagreement, the Company acquired all of
the operating assets of Eclipse for $280,000, which was funded from existing
cash. The acquisition was accounted for using the purchase method of accounting.
The pro forma combined results of operations of the Company and Eclipse as if
the acquisition had taken place at the beginning of the year are immaterial and
not presented.

NOTE 2 - INVENTORIES

    Inventories consist of the following (in thousands, except per ounce data):
<TABLE>
<CAPTION>

                                     July 31,           January 30,
                                       1998                 1998
                                    ----------          -----------   
                                    (Unaudited)


<S>                                 <C>                 <C>     
Gold and other raw materials           $  6,572           $  4,093
Manufacturing costs and other            10,177              7,975
                                       --------           --------
Jewelry inventories                      16,749             12,068
Tobacco inventories                       3,672              2,801
Other inventories                           303                310
                                       --------           --------
                Subtotal                 20,724             15,179

LIFO cost less than FIFO cost              (971)            (1,727)
Allowance for vendor advances              (680)              (680)
                                       --------           --------
                                       $ 19,073           $ 12,772
                                       ========           ========

Gold price per ounce                   $ 288.85           $ 304.85
                                       ========           ========
</TABLE>


         The Company values its jewelry inventories using the last-in, first-out
(LIFO) method. The Company values its tobacco and other inventories using the
first-in, first-out (FIFO) method.

         The Company has several consignment agreements with gold consignors
providing for a maximum aggregate consignment of 285,000 fine troy ounces. In
accordance with the consignment agreements, title remains with the gold
consignors until purchased by the Company.

         At July 31, 1998 and January 30, 1998, respectively, the Company held
approximately 192,700 and 155,400 fine troy ounces of gold under consignment
agreements, respectively. Consigned gold is not included in inventory and there
is no related liability recorded at quarter end. The purchase price per ounce is
based on the daily Second London Gold Fixing. Manufacturing costs included in
inventory represent costs incurred to process consigned and Company owned gold
into finished jewelry products.

         The gold consignors and the Company's revolving credit lender (Note 3)
have a security interest in substantially all the assets of the Company. The
Company pays to the gold consignors a consignment fee based on the


                                      -5-

<PAGE>   8
dollar equivalent of ounces outstanding, computed based on the Second London
Gold Fixing, as defined in the agreements. Each consignment agreement is
terminable on 30 days notice by the Company or the consignor.

         The gold consignment agreements require the Company to comply with
certain covenants with respect to its working capital, current ratio and
tangible net worth and to maintain the aggregate of its accounts receivable and
inventory of gold at specified minimums. Additional provisions of the agreements
(a) prohibit the payment of dividends, (b) limit capital expenditures, (c) limit
the amount of debt the Company may incur, (d) prohibit the Company from engaging
in mergers and acquisitions without prior approval, (e) require the Company to
maintain and assign as additional collateral key man life insurance on its chief
executive officer in the amount of $5.0 million, (f) prohibit termination of the
chief executive officer's employment for any reason other than death or
disability and prohibit any material amendment to his employment contract and
(g) require notice if the Company's principal stockholder (who is also its chief
executive officer) ceases to own at least 40% of the Company's outstanding
common stock. At July 31, 1998, the Company was in compliance with all of the
requirements of its consignment agreements.


NOTE 3 - NOTES PAYABLE

         The Company has a revolving credit facility with Bank of America, NT &
SA under which the maximum credit availability varies seasonally from $20.0
million to $35.0 million and may not exceed the lesser of the credit line, as
seasonally adjusted, or 80% of eligible accounts receivable minus a reserve
amount, as provided for under the credit facility. No advances were outstanding
under the credit facility at July 31, 1998 or January 30, 1998. The revolving
credit agreement expires November 1, 1998. The Company is currently negotiating
the renewal of the revolving credit agreement. For further information regarding
the Company's revolving credit facilities, see the Company's January 30, 1998,
audited consolidated financial statements.


NOTE 4 - NEW ACCOUNTING STANDARDS

         At the beginning of fiscal 1999, the Company adopted Statement of
Financial Accounting Standard No. 130 " Reporting Comprehensive Income", ("SFAS
130"). SFAS 130 established standards for the reporting and disclosure of the
components of comprehensive income in the financial statements. Comprehensive
income includes all changes in equity during a period except those resulting
from investments by and distributions to the Company's shareholders. The
adoption had no effect on the Company's consolidated results of operations,
financial position or cash flows. The Company's comprehensive income equals net
income for each of the twenty-six week periods ended July 31, 1998 and August 1,
1997.

         In 1997, the Financial Accounting Standards Board issued Statement No.
131, "Disclosures About Segments of an Enterprise and Related Information"
("SFAS 131"), which is required to be adopted for the Company's fiscal year
ending January 29, 1999. SFAS 130 requires that certain financial information
regarding operating segments be publicly reported on the same basis as used
internally by management to evaluate segment performance. The adoption of SFAS
131 will have no impact on the Company's consolidated results of operations,
financial position or cash flows.



                                      -6-



<PAGE>   9
         In June 1998, the Financial Accounting Standards Board issued Statement
No. 133, "Accounting for Derivatives and Hedging Activities" ("SFAS 133"), which
is required to be adopted in fiscal years beginning after June 15, 1999. SFAS
133 requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. Additionally, SFAS 133 defines the accounting for changes in the
fair value of the derivatives depending on the intended use of the derivative.
The impact of SFAS 133 on the Company's financial statements will depend on a
variety of factors, including, the extent of the Company's hedging activities,
the types of hedging instruments used and the effectiveness of such instruments.
The Company has not yet determined what the effect of adoption of SFAS 133 will
be on the earnings and financial position of the Company.







                                      -7-



<PAGE>   10



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

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

GENERAL

         The Company's business, and the jewelry business in general, is highly
seasonal. The third and fourth quarters of the Company's fiscal year, which
include the Christmas shopping season, historically have accounted for
approximately 60% of the Company's annual net sales and a somewhat higher
percentage of the Company's income before taxes. While the fourth quarter
generally produces the strongest results, the relative strengths of the third
and fourth quarters are subject to variation from year to year based on a number
of factors, including the purchasing patterns of the Company's customers. The
seasonality of the Company's business places a significant demand on working
capital resources to provide for a build up of inventory in the third quarter
(which is primarily satisfied by an increase in the amount of gold held under
consignment) and in turn has led to a seasonal build up in customer receivables
in the fourth quarter that must be funded by increased borrowings. Consequently,
the results of second quarter operations are not necessarily indicative of the
Company's performance for an entire year.

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

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

         The Company entered into the premium cigar business during fiscal 1998.
In February 1998, sales of cigar products began. In June 1998, the Company's
flagship cigar store opened on Rodeo Drive in Beverly Hills, California. Net
loss from cigar operations for the thirteen and twenty-six week periods
ended July 31, 1998, totaled $298,000 and $546,000, respectively.


RESULTS OF OPERATIONS

         The following table sets forth, for the periods indicated, the
percentage of net sales represented by certain items included in the
consolidated statements of income.

                                      -8-
<PAGE>   11


<TABLE>
<CAPTION>

                                                     AS A PERCENTAGE  OF NET SALES      
                                                     -----------------------------      
                                            THIRTEEN WEEKS ENDED       TWENTY-SIX WEEKS ENDED
                                           JULY 31,    AUGUST 1,      JULY 31,    AUGUST 1,
                                             1998         1997          1998         1997
                                           -------       ------        ------       ------
<S>                                        <C>       <C>              <C>         <C>   
Net sales                                    100.0%       100.0%        100.0%       100.0%
Cost of goods sold                            76.5         79.6          77.2         80.3
                                           -------       ------        ------       ------
Gross profit                                  23.5         20.4          22.8         19.7
Selling, general and administrative,
  and other expenses                          22.5         22.2          19.2         19.3
                                           -------       ------        ------       ------
Operating income (loss)                        1.0         (1.8)          3.6          0.4
Interest expense                               1.0          1.3           1.0          1.3
                                           -------       ------        ------       ------
Income (loss) before income taxes             --           (3.1)          2.6         (0.9)
Provision (benefit) for income taxes          --           (1.4)          1.0         (0.4)
                                           -------       ------        ------       ------
Net income (loss)                             --  %        (1.7)%         1.6%        (0.5)%
                                           =======       ======        ======       ======
</TABLE>



THIRTEEN WEEKS ENDED JULY 31, 1998 COMPARED TO THIRTEEN WEEKS ENDED AUGUST 1,
1997.

         Net sales for the thirteen weeks ended July 31, 1998 increased by $1.8
million, or 6.7%, from the comparable period of the prior year. This increase
was primarily attributable to an increase in the amount of gold jewelry (by
weight) sold offset by decreases in sales prices due to a reduction in the
average market price of gold. The Company attributes the volume increase to
increased demand from certain customers and to additional sales from customers
obtained as a result of the acquisition of Jerry Prince, Inc. in October 1997.

         Gross profit for the thirteen weeks ended July 31, 1998 increased by
$1.3 million, or 22.8%, from the comparable period of the prior year. As a
percentage of net sales, gross profit increased from 20.4% for the thirteen
weeks ended August 1, 1997, to 23.5% for the current period. In the thirteen
weeks ended July 31, 1998, there was a decrease in the cost of sales of
$201,000, which was primarily attributable to a LIFO reserve adjustment of
$554,000 offset by a $353,000 decrease in the carrying value of inventory due to
gold price fluctuations. In the thirteen weeks ended August 1, 1997, there was a
decrease in cost of sales of $22,000, which was primarily attributable to a LIFO
reserve adjustment of $88,000 offset by a $66,000 decrease in the carrying value
of inventory due to gold price fluctuations. Absent these factors, the gross
profit margin in the thirteen weeks ended July 31, 1998 and August 1, 1997 would
have been 22.9% and 20.4%, respectively. The increase on a comparable basis was
due to changes in sales product mix. The gold prices used to cost inventory at
July 31, 1998, May 1, 1998, August 1, 1997 and May 2, 1997 were $288.85,
$306.90, $324.10 and $339.65, respectively.

         Selling, general and administrative, and other expenses include bad
debt expense, depreciation and amortization expense, and other income or other
expense, in addition to selling, general and administrative expenses. Selling,
general and administrative, and other expenses for the thirteen weeks ended July
31, 1998 increased by $504,000, or 8.2%, from the comparable period of the prior
year. The increase in the amount of selling, general and administrative, and
other expenses is attributable to increased personnel costs of $518,000 and
increased selling and product expense of $251,000. These increases in expense
were offset by a decrease in bad debt 


                                      -9-


<PAGE>   12

expense of $150,000 and an increase in other income of $198,000. Selling,
general and administrative, and other expenses for the quarter ended July 31,
1998, includes approximately $322,000 of expense from the Company's cigar
operations.

         Interest expense for the thirteen weeks ended July 31, 1998 decreased
approximately $67,000, or 18.0%, from the comparable period of the prior year.
Interest expense declined due to reduced borrowings under mortgage and gold
consignment agreements.

         The effective tax rate in the thirteen weeks ended July 31, 1998 was
39%, compared to a 45.1% tax benefit rate in the comparable period of the prior
year.

TWENTY-SIX WEEKS ENDED JULY 31, 1998 COMPARED TO TWENTY-SIX WEEKS ENDED AUGUST
1, 1997.

         Net sales for the twenty-six weeks ended July 31, 1998 increased by
$11.7 million, or 19.4%, from the comparable period of the prior year. This
increase was primarily attributable to an increase in the amount of gold jewelry
(by weight) sold offset by decreases in sales prices due to a reduction in the
average market price of gold. The Company attributes the volume increase to
increased demand from certain customers and to additional sales from customers
obtained as a result of the acquisition of Jerry Prince, Inc. in October 1997.

         Gross profit for the twenty-six weeks ended July 31, 1998 increased by
$4.5 million, or 38.2%, from the comparable period of the prior year. As a
percentage of net sales, gross profit increased from 19.7% for the twenty-six
weeks ended August 1, 1997, to 22.8% for the current period. In the twenty-six
weeks ended July 31, 1998, there was a decrease in the cost of sales of
$443,000, which was primarily attributable to a LIFO reserve adjustment of
$756,000 offset by a $313,000 decrease in the carrying value of inventory due to
gold price fluctuations. In the twenty-six weeks ended August 1, 1997, there was
a decrease in cost of sales of $35,000, which was primarily attributable to a
LIFO reserve adjustment of $126,000 offset by a $91,000 decrease in the carrying
value of inventory due to gold price fluctuations. Absent these factors, the
gross profit margin in the twenty-six week periods ended July 31, 1998 and
August 1, 1997 would have been 22.2% and 19.6%, respectively. The increase on a
comparable basis was due to changes in sales product mix. The gold prices used
to cost inventory at July 31, 1998, January 30, 1998, August 1, 1997 and January
31, 1997 were $288.85, $304.85, $324.10, and $345.50, respectively.

         Selling, general and administrative, and other expenses include bad
debt expense, depreciation and amortization expense, and other income or other
expense, in addition to selling, general and administrative expenses. Selling,
general and administrative, and other expenses for the twenty-six weeks ended
July 31, 1998 increased by $2.1 million, or 18.2%, from the comparable period of
the prior year. The increase in the amount of selling, general and
administrative, and other expenses is primarily attributable to increased
selling and product expense of $1.1 million and increased personnel costs of
$1.0 million. These increases in expense were offset by an increase in other
income of $518,000. Selling, general and administrative and other expenses for
the six months ended July 31, 1998, includes approximately $638,000 of expense
from the Company's cigar operations.



                                      -10-


<PAGE>   13

         Interest expense for the twenty-six weeks ended July 31, 1998 decreased
approximately $72,000, or 9.0%, from the comparable period of the prior year.
Interest expense declined due to reduced borrowings under mortgage and gold
consignment agreements.

         The effective tax rate in the twenty-six weeks ended July 31, 1998 was
39%, compared to a 45.1% tax benefit rate in the comparable period of the prior
year.


LIQUIDITY AND CAPITAL RESOURCES

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

         A substantial portion of the Company's gold supply needs have been
satisfied through gold consignment arrangements with various banks and bullion
dealers. Under the consignment arrangements, the Company may defer the purchase
of gold used in the manufacturing process and held in inventory until the time
of sale of finished goods to customers. Financing costs under the consignment
arrangements currently are approximately 3% per annum of the market value of the
gold held under consignment, computed daily. The gold consignment agreements
contain covenants restricting the amount of consigned gold the Company may
reconsign or otherwise have outside its possession at any one time. The
aggregate amount of gold that the Company may acquire under its consignment
arrangements was approximately 285,000 ounces at July 31, 1998 and is subject to
fluctuations based on changes in the market value of gold. At July 31, 1998, the
Company held approximately 192,700 ounces of gold on consignment.

         The Company's revolving credit facility with Bank of America NT & SA
expires November 1, 1998. The credit facility provides for borrowings within
limits which vary seasonally from $20.0 million to $35.0 million and are subject
to the lesser of the credit line, as seasonally adjusted, or 80% of eligible
accounts receivable minus a reserve amount as provided for under the credit
facility. The Company is currently negotiating renewal of the revolving credit
facility.

         For further information regarding the Company's gold consignment
agreements and revolving credit facilities, see Notes to Consolidated Financial
Statements and the Company's January 30, 1998, audited consolidated financial
statements.

         Net accounts receivable decreased from $19.6 million at January 30,
1998 to $13.0 million at July 31, 1998. The decrease in net accounts receivable
results primarily from seasonal fluctuations in sales. The allowance for returns
and doubtful accounts decreased from $10.8 million at January 30, 1998 to $8.1
million at July 31, 1998. The decrease in the amount of the allowance at July
31, 1998 is primarily attributable to seasonal adjustments in the reserve for
returns.

         Inventories increased from $12.8 million at January 30, 1998 to $19.1
million at July 31, 1998. This increase is primarily attributable to the
seasonal build up of jewelry and tobacco inventories of approximately $5.4
million and $871,000, respectively. At July 31, 1998, a substantial portion of
the gold included in the Company's finished goods and work in process 


                                      -11-


<PAGE>   14
consisted of gold acquired pursuant to the Company's consignment program.
Consigned gold is not included in inventory.

         Accounts payable decreased from $7.4 million at January 30, 1998 to
$6.0 million at July 31, 1998. This decrease is primarily attributable to
seasonal gold purchases and the timing of payments. Accrued expenses decreased
from $8.9 million at January 30, 1998 to $6.8 million at July 31, 1998. This
decrease primarily results from reduced amounts accrued for payroll, cooperative
advertising, and gold price adjustments due to the timing of payments thereon.

         The Company expects to incur capital expenditures related to its
jewelry business of approximately $500,000 during the balance of fiscal 1999,
principally for improvement of manufacturing facilities and the purchase of
manufacturing and computer equipment. The Company believes that funds generated
from operations, the gold consignment program and the borrowing capacity under
its revolving credit facility, which is currently being re-negotiated, will be
sufficient to finance its working capital and capital expenditure requirements
for at least the next 12 months.

OTHER
         The Company is currently working to resolve the potential impact of the
year 2000 on the processing of date-sensitive information by the Company's
computerized information systems. The year 2000 issue exists because many
computer systems and applications currently utilize two-digit date fields,
rather than four-digit date fields, to define the applicable year. When the
millenium date change occurs, date-sensitive systems will recognize the year
2000 as the year 1900, or not all. This inability to recognize or properly treat
the year 2000 may result in system failures or cause systems to process critical
financial and operational information incorrectly. For information regarding the
Company's plans for resolving the year 2000 computer issue, please refer to
"Other Matters" contained in Item 1, "Business", of the Company's Form 10-K for
the fiscal year ended January 30, 1998. The Company does not expect that the
costs of addressing potential problems relating to the year 2000 issue will have
a material adverse impact on the Company's financial position, results of
operations or cash flows in future periods.



                                      -12-
<PAGE>   15



PART II - OTHER INFORMATION


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

         The Annual Meeting of Stockholders of the Company was held on June 23,
1998. At the Annual Meeting, Guy Benhamou, David Rousso, Bertram K. Massing,
Ronald A. Katz and Shiu Shao were elected as directors of the Company. Of the
6,066,912 shares of common stock represented in person or by proxy at the Annual
Meeting, Messrs. Benhamou, Rousso, Massing, Katz, and Shao each received
6,064,162 votes in favor of election.

         At the Annual meeting, Stockholders approved the proposal to adopt the
OroAmerica, Inc. 1998 Incentive Stock Option Plan. This proposal received
4,265,013 votes for approval and 844,900 votes against approval, with 3,400
votes abstaining.

         At the Annual Meeting, the stockholders also approved the proposal to
ratify the selection of PRICEWATERHOUSECOOPERS LLP as independent accountants
for fiscal 1999, such proposal receiving 6,065,912 votes for approval and 1,000
votes against approval.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits:

         27       Financial Data Schedule.

(b)      Reports on Form 8-K:

         On June 25, 1998, the Company filed a report on Form 8-K disclosing,
         under Item 5, that OroAmerica, Inc. had issued a press release on June
         24, 1998, announcing its purchase of Eclipse Design, Inc.



                                      -13-
<PAGE>   16




                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




OROAMERICA, INC.




Date:    September 4, 1998         By: SHIU SHAO
         -----------------             --------------------------------
                                       SHIU SHAO, Director,  Vice President
                                       and Chief Financial Officer




Date:    September 4, 1998         By: BETTY SOU
         -----------------             --------------------------------
                                       BETTY SOU, Controller



                                      -14-