<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 May 4, 2001.


[ ]      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
         of incorporation or                                Identification  No.)
         organization)

         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                                          June 13, 2001
         -----                                    -------------------------
         Common Stock, $.001 par value                   5,294,598

<PAGE>   2




                                OROAMERICA, INC.
                           REPORT ON FORM 10-Q FOR THE
                            QUARTER ENDED May 4, 2001


                                TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                                                                                    Page

<S>                                                                                                 <C>
         Item 1.           FINANCIAL STATEMENTS
                           Consolidated Balance Sheets ...........................................     1
                           Consolidated Statements of Income .....................................     2
                           Consolidated Statements of Cash Flows .................................     3
                           Notes to Condensed Consolidated Financial Statements...................     4

         Item 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                           CONDITION AND RESULTS OF OPERATIONS ...................................     7


PART II - OTHER INFORMATION

         Items 1 through  5.  Not Applicable

         Item 6.  Exhibits and Reports on Form 8-K ...............................................     11


SIGNATURES  ......................................................................................     12
</TABLE>


<PAGE>   3




PART I - Financial Information
Item 1.  Financial Statements

                                OROAMERICA, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                     May 4,              February 2,
(Dollars in thousands, except share amounts)                                           2001                     2001
---------------------------------------------------------------------------------------------------------------------
                                                                                 (Unaudited)
<S>                                                                               <C>                      <C>
ASSETS
Current assets:
    Cash and cash equivalents                                                      $ 36,044                 $ 35,331
    Accounts receivable less allowance for returns
        and doubtful accounts of $9,621 and $12,627                                  20,683                   20,385
    Other accounts and notes receivable                                                 651                      487
    Inventories                                                                      11,973                   12,305
    Deferred income taxes                                                             3,485                    3,485
    Prepaid items and other current assets                                            1,550                      447
    Assets available for sale                                                            80                       80
                                                                                   --------                 --------
        Total current assets                                                         74,466                   72,520
Property and equipment, net                                                          13,222                   13,668
Goodwill and other intangible assets, net                                             3,853                    3,968
Patents, net                                                                          3,586                    3,708
Other assets                                                                            530                      531
                                                                                   --------                 --------
                                                                                   $ 95,657                 $ 94,395
                                                                                   ========                 ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Accounts payable                                                               $ 11,709                 $  8,868
    Income taxes payable                                                              1,677                    1,483
    Accrued expenses                                                                  7,347                    9,594
                                                                                   --------                 --------
        Current and total liabilities                                                20,733                   19,945
                                                                                   --------                 --------
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; 6,370,878 shares issued at May 4, 2001 and
        February 2, 2001                                                                  6                        6
    Paid-in capital                                                                  43,574                   43,574
    Accumulated other comprehensive loss                                                (83)                     (83)
    Note receivable from stock sale                                                    (190)                    (190)
    Treasury stock, 1,076,280 shares May 4, 2001 and
        February 2, 2001                                                             (7,792)                  (7,792)
    Retained earnings                                                                39,409                   38,935
                                                                                   --------                 --------
         Total stockholders' equity                                                  74,924                   74,450
                                                                                   --------                 --------
                                                                                   $ 95,657                 $ 94,395
                                                                                   ========                 ========

</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                       1
<PAGE>   4




                                OROAMERICA, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
               Thirteen Weeks Ended May 4, 2001 and April 28, 2000
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                  May 4,                   April 28,
(Dollars in thousands, except per share amounts)                                   2001                        2000
---------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                         <C>
Net sales                                                                    $    37,890                 $    37,660
Cost of goods sold, exclusive of depreciation                                     30,768                      30,902
                                                                             -----------                 -----------
Gross profit                                                                       7,122                       6,758
                                                                             -----------                 -----------

Selling, general and administrative expense                                        5,497                       4,709
Depreciation and amortization expense                                                813                         890
Interest expense                                                                     486                         400
Other income                                                                        (415)                       (385)
                                                                             -----------                 -----------
Total expense                                                                      6,381                       5,614
                                                                             -----------                 -----------

Income before income taxes                                                           741                       1,144
Provision for income taxes                                                           281                         423
                                                                             -----------                 -----------
Net income from continuing operations                                                460                         721
Net income from discontinued operations                                               14                          10
                                                                             -----------                 -----------
Net income                                                                   $       474                 $       731
                                                                             ===========                 ===========

Basic net income per share
         Net income from continuing operations                               $      0.09                 $      0.12
         Net income from discontinued operations                                    0.00                        0.00
                                                                             -----------                 -----------
         Net income per share                                                $      0.09                 $      0.12
                                                                             ===========                 ===========

Diluted net income per share
         Net income from continuing operations                               $      0.09                 $      0.12
         Net income from discontinued operations                                    0.00                        0.00
                                                                             -----------                 -----------
         Net income per share                                                $      0.09                 $      0.12
                                                                             ===========                 ===========


Weighted average shares outstanding                                            5,294,598                   5,826,131
Dilutive effect of stock options                                                 179,996                      26,170
                                                                             -----------                 -----------
Weighted average shares outstanding assuming dilution                          5,474,594                   5,852,301
                                                                             ===========                 ===========

</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                       2
<PAGE>   5



                                OROAMERICA, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                             For the Thirteen Weeks Ended
                                                                                              May 4,             April 28,
(Dollars in thousands)                                                                         2001                  2000
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                                                             $    474               $    731
    Less income from discontinued operations                                                     14                     10
                                                                                           --------               --------
    Net income from continuing operations                                                       460                    721
    Adjustments to reconcile net income from continuing operations
       to net cash provided by (used in) continuing operations:
         Depreciation and amortization                                                          813                    890
         Provision for losses on accounts receivable                                             65                     61
         Provision for estimated returns                                                     (3,577)                (3,032)
         Loss on sale of property                                                              --                        1
    Change in assets and liabilities:
         Accounts receivable                                                                  3,214                 (2,314)
         Other accounts and notes receivable                                                   (191)                   521
         Inventories                                                                            332                  2,440
         Prepaid income taxes and income taxes payable                                         (536)                   362
         Prepaid items and other current assets                                                (372)                  (419)
         Accounts payable, accrued expenses and deferred liabilities                            597                  1,498
                                                                                           --------               --------
              Net cash provided by operating activities
              of continuing operations                                                          805                    729
                                                                                           --------               --------

CASH FLOWS FROM INVESTING ACTIVITIES:
         Capital expenditures                                                                  (133)                  (224)
         Proceeds from sale of property                                                        --                       10
                                                                                           --------               --------
              Net cash used in investing activities of
                  continuing operations                                                        (133)                  (214)
                                                                                           --------               --------

CASH FLOWS FROM FINANCING ACTIVITIES:
         Purchase of treasury stock                                                            --                     (618)
         Issuance of common stock                                                              --                       10
                                                                                           --------               --------
              Net cash used in financing activities
                  of continuing operations                                                     --                     (608)
                                                                                           --------               --------

CASH PROVIDED BY (USED IN) DISCONTINUED OPERATIONS                                               41                    (15)

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                                713                   (108)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                             35,331                 26,923
                                                                                           --------               --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                 $ 36,044               $ 26,815
                                                                                           ========               ========

Supplemental disclosure of cash flow information:
         Interest paid                                                                     $    411               $    456
         Income taxes paid                                                                 $    827               $     53


</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                       3
<PAGE>   6




                                OROAMERICA, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - BASIS OF PRESENTATION

     The condensed consolidated financial statements of OroAmerica, Inc., a
Delaware corporation (the "Company"), 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 week periods ended May 4, 2001 and April 28, 2000. 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 condensed
consolidated statements be read in conjunction with the consolidated financial
statements and notes thereto included in the Company's February 2, 2001 audited
consolidated financial statements. The results of operations for the
thirteen-week period ended May 4, 2001 are not necessarily indicative of the
results for a full year.

Net income per share

     Basic net income per share excludes all dilution and is computed by
dividing net income by the weighted-average number of common shares outstanding.
Diluted earnings 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. Diluted net income per share includes the dilutive effect of
stock options.

New Accounting Standard Adopted

     The Company adopted the Statement of Financial Accounting Standards No.
133, "Accounting for derivative and hedging activities" ("SFAS 133") in the
first quarter of fiscal 2002. SFAS 133 requires the Company to recognize all
derivatives on the balance sheet at fair value. Derivatives that are not hedges
must be adjusted to fair value through income. If the derivative is a hedge,
depending on the nature of the hedge, changes in the fair value of derivatives
will either be offset against the change in fair value of the hedged assets,
liabilities or firm commitments through earnings or recognized in other
comprehensive income until the hedged item is recognized in earnings. The
ineffective portion of a derivative's change in fair value will be immediately
recognized in earnings. The adoption of SFAS 133 did not have a material impact
on the earnings and financial position of the Company.

NOTE 2 - INVENTORIES

     Inventories consist of the following (in thousands, except per ounce data):

<TABLE>
<CAPTION>

                                                                             May 4,             February 2,
                                                                              2001                    2001
                                                                       ------------          --------------
                                                                       (Unaudited)
          <S>                                                          <C>                   <C>
         Gold and other raw materials                                  $      2,707          $       2,712
         Manufacturing costs and other                                        9,750                 10,267
                                                                       ------------          -------------
         Jewelry inventories                                                 12,457                 12,979
         LIFO cost less than FIFO cost                                          (84)                  (274)
         Allowance for vendor advances                                         (400)                  (400)
                                                                       ------------          -------------
                                                                       $     11,973          $      12,305
                                                                       ============          =============

         Gold price per ounce                                          $     266.60          $      266.70
                                                                       ============          =============

</TABLE>



                                       4
<PAGE>   7



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

     The Company has several consignment agreements with gold consignors
providing for a maximum aggregate consignment of 335,000 fine troy ounces. In
accordance with the consignment agreements, title remains with the gold
consignors until the consigned gold is purchased by the Company.

     At May 4, 2001 and February 2, 2001, the Company held approximately 180,400
and 191,800 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 dollar equivalent of
ounces outstanding, computed based on the Second London Gold Fixing, as defined
in the gold consignment 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) 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 (f) 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 May 4, 2001, the Company was in compliance with all of the requirements of
its consignment agreements.

NOTE 3 - NOTES PAYABLE

     The Company has a $10 million revolving credit facility with Bank of
America, NT & SA which expires August 1, 2001. Available borrowings may not
exceed the lesser of $10 million or 75% of eligible accounts receivable minus a
reserve amount, as provided for under the credit facility. Advances under the
credit facility bear interest at the lender's prime rate minus 0.25%, or, at the
Company's option, at short-term fixed rates or rates determined by reference to
offshore interbank market rates plus 1.75%. No short-term advances were
outstanding at May 4, 2001 or February 2, 2001. The revolving credit facility
also provides for the issuance of banker's acceptances and for the issuance of
letters of credit in an aggregate amount not to exceed $2.5 million at any one
time. Banker's acceptances bear interest at a rate based on the bank's
prevailing discount rate at the time of issuance plus 1.75%. No banker's
acceptances were outstanding as of May 4, 2001 or February 2, 2001. Stand-by
letters of credit outstanding at May 4, 2001 and at February 2, 2001 totaled
$500,000 and $1,000,000, respectively.

     Amounts outstanding under the Bank of America credit agreement are secured
by substantially all of the Company's assets; the Company's gold consignors also
have security interests in these assets, and all of the consignors and Bank of
America are parties to a collateral sharing agreement. The revolving credit
agreement contains substantially the same covenants and other requirements as
are contained in the Company's gold consignment agreements (Note 2). At May 4,
2001, the Company was in compliance with all of the requirements of the
revolving credit agreement.





                                       5
<PAGE>   8



Note 4 - PROPOSED MERGER WITH AURAFIN

     The Company has entered into an Agreement and Plan of Merger dated as of
April 24, 2001 (the "Merger Agreement") with Aurafin LLC, a Delaware limited
liability company ("Aurafin"), and Aurafin-OroAmerica LLC, formerly known as
Bentley Acquisition LLC, a Delaware limited liability company and wholly owned
subsidiary of Aurafin (the "Subsidiary").

     Under the terms of the Merger Agreement, the Company will be merged with
and into the Subsidiary, and the separate corporate existence of the Company
will thereupon cease. Each share of common stock of the Company that is issued
and outstanding immediately before the date and time when the merger becomes
effective will be converted into and represent the right to receive $14.00 in
cash. The $14.00 per share price is subject to reduction to the extent the total
professional fees and expenses paid by the Company in the merger exceeds $1.5
million. The merger is contingent upon Aurafin's consummating financing for the
merger price and for the credit and capital needs of the combined companies,
clearance under the Hart Scott Rodino Antitrust Improvements Act of 1976 (which
has been received), approval by a majority of the Company's stockholders, and
other customary conditions for a transaction of this type. The Merger Agreement
provides for the Company to call a special meeting of its stockholders to vote
on the proposed merger as soon as practicable. This special meeting is scheduled
to take place on June 19, 2001, in Beverly Hills, California.

     In conjunction with the Merger Agreement, the Company also entered into an
Escrow Agreement with Aurafin and Wells Fargo Bank Minnesota, National
Association, dated as of April 24, 2001, pursuant to which Aurafin placed $3
million in an escrow account for the purpose of ensuring payment of the
termination fee, if any, payable by Aurafin to the Company as provided in the
Merger Agreement. In addition, Guy Benhamou, a director, officer and majority
owner of the common stock of the Company, and Aurafin entered into a Voting
Agreement dated as of April 24, 2001, pursuant to which Mr. Benhamou agreed to
vote his shares in favor of the adoption of the Merger Agreement at the special
meeting of the stockholders. Mr. Benhamou will also enter into a non-competition
agreement with Aurafin as of the closing of the Merger.




                                       6
<PAGE>   9



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. Historically, the third and fourth quarters of the Company's fiscal
year, which include the Christmas shopping season, 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 third and fourth
quarters generally produce 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 buildup 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 buildup in customer receivables
in the fourth quarter that must be funded by increased borrowings. Consequently,
the results of first quarter operations are not necessarily indicative of the
Company's performance for an entire year.

     Prices for the Company's jewelry products generally are determined by
reference to the current market price of gold. Consequently, the Company's sales
could be affected by 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.

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.



                                       7
<PAGE>   10


<TABLE>
<CAPTION>

                                                As a Percentage of Net Sales
                                                ----------------------------
                                                   Thirteen Weeks Ended

                                                    May 4,      April 28,
                                                     2001           2000
                                                  -------        -------
<S>                                                 <C>            <C>
Net sales                                           100.0%         100.0%
Cost of goods sold                                   81.2           82.1
                                                    -----          -----
     Gross profit                                    18.8           17.9
                                                    -----          -----

Selling, general and administrative expenses         14.5           12.4
Depreciation and amortization expense                 2.1            2.4
Interest expense                                      1.3            1.1
Other income                                         (1.1)          (1.0)
                                                    -----          -----
     Total expenses                                  16.8           14.9
                                                    -----          -----

Income from continuing operations
     before income taxes                              2.0            3.0
Provision for income taxes                            0.8            1.1
                                                    -----          -----
Net income from continuing operations                 1.2            1.9
Net income from discontinued operations               0.0            0.0
                                                    -----          -----
Net income                                            1.3%           1.9%
                                                    =====          =====
</TABLE>


THIRTEEN WEEKS ENDED MAY 4, 2001 COMPARED TO THIRTEEN WEEKS ENDED APRIL 28, 2000

     Net sales for the thirteen weeks ended May 4, 2001 increased by $230,000,
or 0.6%, from the comparable period of the prior year.

     Gross profit for the thirteen-week period ended May 4, 2001 increased by
$364,000, or 5.4%, from the comparable period of the prior year. As a percentage
of net sales, gross profit increased from 17.9% for the thirteen-week period
ended April 28, 2000, to 18.8% for the current period. Excluding the effects of
gold price fluctuations and LIFO reserve adjustments on the cost of goods sold,
the gross margin for the thirteen-week periods ended May 4, 2001 and April 28,
2000 would have been 18.3% and 18.0% of sales, respectively. The increase on a
comparable basis was due to changes in sales product mix. The gold prices used
to cost inventory at February 2, 2001, May 4, 2001, January 28, 2000 and April
28, 2000, were $266.70, $266.60, $286.75 and $275.05, respectively.

     Selling, general and administrative expenses for the thirteen weeks ended
May 4, 2001, increased by $788,000, or 16.7%, from the comparable period of the
prior year. As a percentage of net sales, these expenses increased from 12.4% in
the thirteen weeks ended April 28, 2000, to 14.5% in the thirteen weeks ended
May 4, 2001. The increase in the dollar amount of selling, general and
administrative expenses is primarily attributable to increased personnel costs
of $365,000 and increased professional expenses of $323,000. Personnel costs
have increased primarily due to expanded product development activities,
including those related to the Company's Jeweler Country division, and annual
salary and wage increases. Professional services have increased due to expanded
use of accounting and legal consultants in connection with the proposed merger
with Aurafin, Inc. and with certain ongoing litigation.

     Depreciation and amortization expense for the thirteen weeks ended May 4,
2001, decreased by $77,000, or 8.7%, from the comparable period of the prior
year. As a percentage of net sales, these expenses decreased from 2.4% in the
thirteen weeks ended April 28, 2000, to 2.1% for the current period.

     Interest expense for the thirteen weeks ended May 4, 2001, increased by
$86,000, or 21.5%, from the comparable period of the prior year. As a percentage
of net sales, these expenses increased from 1.1% in the


                                       8
<PAGE>   11


thirteen weeks ended April 28, 2000, to 1.3% for the current period. This
increase is primarily attributable to expanded borrowing under consignment
agreements.

     Other income for the thirteen weeks ended May 4, 2000 increased by $30,000,
or 7.8%. As a percentage of net sales, this income increased from 1.0% in the
thirteen weeks ended April 28, 2000, to 1.1% for the current period.

     The effective tax rate in the thirteen weeks ended May 4, 2001 was 38.0% as
compared to 37.0% 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 335,000 ounces at May 4, 2001 and is
subject to fluctuations based on changes in the market value of gold. As of May
4, 2001, the Company held approximately 180,400 ounces of gold on consignment.

     The Company has a $10 million revolving credit facility with Bank of
America NT & SA, which expires August 1, 2001. Available borrowings may not
exceed the lessor of $10 million or 75% of eligible accounts receivable minus a
reserve amount, as provided for under the credit facility.

     For further information regarding the Company's gold consignment agreements
and revolving credit facilities, see Notes to Condensed Consolidated Financial
Statements.

     Net accounts receivable increased from $20.4 million at February 2, 2001 to
$20.7 million at May 4, 2001. The allowance for returns and doubtful accounts
decreased from $12.6 million at February 2, 2001 to $9.6 million at May 4, 2001.
The decrease in the amount of the allowance at May 4, 2001 is primarily
attributable to seasonal adjustments in the reserve for returns.

     Total inventories decreased from $12.3 million at February 2, 2001 to $12.0
million at May 4, 2001. The decrease is primarily attributable to the decrease
in the manufacturing cost component of the Company's jewelry inventories. At May
4, 2001, a substantial portion of the gold included in the Company's finished
goods and work-in-process consisted of gold acquired pursuant to the Company's
consignment program. Consigned gold is not included in inventory.

     Accounts payable increased from $8.9 million at February 2, 2001 to $11.7
million at May 4, 2001. This increase is primarily attributable to seasonal gold
purchases and the timing of payments thereon. Accrued expenses decreased from
$9.6 million at February 2, 2001 to $7.3 million at May 4, 2001. This decrease
is primarily due to the payment of payroll liabilities and decreased advertising
accruals.

     The Company incurred capital expenditures of approximately $133,000 for the
quarter ended May 4, 2001, principally related to computer equipment and


                                       9
<PAGE>   12


jewelry machinery. Subject to completion of the proposed merger with Aurafin,
the Company expects to incur capital expenditures of approximately $3.0 million
during the balance of fiscal 2002, principally for the acquisition of
computerized distribution systems, and 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 will be
sufficient to finance its working capital and capital expenditure requirements
for the next 12 months.




                                       10
<PAGE>   13


PART II - Other Information
Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits:

         None

(b)      Reports on Form 8-K:

         On May 1, 2001, the Company filed a Report on Form 8-K disclosing,
under Item 5, that the Company had entered into an Agreement and Plan of Merger
dated April 24, 2001 with Aurafin LLC, a Delaware limited liability company and
Bentley Acquisition LLC, a Delaware limited liability company and wholly owned
subsidiary of Aurafin. Subsequent to this Form 8-K filing, Bentley Acquisition
LLC changed its name to Aurafin-OroAmerica LLC.



                                       11
<PAGE>   14




                                   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:    June 13, 2001              By:  /s/ SHIU SHAO
         -------------                   ------------------------------------
                                         SHIU SHAO, Chief Operating Officer,
                                         Chief Financial Officer and
                                         Vice President



Date:    June 13, 2001              By:  /s/ BETTY SOU
         -------------                   ------------------------------------
                                         BETTY SOU, Controller



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