3
1999 10-k - Final Version

                            FORM 10-K

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549

        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934

           For the fiscal year ended December 31, 1999

                  Commission file number 1-3329

                    WILSON BROTHERS USA, INC.
     (Exact name of registrant as specified in its charter)

                   Illinois                                   36-
     1971260
                       (State          of          incorporation)
(I.R.S. Employer Identification Number)

   125 King Street, Suite 204
   Charleston, SC                                      29401
(Address        of       principal       executive        office)
(Zip Code)

Registrant's telephone number, including area code:   (843)  723-
8684

Securities  registered  pursuant to Section  12(b)  of  the  Act:
None.

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

             Common Stock, $1.00 par value per share
                        (Title of Class)

      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 "          No x

      Indicate  by check mark if disclosure of delinquent  filers
pursuant  to Item 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 of  this
Form 10-K. "

     There presently is no trading market for registrant's common
stock.   As  of  October 31, 2000 (the latest practicable  date),
there  were  9,578,000 shares of the registrant's  common  stock,
$1.00 par value per share, outstanding.

                    WILSON BROTHERS USA, INC.

                     Form 10-K Annual Report

                              INDEX
                                                             Page

PART I
  Item 1. Business                                              3
  Item 2. Properties                                            8
  Item 3. Legal Proceedings                                     9
  Item 4. Submission of Matters to a Vote of Security Holders   9

PART II
   Item  5.  Market  for Registrant's Common Equity  and  Related
Stockholder Matters                                             9
  Item 6. Selected Financial Data                              10
   Item  7.  Management's  Discussion and Analysis  of  Financial
Condition and Results
      of Operations                                            11
   Item  7A. Quantitative and Qualitative Disclosure About Market
Risk                                                           14
  Item 8. Financial Statements and Supplementary Data          15
   Item  9.  Changes  in  and Disagreements with  Accountants  on
Accounting and
       Financial Disclosure                                    40

PART III
  Item 10. Directors and Executive Officers of the Registrant  40
  Item 11. Executive Compensation                              41
   Item  12. Security Ownership of Certain Beneficial Owners  and
Management                                                     43
  Item 13. Certain Relationships and Related Transactions      44

PART IV
   Item  14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K                                                    45


                             PART I

     Information  set forth in this Annual Report  on  Form  10-K
contains various "forward looking statements" within the  meaning
of  Section  27A of the Securities Act of 1933, as  amended,  and
Section  21E of the Securities Exchange Act of 1934, as  amended.
Forward looking statements represent our judgment concerning  the
future  and  are  subject to risks and uncertainties  that  could
cause  our  actual  operating results and financial  position  to
differ  materially.   Such  forward  looking  statements  can  be
identified  by  the  use of forward looking terminology  such  as
"may,"  "will,"  "expect," "anticipate,"  "estimate,"  "believe,"
"continue,"  or  "target"  or  the  negative  thereof  or   other
variations thereof or comparable terminology.

      We caution you that any such forward looking statements are
further  qualified  by  important factors that  could  cause  our
actual  operating results to differ materially from those in  the
forward  looking  statements, including without  limitation,  our
dependence  on  certain  industries  and  customers,  the   risks
associated  with  acquisitions, development and commercialization
of  potential new products, competition, the Company's ability to
meet   the   cash  requirements,  dependence  on  key  personnel,
potential  effects of government regulation and  the  other  risk
factors described elsewhere in this report.

Item 1.   Business.

     General Development of Business

     Wilson  Brothers USA, Inc. was incorporated in  Illinois  in
1898.   Reference  herein to "the Company" includes  collectively
Wilson Brothers USA, Inc. and its subsidiaries unless the content
indicates  otherwise.  As of December 31, 1999, the  Company  had
three  wholly-owned subsidiaries, Numo Manufacturing Acquisition,
Inc. ("Numo"), Houze Glass Corporation ("Houze") and LM Plastics,
Inc.  ("LMP")  and the Company held a 75% ownership  interest  in
Houze  West  LLC ("Houze West").   As of December 31,  1999,  the
Company  also  has  a  41%  interest in BargainBuilder.com,  Inc.
("BB.com") which is accounted for under the equity method.    The
Company  had transferred all of the operations of LMP  and  Houze
West to Houze as of December 31, 1998.

     Numo and Houze operate in the specialty advertising business
and engage in the decoration of glass, ceramic and plastic items,
cloth  and  vinyl  bags, and foam products.  Their  products  are
primarily distributed throughout the United States through  sales
representatives.   BB.com  operates  in  the  building   products
business  and  engages in the sale of surplus  building  supplies
over the Internet.  The Company's principal executive offices are
located at 125 King Street, Suite 204, Charleston, SC 29401.

     The LMP Acquisition

     On  April 9, 1997, the Company entered into a stock purchase
agreement  with G&L Consultants, Inc. to purchase a 90% ownership
interest, represented by 171,000 shares of the outstanding common
stock  of  LMP,  a North Carolina corporation with its  principal
office  in  Shelby, North Carolina.  The purchase price  for  the
common  stock  consisted of the payment of $1,  plus  a  personal
indemnity  by  John H. Sanford, the Company's President,  to  G&L
Consultants, Inc. for the payment of a promissory note  from  LMP
to  a  bank  in  the original principal amount of  $70,000.   The
Company had the option to purchase at any time, or after 3  years
is  obliged to purchase at the request of G&L Consultants,  Inc.,
the  remaining 10% outstanding shares for the amount of  $10,450,
with  such  price increasing at an annual rate of  20%  for  each
month  after  April 9, 1997.  During 1998, the Company  purchased
the                                                     remaining
10% interest for $8,000.  The acquisition was accounted for using
the  purchase  method of accounting, of which the purchase  price
over  net  assets  acquired was insignificant.   In  1998,  LMP's
operations  were  transferred to Houze.   In  October  2000,  the
Company filed with the State of North Carolina to dissolve LMP.

     The NUMO Acquisition

     On  April  30,  1997,  Numo,  a  newly  formed  wholly-owned
subsidiary  of the Company, purchased certain assets and  assumed
certain  liabilities of Numo Manufacturing Company, Inc. and  its
wholly-owned   subsidiary  Diamond   Cap   Company,   Inc.   (the
"Sellers"),  each  of  which has principal offices  in  Mesquite,
Texas.   The aggregate purchase price for the acquired assets  of
both  companies and covenants not to compete given by the Sellers
and their shareholders, was $1,100,000 consisting of $45,000 paid
in  cash  and  the  execution and delivery  of  promissory  notes
("Purchase Notes") in the aggregate principal amount of  $855,000
and  $200,000  payable pursuant to non-compete  agreements.   The
Purchase   Notes  and  amounts  payable  under  the   non-compete
agreements  bear interest initially at the rate of 8%  per  annum
subject  to  adjustment on each April 1 and October 1,  with  the
first adjustment to occur on October 1, 1997.  On each adjustment
date (October 1 and April 1) the interest rate shall be increased
or  decreased (but not below 8% per annum or above 11% per annum)
by  an  amount equal to 50% of the difference between  the  prime
rate  published by The Wall Street Journal on the adjustment date
in  question  and  the  immediately  preceding  adjustment  date.
Principal  and interest payable on the Purchase Notes  and  under
the  non-compete agreements will be paid on the first day of each
January,  April, July and October, commencing on  July  1,  1997.
The  entire  unpaid principal balance on all such obligations  is
due and payable April 1, 2004.  The Purchase Notes are secured by
a  pledge  of  substantially  all of  the  acquired  assets.   In
addition,  payment  of the Purchase Notes is  guaranteed  by  the
Company.   Numo also entered into consulting agreements with  the
two  shareholders of the Sellers for a term of one year  pursuant
to  which Numo paid each of such consultants $225,000 on  May  1,
1997.

     In  order to finance the cash portion of the purchase  price
and  the  consulting fees paid at the time of  the  closing,  the
Company  borrowed  $550,000 from Blind John, LLC  ("Blind  John")
which  is  wholly-owned  by members of  the  family  of  John  H.
Sanford, the Company's President, of which Mr. Sanford is a  less
than  3% owner (the "Numo Acquisition Financing").  The loan bore
interest  at the annual rate of 10% and the outstanding principal
balance  was repaid in full, with interest on July 9, 1997.   The
Company  paid an origination fee to Blind John in the  amount  of
$3,500  and an additional loan origination fee in the  amount  of
$30,000  was  payable  on or before May  1,  1998.   In  lieu  of
receiving  payment  of  the $30,000 additional  origination  fee,
Blind  John  had the right to exercise an option to purchase  (1)
the  number of shares of common stock of the Company equal to  3%
of the Company's fully diluted shares of common stock at the time
of  such  election,  (2)  a cash fee of $10,000  and  2%  of  the
Company's  fully diluted shares of common stock at  the  time  of
such  election  or  (3)  a cash fee of  $20,000  and  1%  of  the
Company's  fully diluted shares of common stock at  the  time  of
such  election,  provided the Company has  sufficient  shares  of
common   stock  then  authorized  and  unissued  available   (the
"Financing  Option").   The  initial  expiration  date   of   the
Financing Option was May 1, 1998.  On April 16, 1998 and again on
April  5,  1999, the Company and Blind John agreed to extend  the
exercise  period to May 1, 1999 and April 5, 2000,  respectively.
On  December  8, 1999, Blind John exercised the Financing  Option
and  chose  to  receive shares in lieu of the $30,000  additional
origination fee.

     Numo  continues the pre-existing business activities of Numo
Manufacturing Company, Inc. and Diamond Cap Company, Inc. at  the
same  premises  in Mesquite, Texas for which it  entered  into  a
lease agreement with one of the selling entities for a term of  7
years  at  an  annual  base  rent of  $76,000.    Numo's  primary
business  activity is custom manufacturing, sewing and decorating
of            a            variety            of            cloth
and   vinyl   bags,  pocket  coolies  and  related   accessories.
Similarly  to  Houze  Glass Corporation, Numo's  sales  are  made
through  sales representatives and are generally for  advertising
specialties, premiums, souvenirs and the retail trade.

     The  acquisition was accounted for using the purchase method
of   accounting  and,  accordingly,  the  Company's  consolidated
financial statements include Numo's operations from the  date  of
acquisition.   The  aggregate amounts  paid  in  connection  with
consulting agreements of $450,000 are amortized over the terms of
such agreements, which is 12 months.  The $225,000 being paid for
covenants  not to compete is being amortized over  the  terms  of
those  agreements, which is 3 years.  The Company  allocated  the
remaining  excess  of  purchase price over net  assets  acquired,
which   is  approximately  $95,000  to  goodwill  that  is  being
amortized   over  20  years.   Acquisition  costs   incurred   in
connection   with  this  purchase  transaction  which   consisted
principally  of  professional  and  borrowing  fees,   were   not
material.

     Acquisition of Houze West

     On  November  12,  1997, the Company  formed  a  new  Nevada
limited-liability  company, Houze West, LLC  ("Houze  West").  In
January  1998, the Company sold a 25% interest to an unaffiliated
company,  Cactus  Enterprises,  LLC  for  $23,821.   House   West
maintained  its  manufacturing operations in  Henderson,  Nevada,
where  it entered into a lease agreement for approximately 15,000
square  feet of manufacturing facilities. Houze West operated  in
the  same  business  segment  as the Company,  primarily  in  the
decoration  of  mugs and glassware, and was a  manufacturing  and
sales  distribution  center  to the Company's  customers  in  the
western  United  States.   The Company made  an  initial  capital
contribution  to  Houze  West in the  amount  of  $36,000.   This
capital contribution was accounted for using the equity method of
accounting.  During 1998, the Houze West Nevada location was shut
down  and the operations were transferred to Houze.  The  Company
plans to dissolve Houze West.

     Bargain Building Products, LLC Transactions

     On  February  18, 1998, the Company formed a new subsidiary,
Surplus Salvage Supply, LLC, a Texas limited-liability company to
sell  surplus  building  supplies. During 1998,  Surplus  Salvage
Supply,  LLC  changed its name to Bargain Building Products,  LLC
("BBP").  On February 26, 1998, BBP purchased inventory and other
assets of B.J.'s Warehouse, a Texas company.  The purchase  price
was $150,000, of which $125,000 was paid in cash, and the balance
was  payable  in the form of a promissory note in the  amount  of
$25,000, over 24 months with interest calculated at 8% per annum.
In  1998,  the Company capitalized BBP in the amount of  $77,000,
and  made a demand loan in the amount of $49,000.  To finance the
capitalization  and  loan to BBP the Company  borrowed  $140,000,
including $60,000 from Combahee Partners, L.P., and $40,000  from
Counter Culture Coffee, a wholesale coffee company of which Brett
Smith,  a  member  of  the Company's Board of  Directors  is  the
principal owner.  These loans are payable on demand.

     On April 1, 1999 BBP and an unrelated entity, Super Surplus,
Inc.,  formed Bargain Building Products, Inc.  ("BBP,  Inc")   in
which  BBP owned a 90% interest.  BBP transferred its assets  and
liabilities  to  BBP, Inc.  No gain or loss was recorded  on  the
transaction.  On September 30, 1999 BBP was dissolved and its 90%
interest in BBP, Inc. was transferred to the Company.

     On  October  29, 1999 BB.com was formed by the  Company  and
other  parties,  including Board member,  Brett  Smith,  to  sell
surplus building supplies on the Internet.  The Company exchanged
its 90% interest in BBP, Inc. and assumed $152,000 in liabilities
from     BBP,     Inc.    for    407    shares     of     BB.com,
approximately  a  41% interest in BB.com.  No gain  or  loss  was
recognized on the exchange of the BBP, Inc. stock for the  BB.com
stock because the fair value of the BB.com stock received was not
determinable and the Company's investment in BBP, Inc.  had  been
written  off under the equity method of accounting due  to  prior
losses of the subsidiary.

     Industry Segments

     The  Company  presently operates primarily in  one  business
segment.

     Business

     The  Company is a holding company whose significant business
is   conducted   through  its  wholly-owned  subsidiaries,   Numo
Manufacturing   Acquisition,  Inc.,  Houze  Glass   Company,   LM
Plastics, Inc., and its 75% owned subsidiary Houze West LLC.  LMP
and  Houze  West operations are substantially discontinued.   All
subsidiaries  operate in the specialty advertising  business  and
engage  in  the  decoration of glass, ceramic and plastic  items,
cloth  and vinyl bags, and visor style caps.  Their products  are
primarily distributed throughout the United States through  sales
representatives.  As of December 31, 1999, the Company also had a
41%  interest in BargainBuilder.com, Inc., which operates in  the
building products business.

      As  of December 31, 1999, the Company had approximately 238
employees  of which 45 were salaried employees and the  remainder
were  hourly personnel.  The workers at Houze are represented  by
the  American  Flint Glass Workers Union under a  contract  which
expires  in  April 2003.  The employees at Numo are not  under  a
union  contract.   The Company believes its  relations  with  its
employees are satisfactory.

     Except  as  described below, patents, trademarks,  licenses,
franchises  and concessions are not material to the  business  of
the  Company.   Working capital requirements of the  Company  are
expected to be fulfilled from operating cash flow supplemented by
a  revolving  line  of  credit facility initially  arranged  with
Integra Bank/South on March 4, 1994 and extended on various dates
through maturity on March 31, 2001.  During the last three years,
the Company has not had any material expenditures for Company  or
customer  sponsored  research  and  development  activities.   No
single  customer  accounted for more than 10%  of  the  Company's
consolidated revenues in 1999.

     For  purposes of this discussion, the Company's business and
principal  operating segment is the decoration of glass,  ceramic
and  plastic items, cloth and vinyl bags and foam products, which
represented 100% of the Company's sales and 100% of the Company's
total assets in 1999 and 1997 and 95% of the Company's sales  and
total   assets   in   1998.   Sales  are   made   through   sales
representatives   and   are   generally   for   the   advertising
specialties, premiums, souvenirs and retail trade.  The Company's
business is highly competitive.  Custom imprinted items generally
lend more exposure per advertising dollar to customers because of
their frequency of use in the business atmosphere.  From time  to
time,  the  Company also obtains special contract  orders.   Such
special  contract orders do not necessarily occur each  year  and
there  were no significant contract orders in 1997, 1998 or 1999.
The  decorative specialty advertising products business is highly
competitive,  particularly  in  connection  with  items  such  as
tumblers, mugs and glasses.  The Company competes on the basis of
price,  quality,  design  and  customer  service.   Many  of  its
competitors   are  much  larger  companies,  with   far   greater
resources.    Competing  with  the  Company  in   the   specialty
advertising  products  business are  companies  such  as  Norwood
Promotional  Products and Bemrose USA that are dominant  in  this
industry.  Using price, quality, service and expertise of  design
as  priorities, the Company believes that it can compete  in  the
advertising specialty market.
     Through  certain acquisitions, management has  expanded  the
Company's  decorative  products to include  a  large  variety  of
custom  imprinted glass, plastic, foam and ceramic  beverageware,
visor  style caps, Igloor plastic products, and vinyl  and  cloth
beverage coolers, bags, and notepads.  Additionally, the  Company
has   expanded   its   traditional  decorating   processes   that
principally  included  direct  screening  multiple  colors   onto
glassware  and  ceramic mugs. The Company's imprinting  processes
now  include, direct embroidery for bags and caps, debossing  and
hot  stamping  for vinyl products, and up to four  color  process
sublimation for selected ceramic and steel mugs, tote bags, mouse
pads,  foam  beverageware and ceramic tiles and magnets.   During
the  year  ended December 31, 1999, sales from glass and  ceramic
beverageware  were $5.1 million, from plastic products  were  $.2
million,  from  foam products were $3.2 million, from  vinyl  and
cloth  products  were  $3.4 million and from miscellaneous  sales
were $.4 million.

     The  Company  incorporates  the  use  of  "special  effects"
processes in certain of its decorating applications.  The "magic"
process is a thermal chromatic process whereby ceramic pigment is
activated by either high or low temperatures.  This allows for  a
visual  change  in  the  product to reveal  an  advertisement  or
artistic effect, making images appear and/or disappear when a hot
or  cold  beverage  is  added.  The Company  offers  the  "magic"
process  as  an  option for most ceramic and glass  beverageware.
This process is now available through other manufacturers in  the
United States.  Consequently, competition in this market area  is
increasing  to  some  extent.  Other "special effects"  processes
include  the  use of iridescent colors, and "see-vue" decorating,
which  enables a message or decorative imprint to be seen on  the
inside  of  a  glassware product through the design  of  a  clear
opening on the opposite side of the glass.

     The  Company purchases much of its raw material supplies  of
ceramic,  glass  and  foam  items from six  principal  suppliers.
Management believes that such raw materials are readily available
from other sources at competitive prices.

     The  Company enters into licensing agreements with customers
who  permit  it to imprint specific logos or designs directly  on
products.

     Certain  of  the Company's inventory, such as  ceramic  mugs
must  be  imported,  and therefore, the Company  is  required  to
maintain inventories in those items to cover needs for  45  -  60
days  at  a  minimum.   If  a  shortfall  occurs,  inventory   is
supplemented  with items purchased from distributors  located  in
the   United  States.   Because  of  the  Company's   method   of
distribution,  it is not dependent on any single  customer.   The
Company's  subsidiaries are members of the Advertising  Specialty
Institute  and  are suppliers to the advertising  industry.   The
Company maintains a nationwide distribution network through  over
17,000  distributors offering its products. The Company does  not
offer extended payment terms to customers.

     As an advertising specialty supplier, no material portion of
the Company's business is affected by renegotiation of profits or
termination  of  contracts at the election  of  any  governmental
agency.

     Except as described below, to date, the Company has not been
required  to  make significant capital expenditures in  order  to
meet  current  environmental standards.   The  Company  does  not
anticipate that present environmental regulations will materially
affect   its   capital  expenditures,  earnings  or   competitive
position.

     In  February 1993 the Company became aware that  certain  of
the  products produced by Houze may have contained concentrations
of  lead  and  cadmium at levels that might constitute  hazardous
waste.  While after testing it was ascertained that the  products
then being produced by Houze were within
acceptable  levels,  certain products, generally  those  produced
prior to 1980, had unacceptable levels of lead and cadmium.   The
products  produced  prior  to 1980 had  been  disposed  of  in  a
disposal  site  located  on Houze's property.   The  Pennsylvania
Department  of Environmental Protection ("PDEP") and the  Company
agreed to a consent order on September 22, 1994, which outlined a
plan  for  Houze to remove and encapsulate all of  the  hazardous
waste  and  thereby  comply  with  residual  waste  pile  closure
requirements.  The estimated cost of the Company's original  plan
of  remediation  was  increased  during  1993  to  $900,000  from
$200,000, based on advice from its consultant.  These costs  were
provided   for  in  the  Company's  1993  consolidated  financial
statements.  The Company incurred actual remediation expenses  in
the  aggregate amount of $215,000, of which $45,000, $25,000  and
$41,000  were  charged  to the reserve in 1997,  1996  and  1995,
respectively.   On February 12, 1998, a final closure  inspection
was  conducted  by  the PDEP.  On February  23,  1998,  the  PDEP
determined that the Company had satisfactorily complied with  the
requirements  of the consent order, and the Company was  released
from  any further obligation with respect to such consent  order.
As of December 31, 1997, the balance of the reserve in the amount
of $775,000 was reversed into other income.

     The Company has no foreign operations or any material export
sales.

     Subsequent Events

     Effective  as  of  March  1, 2000, the  Board  of  Directors
appointed  Mr.  Frank  J. Zanin, Jr., the  Company's  then  Chief
Financial  Officer, as Chief Executive Officer,  Chief  Financial
Officer and Secretary of the Company.  Mr. Zanin has been running
the  day-to-day business of the Company since his appointment  as
Chief Executive Officer.

     On February 24, 2000 the Company borrowed $130,000 from Mrs.
Margaret  S.  Peyton, Mr. Sanford's Mother, in order to  purchase
equipment  for  Numo.  The loan is for a term of  one  year  with
interest  at 8% per annum.  In addition, the Company  issued  the
lender  warrants to purchase 7,500 shares of common stock of  the
Company for $0.25 per share.  The Board of Directors approved the
loan and the issuance of the warrants.

     On October 10, 2000 the Board of Directors approved the 2000
Stock  Plan (the "Plan") to award shares of the Company's  common
stock  and  stock  options  to  employees,  officers,  directors,
consultants,  and advisors of the Company.  The total  number  of
shares  of common stock reserved for issuance under the  plan  is
185,000.   The  Plan  will terminate on  October  10,  2002.   On
October 20, 2000 the Board of Directors approved the issuance  of
184,000  shares  of the Company's common stock with  an  exercise
price  of  $.25 per share under the Plan to certain employees  of
the Company as additional compensation.

     Due to the issuance of stock by BB.com during the first ten
months of 2000, the Company's investment in BB.com has been
reduced from 41% to approximately 22% of the outstanding capital
stock of BB.com.

     On March 30, 2000 Houze renewed its line of credit for a one-
year term and increased the amounts available under the line of
credit to $1,050,000.

Item 2.   Properties.

     Operations  of  Houze occupy a facility  it  owns  in  Point
Marion, Pennsylvania which has approximately 175,000 square  feet
of  manufacturing  and  office space on  a  16  acre  site.   The
operations of Numo occupy a facility in Mesquite, Texas  under  a
lease  agreement, which has approximately 35,000 square  feet  of
manufacturing and office space on a 9-acre site.  Such facilities
are substantially utilized.  The operations of Houze West are  in
Henderson,  Nevada, where it has entered into a  lease  agreement
for approximately 15,000 square feet of manufacturing facilities.
Such  facilities  are  not  occupied  by  Houze  West,  and   are
subleased.  The term of the lease expires on April 30, 2003.  The
Company   believes  that  itsfacilities  are  adequate  for   its
operations  and  that  suitable  additional  facilities  will  be
available when needed.

Item 3.  Legal Proceedings.

     While the Company is not currently engaged in litigation, it
is from time to time involved in routine litigation incidental to
its  business.   The Company does not believe that  any  of  such
routine  litigation will have a material adverse  effect  on  its
consolidated financial position or results of operations.

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

     Not applicable.

                             PART II

Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters.

     On  September  14,  1993,  the Company's  common  stock  was
delisted  from the Pacific Stock Exchange for failure  to  comply
with  minimum  listing criteria.  Since that time  the  Company's
common  stock  has been traded over the counter through  National
Quotation Bureau's "pink sheets".   Since December 12, 1993,  the
"pink  sheets" have listed no bid for the Company's common stock.
As  a  result,  there  is no current established  public  trading
market for the Company's common stock.

     As  of December 31, 1996, there were 3,027 record holders of
the Company's common stock. Effective March 1, 1998, Harris Trust
and  Savings  Bank ("Harris") terminated its appointment  as  the
Company's  transfer agent and registrar due to  overdue  balances
and  non-payment  of  its invoices for fees.   Harris  would  not
release the Company's records and stock certificate inventory for
further processing until the Company paid Harris for all past due
fees  plus  reimbursement of reasonable  expenses.   The  Company
settled  its  obligations with Harris and on  May  17,  2000  and
appointed  American  Stock  Transfer and  Trust  Company  as  its
transfer agent.

     The Company did not declare or pay any cash dividends during
the  past  two years.  The applicable provisions of the  Business
Corporation  Act  of  Illinois,  the  Company's  jurisdiction  of
incorporation, limit the payment of dividends to an amount  equal
to  the  difference between the assets of a corporation  and  its
liabilities.   No  dividends were permitted to  be  paid  by  the
Company  in  1998  or 1999 pursuant to these  restrictions.   The
Company has no present plans for the payment of any dividends.

     Recent Issuance of Unregistered Securities

       On December 8, 1999, the Company issued 273,631 shares  of
its  common  stock,  $1.00 par value per  share,  to  Blind  John
following  the  exercise of the Financing Option  in  lieu  of  a
$30,000  loan origination fee issued to Blind John in  connection
with  the Numo Acquisition Financing, as described above.   These
shares  of  common stock were issued in reliance on  a  claim  of
exemption pursuant to Section 4(2) of the Securities Act of 1933,
as  amended  (the  "Act").   The  Company's  transfer  agent  did
not effect this issuance until August 25, 2000 due to
restrictions placed on the issuance of the Company's securities
instituted by Harris, the Company's prior transfer agent.

      On December 6, 1999, the Company issued an aggregate amount
of  5,800,000  shares of its common stock, $1.00  par  value  per
share,  to  Mr. John H. Sanford, Mr. Walter Carucci, the  Carucci
Family Partners, Mr. Marshall C. Sanford and others in connection
with   the  conversion  of  the  Convertible  Note  and  Accounts
Receivables  (each  as  defined in  Management's  Discussion  and
Analysis   of  Financial  Condition  and  Results  of  Operations
herein).  These shares of common stock were issued in reliance on
a  claim  of exemption pursuant to Section 4(2) of the Act.   The
Company's  transfer  agent  did not effect  this  issuance  until
August 25, 2000 due to restrictions placed on the issuance of the
Company's  securities instituted by Harris, the  Company's  prior
transfer agent.

      The Company issued a warrant to purchase 7,500 shares of
common stock at an exercise price of $0.25 per share to Mrs.
Margaret S. Peyton on February 24, 2000.  The warrant was issued
in reliance on a claim of exemption pursuant to Section 4(2) of
the Act.

Item 6.   Selected Financial Data.
(In 000's)
For the Year        1999      1998     1997      1996    1995

Net sales           $12,272  $11,510  $8,379    $5,715  $5,041
Operating profit (loss) $    472 $    (277)     $(613)  $  14
$                   (517)
Net income (loss)   $ 249    $(290)   $ 497     $(58)   $(602)

Earnings (loss) per common and
 equivalent share:
     Basic          $0.07    $(0.09)  $0.15     $(0.02)  $
(0.18)
     Diluted        $0.07    $(0.09)  $0.13     $(0.02) $(0.18)

Shares used in computing
                    Earnings (loss) per common and
 equivalent share
     Basic          3,827    3,321    3,321     3,321   3,321
     Diluted (1)    3,827    3,321    4,809     3,321   3,321


Cash dividend per share      $ -      $  -      $ -     $  -
$                   -

At Year-End

Total assets        $3,929   $4,197   $4,014    $1,998  $2,095

Long-term debt      $ 784    $ 886    $  981    $   -   $   -

Note payable to majority
   owners           $   -    $1,500   $1,500    $1,500  $1,500

(1)  Includes 1,348,338 shares assuming the conversion principal
     and accrued interest of the Convertible Notes, and 140,081
     shares issued pursuant to a loan origination fee agreement
     in 1997.

Item 7.   Management's Discussion and Analysis of Financial
Condition and Results of Operation.

     The following discussion and analysis of financial condition
pertains primarily to Houze and Numo, which represent the primary
business activities of the Company.

     Trends

     The  Company  continues  to  face  significant  competition,
particularly  in its core business which consists principally  of
the  decoration of items which are sold to advertising  specialty
distributors.  In an effort to gain market share and  to  compete
with its competitors, many of which are larger companies with far
greater  resources, the Company instituted price  reductions  for
large  orders and has increased its marketing efforts  to  retail
distributors and holders of licensed products.  Additionally, the
Company has made significant improvements to its customer service
areas in response to the higher level of service demanded by  its
customers.

     Liquidity and Capital Resources

     The  Company's  consolidated cash and cash equivalents  were
$196,000  at  December 31, 1999 compared to $147,000 at  December
31,  1998,  a $49,000 or 33% increase.  During this period,  cash
and  cash  equivalents increased primarily due to a  decrease  in
inventories.

     Capital  expenditures  of  the  Company  were  $79,000   and
$159,000  in 1999 and 1998, respectively.  The Company  does  not
anticipate any material capital expenditures in 2000.

     Houze  holds  a  line of credit in the amount of  $1,050,000
that  expires March 31, 2001.  This line of credit was  increased
from $750,000 and extended from a March 31, 2000 maturity date on
April 20, 2000.  Advances on such line of credit bear interest at
the  lending  bank's prime rate plus 0.75% or 1.25% depending  on
the security of cash collateral.  Advances on such line of credit
are  collateralized by Houze's accounts receivable, inventory and
equipment,  as well as the real property owned by Houze,  secured
under an open-end mortgage and are guaranteed by Mr. Sanford.   A
failure by Houze to renegotiate such credit facility beyond March
31, 2001 would have a material adverse effect on the Company.

     The  Company compensated Mr. Sanford $55,000 for  management
services  for  the year ended December 31, 1998.   Mr.  Sanford's
annual compensation for 1999 was $80,000.

     At  the  beginning  of  1997, approximately  49.52%  of  the
Company's  common stock was beneficially owned  by  Mr.  John  H.
Sanford,  the  Company's President, Chief Financial  Officer  and
Director.  Also as of the beginning of 1997, Mr. Sanford,  Choate
Rosemary Hall Foundation, Inc. (the "Choate Foundation"), and Mr.
Walter  Carucci,  a  private investor, owned  57.92%,  25.0%  and
13.33%, respectively, of a $1,500,000 note payable by the Company
which  bears interest at the prime rate (the "Convertible  Note")
and  certain  amounts due to affiliates by  the  Company  in  the
amount  of $1,230,000 (the "Accounts Receivable").  At that  time
the  principal  of  the  Convertible Note  was  convertible  into
956,937  shares of the Company's common stock.  On  February  13,
1997,  the  Choate Foundation sold to Mr. Sanford pursuant  to  a
Note   and   Accounts   Receivable  Purchase   Agreement   Choate
Foundation's interest in the principal amount of the  Convertible
Note and its interest in the Accounts Receivable for an aggregate
purchase  price  of  $200,000.  On August 12,  1997  pursuant  to
separate Note and Accounts Payable Receivable Purchase Agreements
Mr. Sanford sold $375,000 of his principal interest (plus accrued
interest)  in  the Convertible Note and $307,500 of the  Accounts
Receivable for an aggregate amount of $113,227.  Of these amounts
sold  by Mr. Sanford $187,000 of the principal amount and accrued
interest  on  the  Convertible Note and a 12.5% interest  in  the
Accounts  Receivable  were purchased by Carucci  Family  Partners
(the "Partnership"), a company in which Mr. Walter P. Carucci  is
a general partner.

     On  December  6,  1999, the Company and the holders  of  the
Convertible Note and the Accounts Receivable entered into a  plan
for  conversion of the Convertible Notes and Accounts  Receivable
into  5,800,000  shares  of  the  Company's  common  stock.   The
conversion  ratio  in  the  plan for  conversion  was  negotiated
between   the  holders  of  the  Convertible  Note  and  Accounts
Receivable  and  the Company.  The disinterested members  of  the
Company's  Board of Directors unanimously approved the conversion
on  December  6,  1999.   On August 25, 2000,  Mr.  Sanford,  Mr.
Carucci,  Carucci Family Partners and Mr. Sanford's brother,  Mr.
Marshall C. Sanford, Jr. received 3,433,541, 773,299, 724,968 and
580,000 shares of the Company's common stock, respectively, as  a
result of this plan.

     Mr.  Sanford purchased 150,000 shares of common stock of the
Company   from  a  private  investor  for  $3,300  in  a  private
transaction on January 25, 1999.

      On December 8, 1999, in lieu of receiving a cash payment of
$30,000  for  a  loan origination fee, Blind John  exercised  the
Financing  Option  and  purchased the number  of  shares  of  the
Company's common stock equal to approximately 3% of the Company's
fully diluted shares.  Blind John received the 273,631 shares  of
the Company's common stock on August 25, 2000.

     The  Company's ability to meet its cash requirements in  the
next  year  is  dependent  upon substantial  improvement  in  the
results of operations and cash flows and maintaining and renewing
its  financing from its bank or others.  If these conditions  are
not  satisfactorily  achieved,  the  Company  may  be  unable  to
generate  sufficient  cash  flow to meet  its  requirements,  and
therefore, may be unable to continue operations.

     The  financial  statements have been  prepared  on  a  going
concern  basis,  and accordingly, do not include any  adjustments
relating  to  the recoverability and classification  of  recorded
asset  amounts nor the amounts and classification of  liabilities
that  might be necessary should the Company be unable to continue
in existence or be required to sell its assets.

     Recent Acquisitions

     On  February  18, 1998, the Company formed a new subsidiary,
Surplus Salvage Supply, LLC, a Texas limited-liability company to
sell  surplus  building  supplies. During 1998,  Surplus  Salvage
Supply,  LLC  changed its name to Bargain Building Products,  LLC
("BBP").   On  April 1, 1999 BBP and an unrelated  entity,  Super
Surplus,  Inc.,  formed Bargain Building Products,  Inc.   ("BBP,
Inc.")   in which BBP owned a 90% interest.  BBP transferred  its
assets and liabilities to BBP, Inc.  No gain or loss was recorded
on  the transaction.  On September 30, 1999 BBP was dissolved and
its 90% interest in BBP, Inc. was transferred to the Company.

     On October 29, 1999 the Company and other parties, including
Brett   R.   Smith,  one  of  the  Company's  directors,   formed
BargainBuilder.com,  Inc.  ("BB.com") to  sell  surplus  building
supplies on the Internet.  The Company exchanged its 90% interest
in  BBP, Inc. and assumed $152,000 in liabilities from BBP,  Inc.
for 407 shares or approximately a 40% interest in BB.com. No gain
or loss was recognized on the exchange of the BBP, Inc. stock for
the  BB.com  stock because the fair market value  of  the  BB.com
stock  received was not determinable and the Company's investment
in BBP, Inc. had been written down to zero due to prior losses of
the subsidiary under the equity method of accounting.

     Environmental Matters

     As described previously, in February 1993 the Company became
aware  that  certain of the products produced by Houze  prior  to
1980  had  unacceptable levels of lead and cadmium.  The products
produced  prior to 1980 had been disposed of in a  disposal  site
located  on Houze's property.  PDEP and the Company agreed  to  a
consent  order on September 22, 1994, which outlined a  plan  for
Houze  to  remove and encapsulate all of the hazardous waste  and
thereby  comply  with  residual waste pile closure  requirements.
The  estimated cost of the Company's plan of remediation in  1993
was  $900,000,  which  was provided for  in  the  Company's  1993
consolidated  financial statements.  The Company incurred  actual
remediation  expenses  in the aggregate amount  of  $215,000,  of
which $45,000, $25,000 and $41,000 were charged to the reserve in
1997,  1996  and 1995, respectively.  Following determination  by
the  PDEP  in  February 1998 that the Company had  satisfactorily
complied with the requirements of the consent order, the  balance
of  the reserve in the amount of $775,000 was reversed into other
income as of December 31, 1997.

     Inflation and Changing Prices

     Management   believes  that  inflation  did   not   have   a
significant effect on the results of operations during  the  last
three years.

     Results of Operations

     1999 Compared with 1998

     Net  sales increased by $0.8 million or 7% to $12.3  million
in  1999  from  $11.5  million in 1998.  Of this  increase,  $1.8
million  was  attributable to increased sales  of  Numo.   Numo's
sales  increased  to $6.1 million in 1999 from  $4.3  million  in
1998,  an  increase  of $1.8 million or 42%.  This  increase  was
primarily attributable to the sales of its pocket coolie product,
of which Numo sold 3.2 million units.  Gross profit as a ratio to
sales  increased to 23% in 1999 from 20% in 1998  due  to  higher
gross  profit  margins on sales of pocket coolies. Houze's  sales
decreased  by  $0.2 million or 3% to $6.1 million in  1999   from
$6.4 million  in 1998.  This decrease was  primarily attributable
to  the decline in  sales prices. BB.com sales increased by  $0.6
million  or  100%  to $1.2 million in 1999 from $0.6  million  in
1998.   This  increase is primarily attributable to a  change  in
focus.  BB.com previously focused on retail sales and now focuses
on wholesale and Internet sales.

     Selling,  general and administrative expenses  decreased  by
$0.2  million or 8% to $2.4 million in 1999 from $2.6 million  in
1998,  most  of  which was attributable to the exclusion  of  the
operations of BBP, which was not consolidated in 1999.

     1998 Compared with 1997

     Net sales increased $3.1 million or 37% to $11.5 million  in
1998  from $8.4 million in 1997.  Of this increase, $1.7  million
was  attributable to the inclusion of 12 months of operations  of
Numo  for  1998 versus 8 months for 1997.  Numo's sales increased
$2.0 million or 87% to $4.3 million in 1998 from $2.3 million  in
1997.   This increase was primarily attributable to the sales  of
its  pocket coolie product, of which Numo sold 1.9 million  units
in  1998 compared to 0.1 million in 1997.  BBP and Houze West had
sales  during  1998 of $.6 million and $.3 million, respectively.
Sales  by  Houze increased $0.4 million or 7% to $6.4 million  in
1998 from $6.0 million in 1997.  Gross profit as a ratio to sales
decreased  to  20% in 1998 from 22% in 1997 due  to  lower  gross
profit margins on sales of Houze and BBP.

     Selling,  general and administrative expenses  increased  to
$2.6 million in 1998 from $2.4 million in 1997, most of which was
attributable  to  the inclusion of 12 months  of  operations  for
Numo, plus the new activities of BBP and House West.

Item 7A. Quantitative and Qualitative Disclosure About Market
Risk.

     Not applicable.

Item 8.   Financial Statements and Supplementary Data Index.

      Reports      of      Independent     Public     Accountants
         16,17

      Consolidated Financial Statements:

        Consolidated  Balance  Sheets -  December  31,  1999  and
         1998                                               18

        Consolidated Statements of Operations and Accumulated
         Deficit -

         Three years ended December 31, 1999                19

        Consolidated  Statements  of Cash  Flows  -  Three  years
         ended December 31, 1999                            20

      Notes to Consolidated Financial Statements            21

    Financial  Statement Schedules:  Schedules included  are  set
         forth in Item 14.



To Wilson Brothers USA, Inc.:

We  have audited the accompanying consolidated balance sheets  of
Wilson   Brothers   USA,  Inc.  (an  Illinois  corporation)   and
subsidiaries  as  of December 31, 1999 and 1998 and  the  related
consolidated statements of operations and accumulated deficit and
cash  flows for the years then ended.  These financial statements
and  the schedule referred to below are the responsibility of the
Company's  management.   Our  responsibility  is  to  express  an
opinion on these financial statements and schedule based  on  our
audits.

We  conducted  our  audits in accordance with generally  accepted
auditing  standards.  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  Wilson Brothers USA, Inc. and subsidiaries as of December 31,
1999 and 1998, and the results of their operations and their cash
flows  for  the  years  then ended in conformity  with  generally
accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The schedule listed
in  Item  14. (A) 2. is presented for purposes of complying  with
the Securities and Exchange Commission's rules and is not part of
the basic financial statements.  This schedule has been subjected
to  the  auditing procedures applied in the audits of  the  basic
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 financial statements taken as  a
whole.



Pratt-Thomas, Gumb & Co., P.A.
Charleston, South Carolina
June 15, 2000
            REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Wilson Brothers USA, Inc.:

We have audited the accompanying consolidated statements of
operations and accumulated deficit and cash flows of Wilson
Brothers USA, Inc. (an Illinois corporation) and subsidiaries for
the year ended December 31, 1997.  These financial statements,
and the schedule referred to below, are the responsibility of the
Company's management.  Our responsibility is to express an
opinion on these financial statements and schedule based on our
audit.

We  conducted  our  audit in accordance with  generally  accepted
auditing  standards.  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 audit provides a reasonable basis for our opinion.


In our opinion, the financial statements referred to above
present fairly, in all material respects, the results of
operations and cash flows of Wilson Brothers USA, Inc. and
subsidiaries for the year ended December 31, 1997, in conformity
with generally accepted accounting principles.

The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going
concern.  As discussed in Note 14 to the consolidated financial
statements, the Company has suffered recurring losses from
operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going
concern.  Management's plans in regard to these matters are also
described in Note 14.  The consolidated financial statements do
not include any adjustments that might result from the outcome of
this uncertainty.

Our audit was made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The schedule listed
in Item 14.(A)2. is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the
basic financial statements.  This schedule has been subjected to
the auditing procedures applied in the audit of the basic
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 financial statements taken as a
whole.  The schedule does not include any adjustments that might
result from the outcome of the uncertainty regarding the Company
discussed above.



                                     Arthur Andersen LLP


Roseland, New Jersey
April 29, 1998


                               ASSETS
                                                   (In thousands)
                                                 1999        1998
Current Assets
  Cash and cash                                        $            $
equivalents                                          196          147
  Accounts receivable, less allowance for
doubtful accounts
     of $96 in 1999 and
$146 in 1998                                       1,747        1,593
  Inventories
                                                   1,129        1,452
  Other
                                                      44           35
        Total Current
Assets                                             3,116        3,227

Goodwill, less accumulated amortization of
$15 in 1999 and $10 in 1998                           83          116
Non-compete agreements, less accumulated
amortization of $157 in 1999
   and $82 in 1998
                                                      25          100
Property and equipment, at cost less
accumulated depreciation of  $2,237
   in 1999 and $2,111 in
1998                                                 705          754
                                                       $            $
                                                   3,929        4,197

           LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
  Short-term borrowings                                 $            $
                                                     629          612
  Current portion of notes
payable                                              102          175
  Accounts payable
                                                   1,190        1,786
  Accrued salaries and other
employee costs                                       116          132
  Accrued interest due
affiliates                                             -          632
  Accrued interest due
others                                                21          142
  Due to affiliates
                                                       -        1,076
  Other current
liabilities                                          389          407
        Total Current
Liabilities                                        2,447        4,962

Notes payable to
affiliates                                             -        1,256
Notes payable to others
                                                     784        1,130
Other liabilities
                                                     616          616

                                                   1,400        3,002

Minority interest in consolidated
subsidiary                                          (16)           14

Commitments and
Contingencies
Stockholders' Equity
(Deficit)
  Preferred stock, $1 par value; authorized
5,000,000 shares; none issued                          -            -
  Common stock, $1 par value; authorized
10,000,000 shares; issued and
     outstanding 9,394,670 shares in 1999 and
3,321,039 shares in 1998                           9,395        3,321
  Capital in excess of par
value                                              5,020        7,464
  Accumulated deficit
                                                (14,317)     (14,566)
        Total Stockholders'
Equity (Deficit)                                      98      (3,781)
                                                       $            $
                                                   3,929        4,197




                                  (In thousands except per share
                                             amounts)
                                    1999       1998       1997
Net sales                                $          $          $
                                    12,272     11,510      8,379

Cost of sales
                                     9,442      9,229      6,564
Selling, general and
administrative expenses              2,358      2,558      2,428

                                    11,800     11,787      8,992

Operating profit
(loss)                                 472      (277)      (613)

Other expense
(income):
  Interest expense
                                       128        158        127
  Interest expense -
affiliates                             129        164        119
  Interest income
                                       (9)       (13)       (32)
  Minority interest in loss of
consolidated subsidiary               (30)       (10)          -
  Other - net
                                         5      (286)    (1,324)

                                       223         13    (1,110)
        Income (loss)
before provision
           for income
taxes                                  249      (290)        497

Provision for income
taxes                                    -          -          -

        Net income
(loss)                                 249      (290)        497

Accumulated deficit -
beginning of year                 (14,566)   (14,276)   (14,773)

Accumulated deficit -                    $          $          $
end of year                       (14,317)   (14,566)   (14,276)

Earnings (loss) per
share:

        Basic                            $          $          $
                                      0.07     (0.09)       0.15

        Diluted                          $          $          $
                                      0.07     (0.09)       0.13




                                                (In thousands)
                                          1999       1998      1997
Cash flows from operating
activities:
    Net income (loss)                          $         $          $
                                             249     (290)        497
    Adjustments to reconcile net
income (loss) to
        net to cash provided by (used
in) operating activities
    Minority interest in net loss           (30)      (10)          -
of consolidated subsidiary
    Depreciation and amortization            205       194        144
    Liabilities in excess of
assets purchased                               -         -         46
    Expenses settled by non-cash
transactions                                 136         -          -
    Provision on uncollectible
notes receivable
       from former affiliate
                                               -         -      (490)
   (Increase)  in receivables, net
                                           (183)     (265)       (18)
   (Increase) decrease in
inventories                                  205     (282)      (460)
   Decrease (increase) in other
current assets                               (9)       164         30
   (Decrease) increase in accounts
payable                                    (510)       373        604
   (Decrease) in accrued salaries
and other
     employee costs
                                            (16)     (122)        (5)
   Increase in accrued interest
                                               2       126        149
   Increase  in other current
liabilities                                  138        12        324
   (Decrease) in environmental
reserve                                        -         -      (820)
Net cash provided by (used in)
operating activities                         187     (100)          1

Cash flows from investing
activities:
    Deconsolidation of subsidiary
                                              31         -          -
    Acquisition of businesses net of
cash acquired                                  -     (125)      (997)
    Capital expenditures
                                            (79)     (159)       (69)
Net cash used in investing
activities                                  (48)     (284)    (1,066)

Cash flows from financing
activities:
    Minority interest capital
contribution                                   -        24          -
    Increase in short-term
borrowings, net                               17       191        331
    Proceeds from notes payable -
other                                         10       535      1,058
    Proceeds from notes payable -
affiliate                                      -         -         66
    Repayment of notes payable
                                           (117)     (681)       (98)
Net cash provided by (used in)
financing activities                        (90)        69      1,357

Net increase (decrease) in cash and
cash equivalents                              49     (315)        292
Cash and cash equivalents at
beginning of year                            147       462        170
Cash and cash equivalents at end               $         $          $
of year                                      196       147        462

Supplemental disclosure of cash flow
information:
  Cash paid during the year for                $         $          $
interest                                     126       192        105



1.    BASIS  OF  PRESENTATION AND SUMMARY OF SIGNIFICANT  ACCOUNTING
   POLICIES

   Basis   of   Presentation  -  Wilson  Brothers  USA,  Inc.   (the
   "Company")  is  a  holding company whose  business  is  conducted
   through   its   wholly-owned  subsidiaries,  Numo   Manufacturing
   Acquisition,  Inc.  ("Numo"), LM Plastics,  Inc.  ("LMP"),  Houze
   Glass  Company  ("Houze")  and its 75  percent  owned  subsidiary
   Houze  West,  LLC ("Houze West").  During 1998, the  Company  had
   one   additional   wholly  owned  subsidiary,   Surplus   Salvage
   Supply,   LLC,  which  changed  its  name  to  Bargain   Building
   Products,  LLC,  ("BBP")  as  referred  to  herein  after.    All
   subsidiaries  except  BBP  operate in the  specialty  advertising
   business  and  engage  in the decoration of  glass,  ceramic  and
   plastic   items,  foam  products,  and  cloth  and  vinyl   bags.
   Their   products   are  primarily  distributed   throughout   the
   United   States   through  sales  representatives.    BBP   sells
   surplus building supplies.

   Principles  of  Consolidation  -  The  accompanying  consolidated
   financial  statements include the accounts  of  the  Company  and
   it's  wholly  and majority owned subsidiaries.  As  discussed  in
   Note  2,  the  Company dissolved BBP in 1999,  and  therefore  it
   is   not   included   in   the  1999  accompanying   consolidated
   financial  statements.   All significant intercompany  items  and
   transactions have been eliminated in consolidation.

   Use   of   Estimates   -  The  preparation   of   the   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  period.
   Actual results could differ from those estimates.

   Revenue  Recognition  - Revenues are recognized  when  goods  are
   shipped and billed to the customer.

   Inventories  -  Inventories are stated at the lower  of  cost  or
        market on the first-in, first-out basis.

   Property  and  Equipment  - Property and  equipment  are  carried
   at   cost   less   accumulated  depreciation.   Depreciation   is
   computed  using  the  straight-line  method  over  the  estimated
   useful  lives  of  the assets ranging from four to  forty  years.
   Expenditures  for  normal  maintenance and  repairs  are  charged
   to expense as incurred.

   Assets  which  have been fully depreciated are  retained  in  the
   accounts  for  as  long as they are useful to  operations.   Upon
   disposition,  it  is the Company's policy to eliminate  from  the
   accounts  the  cost  of  the asset and  the  related  accumulated
   depreciation  and  to  credit or charge the resulting  profit  or
   loss to operations.

   Standards    Implemented   -   The   Company   implemented    new
   accounting  standards  in 1999, 1998 and  1997.   None  of  these
   standards  had  a  material effect on the financial  position  or
   results of operations of the Company.





1.    BASIS  OF  PRESENTATION AND SUMMARY OF SIGNIFICANT  ACCOUNTING
   POLICIES - Continued

   Standards Implemented - Continued
   Effective  December  31, 1998, the Company adopted  Statement  of
   Financial   Accounting  Standards  (SFAS)  NO.  132,  "Employers'
   Disclosures    about    Pensions   and    Other    Postretirement
   Benefits,"   which  establishes  standardized   disclosures   for
   defined   benefit  pension  and  postretirement  benefit   plans.
   See Note 11 for such disclosures.

   Effective  December  31, 1997, the Company implemented  SFAS  No.
   128  "Earnings  Per  Share"  (EPS).   This  statement  prescribes
   the   methods   for  calculating  basic  and  diluted   EPS   and
   requires  dual  presentation of these  amounts  on  the  face  of
   the   consolidated  statement  of  operations   and   accumulated
   deficit.

   Earnings   (Loss)  per  Share  -  Basic  EPS  is  calculated   by
   dividing   income  available  to  common  shareholders   by   the
   weighted  average  number of shares of common  stock  outstanding
   during  the  period.   Income available  to  common  shareholders
   used   in   determining   basic  EPS  was   $249,000   in   1999,
   $(290,000)   in  1998  and  $497,000  in  1997.    The   weighted
   average  number  of  shares of common stock used  in  determining
   basic  EPS  was  3.827  million in 1999, 3.321  million  in  1998
   and 3.321 million in 1997.

   Diluted  EPS  is  calculated  by  dividing  income  available  to
   common   shareholders,  adjusted  to  add   back   dividends   or
   interest  on  convertible  securities, by  the  weighted  average
   number  of  shares  of common stock outstanding  plus  additional
   common   shares   that  could  be  issued  in   connection   with
   potentially  dilutive  securities.  Income  available  to  common
   shareholders  used  in determining diluted EPS  was  $249,000  in
   1999,  $(290,000)  in 1998 and $622,000 in  1997.   The  weighted
   average  number  of  shares of common stock used  in  determining
   diluted  EPS  was  3.827 million in 1999, 3.321 million  in  1998
   and  4.809  million  in  1997.   The  1997  calculation  reflects
   additional  shares  in  connection  with  convertible  notes   of
   1.348  million  and  loan  origination  fees  of  $140,000.   The
   diluted   EPS  calculation  for  1998  does  not  include   1.572
   million  shares  relating  to the original  conversion  agreement
   as their effect would have been antidilutive.

   Concentration  of  Credit  Risk  -  Financial  instruments   that
   potentially  subject  the  Company to  concentrations  of  credit
   risk  consists  primarily of cash and accounts  receivable.   The
   carrying  values  of  these  financial  assets  approximate  fair
   value.   Concentrations  of  credit  risk  with  respect  to  the
   accounts  receivable  are limited due  to  the  large  number  of
   customers  in  the  Company's customer base and their  dispersion
   across  different  geographic areas.  The  Company  maintains  an
   allowance   for  doubtful  accounts  based  upon   the   expected
   collectibility of its receivables.

   Cash  and  Cash  Equivalents - For purposes of  the  consolidated
   balance   sheets  and  statements  of  cash  flows,  the  Company
   generally  classifies  as cash and cash  equivalents  all  highly
   liquid  investments  with  a maturity of  three  months  or  less
   when purchased.





1.    BASIS  OF  PRESENTATION AND SUMMARY OF SIGNIFICANT  ACCOUNTING
   POLICIES - Continued

   Intangible  Assets  - Intangible assets are amortized  using  the
   straight-line  method.   Goodwill  is  amortized  over  20  years
   and  non-compete agreements are amortized over the  life  of  the
   agreements,  which is three years.  In accordance  with  APB  17,
   "Intangible  Assets,"  the  Company  continues  to  evaluate  the
   amortization   periods   to   determine   whether    events    or
   circumstances     warrant    revised    amortization     periods.
   Additionally,   the  Company  considers  whether   the   carrying
   value  of  such  assets should be reduced  based  on  the  future
   benefits  of  the  assets.   Amortization  expense  relating   to
   intangible  assets  totaled  $80,000,  $81,000  and  $53,000  for
   the   years   ending   December  31,   1999,   1998   and   1997,
   respectively.

   Advertising  -  The Company expenses the cost of  advertising  as
   incurred.    Advertising  expense  totaled  $305,000,   $347,000,
   and  $280,000  for the years ending December 31, 1999,  1998  and
   1997, respectively.

2.   ACQUISITIONS

   On  April  9,  1997, the Company entered into  a  stock  purchase
   agreement  with G&L Consultants, Inc. to purchase  a  90  percent
   ownership,  represented  by  171,000 shares  of  the  outstanding
   common  stock  of  LMP,  a North Carolina  corporation  with  its
   principal  office  in  Shelby,  North  Carolina.   The   purchase
   price  for  the  common stock consisted of  the  payment  of  $1,
   plus  a  personal  indemnity  by Mr. John  Sanford,  the  Company
   President,  to  G&L  Consultants,  Inc.  for  the  payment  of  a
   promissory  note  from  LMP to a bank in the  original  principal
   amount  of  $70,000.  The Company has the option to  purchase  at
   any  time,  or  after  3  years is obliged  to  purchase  at  the
   request  of  G&L  Consultants, Inc., the  remaining  10%  of  the
   outstanding  shares  for $10,000 with such  price  increasing  at
   an  annualized  rate of 20% for each month after April  9,  1997.
   The  acquisition  was  accounted for using  the  purchase  method
   of  accounting,  of  which the purchase  price  over  net  assets
   acquired  was  insignificant.  The  pro  forma  effect  on  prior
   periods'  results  of  operations  is  not  material.   In  March
   1998,   the   Company  agreed  to  purchase  the  remaining   10%
   interest  in  LMP  for  $8,000.   The  purchase  transaction  was
   accounted   for  as  an  adjustment  to  the  original   purchase
   price.   In  1998,  the  operations of LMP  were  transferred  to
   Houze.  The company plans to dissolve LMP in the near future.

   On   April   30,   1997,   Numo,  a  newly  formed   wholly-owned
   subsidiary   of  the  Company,  purchased  certain   assets   and
   assumed   certain  liabilities  of  Numo  Manufacturing  Company,
   Inc.   and  its  wholly-owned  subsidiary  Diamond  Cap  Company,
   Inc.  (the  "Sellers"), each of which has  principal  offices  in
   Mesquite,   Texas.   The  aggregate  purchase   price   for   the
   acquired   assets  of  both  companies  and  covenants   not   to
   compete  given  by  the  Sellers  and  their  shareholders,   was
   $1,100,000   consisting  of  $45,000  paid  in  cash,   including
   $24,000  paid  on the non-compete agreements, the  execution  and
   delivery   of   promissory  notes  ("Purchase  Notes")   in   the
   aggregate  principal  amount  of $855,000  and  $200,000  payable
   pursuant  to  the  remainder owed on the non-compete  agreements.
   Numo  also  entered  into  consulting  agreements  with  the  two
   shareholders  of  the  Sellers for a term of  one  year  pursuant
   to  which  Numo  paid each of such consultants  $224,000  on  May
   1, 1997.




2. ACQUISITIONS - Continued

   In  order  to  finance  the cash portion of  the  purchase  price
   and  the  consulting fees paid at the time of  the  closing,  the
   Company   borrowed  $550,000  from  Blind  John,  LLC  which   is
   wholly-owned  by  members  of the family  of  John  Sanford,  the
   Company's  President, of which Mr. Sanford  is  a  less  than  3%
   owner.   The  loan  bore  interest  at  the  annual  rate  of  10
   percent  and  the  outstanding principal balance  was  repaid  in
   full,  with  interest  on  July 9, 1997.   The  Company  paid  an
   origination  fee  to the lender in the amount of  $3,500  and  an
   additional  loan  origination fee in the amount  of  $30,000  was
   payable  on  or  before  May  1,  1998.   In  lieu  of  receiving
   payment   of  the  $30,000  additional  origination  fee,   Blind
   John,  LLC  had the right to exercise an option to  (1)  purchase
   the  number  of  shares of common stock of the Company  equal  to
   3%  of  the  Company's fully diluted shares of  common  stock  at
   the  time  of such election (2) a cash fee of $10,000 and  2%  of
   the  Company's  fully  diluted shares  of  common  stock  at  the
   time  of  such election or (3) a cash fee of $20,000  and  1%  of
   the  Company's  fully  diluted shares  of  common  stock  at  the
   time  of  such  election,  provided the  Company  has  sufficient
   shares  of  common stock which are then authorized  and  unissued
   available  for  purchase by the lender.  On April 16,  1998,  the
   Company  and  Blind  John, LLC agreed to extend  such  option  to
   May  1,  1999,  which  was  subsequently  extended  to  April  5,
   2000.   On  December  8,  1999, Blind  John,  LLC  exercised  its
   option  to  purchase  the number of shares  of  common  stock  of
   the  Company  equal to 3% of the fully diluted shares.   At  that
   time   9,121,039   fully   diluted   shares   were   outstanding,
   therefore,  273,631  shares  were  issued  to  the  lender.   The
   actual  transfer  of the stock certificates to  Blind  John,  LLC
   did  not  occur  until  August 25, 2000 due to  the  restrictions
   placed  on  the  issuance of the Company's securities  instituted
   by  Harris  Trust  and  Savings Bank  ("Harris"),  the  Company's
   prior  transfer  agent.   The Company recorded  loan  origination
   expense  of  $30,000  and  a discount on  common  stock  totaling
   $244,000  for  the  difference  between  the  par  value  of  the
   shares  issued  and the loan origination expense  incurred.   The
   discount  was  charged against capital in  excess  of  par  value
   on the balance sheet at December 31, 1999.

   Numo  continues  the  pre-existing business  activities  of  Numo
   Manufacturing  Company, Inc. and Diamond  Cap  Company,  Inc.  at
   the  same  premises  in  Mesquite, Texas  for  which  it  entered
   into  a  lease agreement with one of the selling entities  for  a
   term  of  7  years  at an annual base rent of  $76,000.    Numo's
   primary  business  activity is custom manufacturing,  sewing  and
   decorating  of  a  variety  of  cloth  and  vinyl  bags,   pocket
   coolies   and  related  accessories.   Similar  to  Houze   Glass
   Corporation,    Numo's    sales   are    made    through    sales
   representatives    and    are    generally    for     advertising
   specialties, premiums, souvenirs and the retail trade.

   The  acquisition  was  accounted for using  the  purchase  method
   of   accounting  and,  accordingly,  the  consolidated  financial
   statements   include  Numo's  operations   from   the   date   of
   acquisition.   The  amounts  paid in connection  with  consulting
   agreements  of  $450,000 are being amortized  over  the  term  of
   such  agreements,  which  is 12 months.   The  amounts  paid  for
   covenants  not  to compete of $224,000 are being  amortized  over
   the  terms  of those agreements, which is 3 years.   The  Company
   allocated  the  remaining  excess  of  purchase  price  over  net
   assets   acquired,   which   was   approximately   $95,000,    to
   goodwill,    which   is   being   amortized   over   20    years.
   Acquisition  costs  incurred  in connection  with  this  purchase
   transaction  which  consisted  principally  of  professional  and
   borrowing



2. ACQUISITIONS - Continued

   fees,  were  not  material.  The following table sets  forth  the
   unaudited  pro  forma  combined condensed results  of  operations
   for  the  year  ended  December 31, 1997, and  assumes  that  the
   foregoing  purchase  transaction  had  been  consummated  as   of
   January  1,  1997.   The pro forma results  are  not  necessarily
   indicative  of  the  results that would have  been  achieved  had
   these  acquisitions  occurred  on the  dates  indicated  or  that
   may occur in the future.


                                                     1997
                                                 (Unaudited)

      Revenu                                                $
     es                                            9,682,000

      Loss from                                             $
     operations                                    (861,000)

      Net income                                            $
     (loss)                                          326,000

      Earnings (loss)
     per share:
                                                            $
     Basic                                              0.10

                                                            $
     Dilute                                             0.09
     d


On  November  12, 1997, the Company formed a new Nevada  limited-
liability  company, Houze West.  In January 1998,  the  Company's
ownership interest decreased to 75% when an unaffiliated company,
Cactus Enterprises, LLC, purchased a 25% interest. Houze West was
to operate in the same business segment as the Company, primarily
in  the  decoration of mugs and glassware, and be a manufacturing
and  sales distribution center to the Company's customers in  the
western  United  States.  The Company  made  an  initial  capital
contribution to Houze West in the amount of $36,000. This capital
contribution  was  accounted  for  using  the  equity  method  of
accounting.  During  1998  Houze  West  was  shut  down  and  the
operations  were  transferred to Houze.   The  Company  plans  to
dissolve Houze West in the near future.

On February 18, 1998, the Company formed a new subsidiary, BBP, a
Texas   limited-liability  company  to  sell   surplus   building
supplies. On February 26, 1998, BBP purchased inventory and other
assets of B.J.'s Warehouse, a Texas company.  The purchase  price
was $150,000, of which $125,000 was paid in cash, and the balance
was  payable  in the form of a promissory note in the  amount  of
$25,000, over 24 months



2. ACQUISITIONS - Continued

   with  interest  calculated at 8%  per  annum.   In  1998,  the
   Company capitalized BBP in the amount of $77,000, and  made  a
   demand  loan  in  the  amount  of  $49,000.   To  finance  the
   capitalization and loan to BBP the Company borrowed  $140,000,
   including  $60,000 from Combahee Partners, L.P.  ("Combahee"),
   and  $40,000 from a company of which Brett Smith, a member  of
   the  Company's  board  of directors, is the  principal  owner.
   These loans are payable on demand.

   On  April  1, 1999 BBP and an unrelated entity, Super Surplus,
   Inc.,  formed  Bargain Building Products, Inc.   ("BBP,  Inc")
   in  which  BBP  owned  a 90% interest.   BBP  transferred  its
   assets  and  liabilities to BBP, Inc.  No  gain  or  loss  was
   recorded  on the transaction.  On September 30, 1999  BBP  was
   dissolved  and  its 90% interest in BBP, Inc. was  transferred
   to the Company.

   On  October 29, 1999 Bargain Builder.com, Inc. ("BB.com")  was
   formed  by  the  Company  and other parties,  including  board
   member  Brett R. Smith, to sell surplus building  supplies  on
   the  internet.  The Company exchanged its 90% interest in BBP,
   Inc.  and  assumed $152,000 in liabilities from BBP, Inc.  for
   407  shares or approximately a 41% interest in BB.com. No gain
   or  loss was recognized on the exchange of the BBP, Inc. stock
   for  the  BB.com stock because the fair value  of  the  BB.com
   stock   received  was  not  determinable  and  the   Company's
   investment in BBP, Inc. had been written down to zero  due  to
   prior  losses  of  the subsidiary under the equity  method  of
   accounting.

3. DISCONTINUED OPERATIONS

   In   connection  with  the  1994  sale  of  a   wholly   owned
   subsidiary,  Northern  Engineering  Corporation  ("Northern"),
   the  Company's crane business segment, the Company received  a
   secured  promissory note (the "Note") in the principal  amount
   of  $750,000 repayable on or before May 1, 1999. The Note  was
   secured  by a mortgage on property included in the  sale.  The
   purchaser  after paying $300,000 had the option to prepay  the
   remaining  principal balance of the Note  by  June  30,  1995.
   Such  prepayment was not made, and therefore, under  the  Note
   agreement,  the  purchaser was to additionally compensate  the
   Company  $50,000 by July 15, 1995, of which $10,000  had  been
   paid.   As  a result, the Company believed that the  principal
   amount  of  the  Note  and accrued interest  thereon  was  not
   collectible,  and therefore had made a full valuation  reserve
   in  the  March  31,  1997  and  December  31,  1996  financial
   statements  for the remaining principal balance in the  amount
   of  $490,000, plus $6,000 for accrued interest.   On  July  1,
   1997,  the  principal and accrued interest on  the  Note  were
   paid  in  full in the aggregate amount of $540,000,  including
   accrued  interest  of  $6,000  and  $44,000  representing   30
   percent  of  the  amount  that the  Company  was  entitled  to
   receive  if  the  Mortgaged Property was  sold  in  excess  of
   $750,000.   As  a result, as of June 30, 1997,  the  valuation
   reserve for principal of $490,000 and interest of $6,000  were
   reversed,  and  included in other income and interest  income,
   respectively.




4. INVENTORIES

   Inventories consisting of material, labor and overhead are  as
   follows:
                                               December 31,
                                              1999       1998
    Raw                                         $          $
   materials                                949,000   1,045,000
    Work in
   process                                   113,000    124,000
    Finished
   goods                                      67,000    283,000

                                                    $          $
                                           1,129,000  1,452,000

5.   PROPERTY AND EQUIPMENT

   The  following  is  a summary of the major classifications  of
   property and equipment:

                                               December 31,
                                              1999       1998
    Land                                            $          $
                                              18,000     18,000
    Buildings and
   improvements                              687,000    687,000
    Machinery and
   equipment                               2,237,000  2,084,000
    Construction in
   progress                                        -     76,000

                                           2,942,000  2,865,000
    Less:  accumulated depreciation
                                           (2,237,00  (2,111,00
                                                  0)         0)

                                                   $          $
                                             705,000    754,000


   Depreciation expense totaled $126,000, $113,000  and  $91,000
   for  the  years  ending  December 31, 1999,  1998  and  1997,
   respectively.

6.   ACCOUNTS RECEIVABLE

        Accounts receivable consists of the following:

                                                December 31,
                                               1999       1998
    Accounts receivable                             $          $
   - trade                                  1,778,000   1,709,00
                                                              0
    Accounts receivable -
   employees                                  45,000     24,000
    Accounts receivable -
   related parties                            10,000      6,000
    Accounts receivable
   - other                                    10,000          -

                                           1,843,000   1,739,00
                                                              0
    Less:  allowance for
   doubtful accounts                        (96,000)   (146,000
                                                              )

                                                   $          $
                                           1,747,000   1,593,00
                                                              0


7.   OTHER CURRENT LIABILITIES

   Other current liabilities consist of the following:

                                              December 31,
                                             1999       1998
    Accrued pension                                $          $
   expense                                   60,000     60,000
    Accrued accounting
   expense                                   87,000     49,000
    Accrued selling
   expense                                   26,000     26,000
    Other accrued
   expenses                                 135,000    114,000
    Due to non-
   affiliates                                     -    154,000
    Other
                                             81,000      4,000

                                                  $          $
                                            389,000    407,000


8.   INCOME TAXES

   As  of December 31, 1999 and 1998 the Company provided a  full
   valuation  allowance  for  the  net  deferred  tax  assets  of
   $824,000 and $871,000, respectively.  The deferred tax  assets
   primarily  result  from net operating loss  carryforwards  and
   certain  differences  in  the tax  basis  and  book  basis  of
   inventories, receivables and liabilities.

   The deferred tax asset consists of the following:

                                              December 31,
                                            1999        1998
    Allowance for doubtful accounts                $           $
                                             33,000     46,000
    Inventory
   reserve                                   32,000     44,000
    Net operating loss carryforward
                                            759,000    781,000

                                            824,000    871,000
    Less:  valuation allowance
                                          (824,000)  (871,000)

                                                  $          $
                                                  -          -













8.   INCOME TAXES - Continued

  The reported tax provision and a computed tax benefit based  on
  the  income  (loss)  before  income  taxes  are  reconciled  as
  follows:

                                     Year ended December 31,
                                     1999     1998     1997
    Income (loss) before income           $        $        $
   taxes                            249,000   (290,00   497,000
                                                 0)
    Statutory                           35%      35%      35%
   rate
        Total computed tax expense
   (benefit)                        87,000   (102,00   174,000
                                                 0)
    (Decrease) increase in taxes
   resulting from:
        Reversal of environmental
   valuation                             -        -   (271,00
                                                          0)
        Non deductible items
                                   (25,000   13,000        -
                                         )
        Permanent differences
                                   (1,000)        -        -
        Utilization of net
   operating loss carryforward      (61,000        -        -
                                         )
        Effect of net operating
   losses for which
          no tax
   benefit is                            -   89,000   97,000
   available
                                         $        $        $
                                         -        -        -

9.   SHORT-TERM BORROWINGS

   On  March 4, 1994, Houze entered into an agreement with a bank
   for  a  revolving line of credit facility in an amount not  to
   exceed  $400,000.   Advances  on  such  line  of  credit  bear
   interest  at  the  lending bank's prime rate  plus  3.5%.   In
   addition,  the bank is entitled to reimbursement of  fees  for
   auditing  Houze's accounts receivable during the term  of  the
   commitment.    Advances   are   collateralized   by   accounts
   receivable,   inventory  and  an  assignment  of   a   $50,000
   Certificate  of  Deposit  from Fay Penn  Economic  Development
   Council  and  a  $100,000  Certificate  of  Deposit  from  the
   Company,  and  are guaranteed by the Company and Mr.  Sanford.
   The  revolving line of credit facility maturity  was  extended
   from  December 31, 1995 to September 30, 1998 with a limit  of
   $500,000.   Upon  maturity, the Company executed  a  revolving
   line  of credit facility with a different bank for the  lesser
   of  $750,000 or, the sum of 80% of eligible accounts plus 100%
   of  cash collateral, as defined in the agreement.  Interest is
   payable  monthly  at  prime plus .75%  or  prime  plus  1.25%,
   depending  on  the security of cash collateral.  Advances  are
   collateralized by Houze's equipment, inventory,  and  accounts
   receivable  as  well  as  the real property  owned  by  Houze,
   secured under an open-end mortgage, and are guaranteed by  Mr.
   Sanford.   This  revolving line of credit  facility's  initial
   maturity was March 31, 1999.  Upon maturity an additional one-
   year renewal was obtained.

   The short-term borrowings of Houze are as follows:
                                       Year ended December 31,
                                       1999     1998      1997
    End of year                             $         $        $
   balance                           629,000   612,000   421,000
    Maximum amount outstanding              $         $        $
   during the year                   637,000   612,000   479,000
    Average balance outstanding             $         $        $
   during the year                   500,000   532,000   314,000
    Weighted average interest rate      9.20%     9.40%   11.50%
   during the year
    Interest rate at year end           9.75%     9.00%   11.50%


10.         NOTES PAYABLE AND DUE TO AFFILIATES

   As  of  December  31, 1998, the Company had notes  payable  to
   majority  owners  in  the aggregate of  $1,500,000  that  bore
   interest  at  the prime rate and were convertible  to  956,937
   shares  of  the  Company's common stock.  These notes  payable
   originated  in  1982.  The Company also  had  amounts  due  to
   affiliates of $1,076,000 relating to an assignment  of  unpaid
   amounts   owed   by   the   Company  to   former   controlling
   shareholders.   On  December 6, 1999, the Company  executed  a
   Conversion  Agreement  to  convert debt  interests  to  common
   stock  in accordance with a revised conversion calculation  as
   set   forth  in  the  Agreement.   In  accordance   with   the
   agreement,  on that same day, the Company issued  5.8  million
   shares  of its common stock to satisfy outstanding obligations
   consisting  of  the  $1,500,000  notes  payable  to   majority
   owners,  $870,000 in accrued interest relating to these  notes
   payable  and  $1,230,000  in amounts  due  to  affiliates  and
   others.   The  actual  transfer of stock certificates  to  the
   obligation holders did not occur until August 25, 2000 due  to
   the  restrictions  placed  on the issuance  of  the  Company's
   securities instituted by Harris, the Company's prior  transfer
   agent.

     The following details the amounts converted and the common
     stock issued:

      Obligation           Obligatio    Obligatio    Shares
                               n            n
        Holder               Total          %        Issued
     John H.                        $      59.20%
    Sanford                2,131,000                3,433,541
     Walter                                25.83%
    Carrucci (1)             930,000                1,498,267
     Marshall                              10.00%
    Sanford                  360,000                  580,000
     David                                  1.25%
    Stedman                   45,000                   72,500
     William                                1.25%
    Sanford                   45,000                   72,500
     Arthur                                 2.47%
    Williams                  89,000                  143,192
                                   $     100.00%
                           3,600,000                5,800,000

   (1) - Carrucci Family Partners' ownership is included.

   The  Company recorded a discount on common stock in the amount
   of  $2,200,000 for the difference between the par value of the
   shares  issued  and  the  carrying value  of  the  obligations
   converted.  The discount was offset against capital in  excess
   of par value on the balance sheet at December 31, 1999.

   As  discussed in Note 2, in connection with the acquisition of
   certain  assets and liabilities of Numo Manufacturing Company,
   Inc.   and  Diamond  Cap  Company,  Inc.,  Numo  entered  into
   Purchase  Notes in the aggregate principal amount of  $855,000
   and  $200,000  payable  pursuant  to  non-compete  agreements,
   described as follows.  The Purchase Notes and amounts  payable
   under  the  non-compete agreements bear interest initially  at
   the  rate of 8% per annum subject to adjustment on each  April
   1  and  October  1,  with  the first adjustment  to  occur  on
   October  1,  1997.   On each adjustment date  (October  1  and
   April  1)  the  interest rate shall be increased or  decreased
   (but  not  below 8% per annum or above 11% per  annum)  by  an
   amount  equal to 50% of the difference between the prime  rate
   published  by  The Wall Street Journal on the adjustment  date
   in  question  and  the immediately preceding adjustment  date.
   Principal  and  interest  payable on the  Purchase  Notes  and
   under the non-
10.NOTES PAYABLE AND DUE TO AFFILIATES - Continued

   compete  agreements  will be paid on the  first  day  of  each
   January, April, July and October, commencing on July 1,  1997.
   The  entire  unpaid principal balance on all such  obligations
   shall  be  due  and  payable on April 1, 2004.   The  Purchase
   Notes  are  secured by a pledge of substantially  all  of  the
   acquired  assets.  In addition, payment of the Purchase  Notes
   is  guaranteed  by  the Company.  The balance  outstanding  on
   these Notes as of December 31, 1999 and 1998 was $859,000  and
   $939,000, respectively.

   LMP  has  a promissory note payable to a bank in the  original
   principal  amount  of $70,000, repayable  over  7  years  with
   interest  calculated  at  1% over the  bank's  prime  interest
   rate.   The  payment  of  principal  is  indemnified  by   Mr.
   Sanford.  The note matures on February 22, 2002.  The  balance
   of  this note as of December 31, 1999 and 1998 was $25,000 and
   $37,000, respectively.

   In  connection with the purchase of certain assets of B.  J.'s
   Warehouse, BBP signed a promissory note with an individual  in
   the  amount of $25,000.  The balance is payable over 24 months
   with  interest  calculated at 8% per annum.   The  balance  on
   this note was $16,000 at December 31, 1998.

   During  the  year ended December 31, 1998, BBP made short-term
   borrowings  from  three  related  parties;  Mr.  Sanford,  Mr.
   Zanin,  who  is  a  member  of the  board  of  directors,  and
   Combahee,  a limited partnership in which Mr. Sanford  is  the
   general  partner.  As of December 31, 1998, BBP owed  combined
   principal  amounts totaling $53,000.  Interest  is  calculated
   at 8% per annum.

   During  the  years  ended  December 31,  1999  and  1998,  the
   Company  from  time  to time made short-term  borrowings  from
   Combahee.   As of December 31, 1999 and 1998 the Company  owed
   $0  and  $13,000 to Combahee payable on demand  with  interest
   calculated at 8% per annum.

   During  the  year  ended December 31, 1998, the  Company  made
   short-term  borrowings  from  Mr.  Sanford's  mother.   As  of
   December  31,  1998,  the Company had repaid  all  outstanding
   amounts.

   The  Company  also  has a minor capital lease  obligation  for
   computer  equipment.   As  of  December  31,  1999  and  1998,
   remaining  future  minimum  lease  payments  were  $2,000  and
   $3,000, respectively.










10.NOTES PAYABLE AND DUE TO AFFILIATES - Continued

   The following summarizes the note payable and due to affiliate
balances as described herein:

                                               December 31,
                                              1999      1998
    Notes payable to majority                      $          $
   owners                                         -   1,500,00
                                                             0
    Due to
   affiliates                                     -   1,076,00
                                                             0
    Numo Purchase Notes
                                            859,000    939,000
    LMP promissory note
                                             25,000     37,000
    BBP promissory note
                                                  -     16,000
    BBP related party short-term
   borrowings                                     -     53,000
    Short-term borrowing from
   Combahee                                       -     13,000
    Capital lease
   obligation                                 2,000      3,000
                                                   $          $
                                            886,000   3,637,00
                                                             0

    Reconciliation of above to balance
   sheet:
                                               December 31,
                                             1999      1998
    Current portion of notes                       $          $
   payable                                  102,000    175,000
    Due to
   affiliates                                     -   1,076,00
                                                             0
    Notes payable to
   affiliates                                     -   1,256,00
                                                             0
    Notes payable to
   others                                   784,000   1,130,00
                                                             0
                                                  $          $
                                            886,000   3,637,00
                                                             0

   Future maturities of notes payable as of December 31, 1999 are
as follows:

             2000                                    $
                                               102,000
             2001
                                               106,000
             2002
                                               102,000
             2003
                                               111,000
             2004
                                               120,000
             Thereafter
                                               345,000
                                                     $
                                               886,000



11.                                PENSION PLAN

   Houze   has   a  defined  benefit  plan  covering  hourly-paid
   employees.   Contributions are computed  using  the  projected
   unit  credit method of funding, the objective of which  is  to
   fund  each  participant's benefits  under  the  plan  as  they
   accrue.   Houze's funding policy is to contribute the  minimum
   amount  required  by the Employee Retirement  Income  Security
   Act  of  1974.   During 1999, 1998 and 1997, no  contributions
   were required to be made under the plan.

   The  net periodic benefit cost for the plan in 1999, 1998  and
   1997  was  $56,000,  $29,000 and $37,000,  respectively.   The
   components of the net periodic benefit cost are as follows:

                                      Year ended December 31,
                                       1999      1998      1997
    Service cost                            $        $         $
                                      57,000   51,000    41,000
    Interest
   cost                               55,000   43,000    42,000
    Expected return on plan assets
                                     (52,000   (52,000         -
                                           )        )
    Amortization of prior service
   cost                                8,000    3,000         -
    Amortization of unrecognized net
   gain                              (3,000)   (7,000)         -
    Amortization of unrecognized net
   transition asset                  (9,000)   (9,000)   (9,000)
    Unrealized gain on plan
   experience                              -        -   (107,00
                                                             0)
    Actual return on plan assets
                                           -        -    70,000
       Net periodic benefit cost            $        $         $
                                      56,000   29,000    37,000


   The following sets forth the change in the benefit obligation
and plan assets:
                                        December   December
                                           31,       31,
                                             1        1998
                                          1999
    Change in benefit
   obligation
      Benefit obligation at                  $           $
   beginning of year                   652,000     635,000
      Service
   cost                                57,000      51,000
      Interest
   cost                                55,000                     43,000

   Amendments                            74,000       -

   Actuarial                           28,000                      (36,000)
   gain
      Benefits
   paid                                  (43,000)  (41,000)
         Benefit obligation at end         823,000
   of year                                          652,000

    Change in plan
   assets
      Fair value of plan assets at
   beginning of year                     689,000   699,000
      Actual return
   on plan assets                        36,000     31,000
      Benefits                            (43,000)
   paid                                            (41,000)
         Fair value of plan assets
   at end of year                        682,000    689,000

         Funded                          (141,000)
   status                                            37,000




11.                    PENSION PLAN - Continued


                                                  1999    1998
      Funded status (carried forward from             $        $
   previous page)                              (141,00   37,000
                                                    0)
      Unrecognized net
   transition asset                            (45,000  (54,000
                                                     )        )
      Unrecognized net
   gain                                        (124,00  (186,00
                                                    0)       0)
      Unrecognized prior
   service cost                                102,000   31,000

         Accrued                                      $        $
   benefit cost                                (208,00  (172,00
                                                    0)       0)

    Weighted average assumptions as of
   December 31,
       Discount                                      7%       7%
   rate
       Expected return on plan                       8%       8%
   assets

   Plan assets were invested in a managed portfolio, consisting
   primarily of corporate bonds and common stock.

12.                  RELATED PARTY TRANSACTIONS

    There  were  no charges from affiliates for the  years  ended
December 31, 1999, 1998 and 1997.

   Information concerning certain other transactions between  the
   Company  and  other  corporations or  entities  which  may  be
   deemed  to be affiliates or related parties of the Company  is
   included elsewhere herein.

13.                                      LEASES

    The Company leases office and manufacturing space as well  as
various pieces of equipment.

     Minimum   annual  rental  commitments  under   noncancelable
operating leases are as follows:

       Year ending
      December 31:
               2000                                  $
                                               171,000
               2001                                  $
                                               168,000
               2002                                  $
                                               165,000
               2003                                  $
                                               105,000
               2004                                  $
                                                25,000


   Rent expense for the years ended December 31, 1999, 1998 and
   1997 was $174,000, $214,000 and $51,000, respectively.

   The Company earned $34,000 in sublease rental income during
   1999 for office and manufacturing space.

14.               COMMITMENTS AND CONTINGENCIES

   The  Company  had net income of $249,000 for  the  year  ended
   December  31,  1999,  stockholders'  equity  of  $82,000   and
   working  capital  of $669,000 as of December  31,  1999.   The
   improved   financial  results  are  primarily   due   to   the
   conversion  of debt and other payables to equity during  1999.
   The  Company  incurred losses from operations  for  the  years
   ended  December  31,  1998 and 1997 and  had  a  stockholders'
   deficiency  of  $3.8 million and $3.5 million as  of  December
   31,  1998  and  1997.  As of December 31, 1998  and  1997  the
   Company  had  consolidated working capital  deficits  of  $1.7
   million and $1.4 million, respectively.

   The  Company's  ability to meet its cash requirements  in  the
   next  year  is dependent upon substantial improvement  in  the
   results  of  operations  and cash flows  and  maintaining  and
   renewing  its  financing from its bank or  others.   If  these
   conditions  are not satisfactorily achieved, the  Company  may
   be  unable  to  generate  sufficient cash  flow  to  meet  its
   requirements,  and  therefore,  may  be  unable  to   continue
   operations.

   The  financial  statements  have  been  prepared  on  a  going
   concern   basis,   and  accordingly,  do   not   include   any
   adjustments  relating to the recoverability and classification
   of  recorded asset amounts nor do they include adjustments  to
   the  amounts and classification of liabilities that  might  be
   necessary  should  the  Company  be  unable  to  continue   in
   existence or be required to sell its assets.

   In  February  1993, the Company became aware that  certain  of
   the  products  of  Houze may have contained concentrations  of
   lead  and  cadmium  at levels that might constitute  hazardous
   waste.   While after testing, it was ascertained that products
   currently  being  produced  by Houze  were  within  acceptable
   levels,  certain products, generally those produced  prior  to
   1980,  had  unacceptable levels of lead  and  cadmium.   These
   products  produced prior to 1980 had been  disposed  of  in  a
   disposal  site located on Houze's property.  The  Pennsylvania
   Department of Environmental Protection (PDEP) and the  Company
   agreed  to  a  consent  order  on September  22,  1994,  which
   outlined  a  plan for Houze to remove and encapsulate  all  of
   the  hazardous  waste and thereby comply with  residual  waste
   pile   closure  requirements.   The  estimated  cost  of   the
   Company's  original plan of remediation was  increased  during
   1993  to  $900,000  from $200,000, based on  advice  from  its
   consultant.   These costs were provided for in  the  Company's
   1993  consolidated financial statements.  The Company incurred
   actual  remediation  expenses  in  the  aggregate  amount   of
   $215,000,  of which $45,000, $25,000 and $41,000 were  charged
   to  the  reserve  in  1997, 1996 and 1995,  respectively.   On
   February  12,  1998, a final closure inspection was  conducted
   by  the PDEP.  On February 23, 1998, the PDEP determined  that
   the  Company had satisfactorily complied with the requirements
   of  the  consent order, and the Company was released from  any
   further  obligation  with  respect  to  such  consent   order.
   Accordingly,  as  of  December 31, 1997, the  balance  of  the
   reserve  in  the  amount of $775,000 was reversed  into  other
   income.

   The  Company  is from time to time involved in  other  routine
   litigation  incidental to its business, the outcome  of  which
   in  the opinion of management will not have a material adverse
   effect  on  the Company's consolidated financial  position  or
   results of operations.



15.              STOCKHOLDERS' EQUITY (DEFICIT)

   The  components  of  stockholders' equity  (deficit)  and  the
   changes  therein for the three years ending December 31,  1999
   are as follows:
                              Capital   Minimu               Total
                                 in        m
                     Common    Excess   Pensio  Accumula   Stockho
                                 of        n       ted     lders'
                      Stock     Par     Liabil   Deficit   Equity
                               Value      ity              (Defici
                                                             t)
    Balance December      $         $        $        $
   31, 1996          3,321,0  7,464,0   (23,00  (14,773,   (4,011,
                       00        00       0)      000)      000)
    Net income
                        -        -         -     497,000   497,000
    Reduction in
   minimum pension
       liability
                        -        -      23,000      -      23,000
    Balance December
   31, 1997          3,321,0   7,464,0       -  (14,276,   (3,491,
                          00        00              000)    000)
    Net loss
                           -         -       -  (290,000   (290,00
                                                       )     0)
    Balance December
   31, 1998          3,321,0   7,464,0       -  (14,566,   (3,781,
                          00        00              000)    000)
    Net income
                           -         -       -   249,000   249,000
    Debt and accrued
   interest          3,818,0         -       -         -   3,818,0
   converted              00                                 00
    Other
   obligations       2,256,0         -       -         -   2,256,0
   converted              00                                 00
    Discount on
   stock issued            -   (2,444,       -         -   (2,444,
                                  000)                      000)
    Balance December         $         $       $         $      $
   31, 1999          9,395,0   5,020,0       -  (14,317,   98,000
                          00        00              000)

    Changes  in  issued  shares during  the  three  years  ending
December 31, 1999 are as follows:

                                            Preferr     Common
                                              ed
                                             Stock      Stock
    Balance at December
   31, 1996                                       -  3,321,039
    Issuance of
   shares                                         -          -
    Balance at December
   31, 1997                                       -  3,321,039
    Issuance of
   shares                                         -          -
    Balance at December
   31, 1998                                   -      3,321,039
    Issuance of shares to
   settle various liabilities                 -      5,800,000
    Issuance of shares to Blind
   John, LLC                                      -    273,631
    Balance at December
   31, 1999                                   -      9,394,670


   Preferred  Stock - The board of directors of the  Company  has
   the  authority to issue shares of preferred stock  in  one  or
   more  series  and  to fix the designations,  relative  powers,
   preferences,    rights,   qualifications,   limitations    and
   restrictions  of  all shares of any series, including  without
   limitation, dividend rates, conversion rights, voting  rights,
   redemption    and   sinking   fund   provisions,   liquidation
   preferences and the number of shares constituting the  series,
   without  any further vote or action by the holders  of  common
   stock.   There  are  no shares of preferred  stock  issued  or
   outstanding.


15.  STOCKHOLDERS' EQUITY (DEFICIT) - Continued

   Common  Stock - The holders of the Company's common stock  are
   entitled  to  one vote for each share held of  record  on  all
   matters submitted to a vote of shareholders.  Subject  to  the
   preferential  rights  of any issued and outstanding  preferred
   stock,  holders  of  common  stock  are  entitled  to  receive
   ratably  such  dividends, if any, as may be  declared  by  the
   board  of  directors out of funds legally available.   Holders
   of  common  stock  have  no preemptive rights,  no  cumulative
   voting  rights and no rights to convert their shares of common
   stock  to  any  other securities of the Company or  any  other
   party.

   The  Company did not declare or pay any cash dividends  during
   the   past  two  years.   The  applicable  provisions  of  the
   Business   Corporation   Act  of   Illinois,   the   Company's
   jurisdiction of incorporation, limit the payment of  dividends
   to  an amount equal to the difference between the assets of  a
   corporation and its liabilities.  No dividends were  permitted
   to  be  paid by the Company in 1999 or 1998 pursuant to  these
   restrictions.   The  Company  has  no  present  plan  for  the
   payment of any dividends.

16.     INVESTMENT IN UNCONSOLIDATED SUBSIDIARY

   The   Company's   investment   in  unconsolidated   subsidiary
   consists  of its 41% interest in BB.com, which was  formed  in
   1999.   At  December 31, 1999, the Company's  balance  in  its
   investment  in unconsolidated subsidiary account is  zero  due
   to  losses  incurred  by  BB.com in excess  of  the  Company's
   investment  balance.   The  Company's  share  of  unrecognized
   losses  relating  to  its investment in BB.com  for  the  year
   ending  December  31, 1999 was $30,000.  Summarized  financial
   information  as of and for the year ending December  31,  1999
   is as follows:

    Condensed Statement of Earnings
   Information:

       Net sales                                            $
                                                     1,190,0
                                                          00
       Gross                                                $
   profit                                            189,000
       Net                                                  $
   loss                                              (161,00
                                                          0)

    Condensed Balance
   Sheet:

       Current                                              $
   assets                                            473,000
       Non
   current                                            61,000
   assets
                                                            $
                                                     534,000

       Current                                              $
   liabilities                                       177,000
       Stockholders'
   equity                                            357,000
                                                           $
                                                     534,000




17. NON-CASH INVESTING AND FINANCING ACTIVITIES

   As  discussed in Note 2, in 1997, the Company acquired  assets
   net  of assumed liabilities in connection with the acquisition
   of  Numo  in  exchange for notes payable of  $1,055,000.   The
   Company  also  acquired  $6,000 in equipment  through  related
   capital lease obligations.

   As  discussed in Note 2, in 1998, BBP purchased inventory  and
   other  assets  of  B.J.'s Warehouse in exchange  for  $125,000
   cash and a note payable of $25,000.

   As  discussed in Note 2, in 1999, the Company assumed $152,000
   in  liabilities from BBP, Inc. in exchange for shares of stock
   in BB.com.

   As  discussed  in Note 2, in 1999, the Company  recorded  loan
   origination  expense of $30,000 and discount on  common  stock
   of  $244,000  in exchange for 273,631 shares of the  Company's
   common stock.

   As  discussed in Note 1, in 1999, BBP was not included in  the
   consolidated  financial  statements.  The  resulting  non-cash
   net  decrease  in  assets  and liabilities  was  $177,000  and
   $158,000, respectively.

   As  discussed  in Note 10, in 1999, outstanding notes  payable
   totaling   $1,500,000,  accrued  interest  of   $870,000   and
   $1,230,000  in  due  to  affiliates  were  exchanged  for  5.8
   million shares of the Company's common stock.

18.                           SUBSEQUENT EVENTS

   Effective March 1, 1998, Harris terminated its appointment  as
   the  Company's  transfer agent and registrar  due  to  overdue
   balances  and  non-payment of its invoices for  fees.   Harris
   would  not release the Company's records and stock certificate
   inventory  for  further  processing  until  the  Company  paid
   Harris  for all past due fees plus reimbursement of reasonable
   expenses.   The Company settled its obligations to Harris  and
   on  May  17, 2000 appointed American Stock Transfer and  Trust
   Company as its transfer agent.

   On  February  24,  2000 the Company borrowed $130,000  from  a
   related  party,  Mr. Sanford's mother, in  order  to  purchase
   equipment  for Numo.  The loan is for a term of one year  with
   interest  at  8%  per annum.  In addition, the Company  issued
   the  lender warrants to purchase 7,500 shares of common  stock
   of  the  Company  for $0.25 per share.  The  warrants  may  be
   exercised  from February 23, 2000 through February  23,  2003.
   The  loan and the issuance of the warrants was approved by the
   board of directors.





18.               SUBSEQUENT EVENTS - Continued

   On  October 10, 2000 the board of directors approved the  2000
   Stock  Plan  (the  "Plan") to award shares  of  the  Company's
   common   stock  and  stock  options  to  employees,  officers,
   directors,  consultants, and advisors  of  the  Company.   The
   total  number of shares of common stock reserved for  issuance
   under  the  plan  is  185,000.  The  Plan  will  terminate  on
   October  10, 2002.  On October 20, 2000 the board of directors
   approved  the  issuance  of 184,000 shares  of  the  Company's
   stock  under the Plan at an exercise price of $0.25 per  share
   to   certain  employees  and  directors  of  the  Company   as
   additional compensation.

   Due  to  the issuance of stock by BB.com during the first  ten
   months  of 2000, the Company's investment in BB.com  has  been
   reduced  from  41%  to approximately 22%  of  the  outstanding
   capital stock of BB.com.

   On  March 30, 2000 Houze renewed its line of credit for a term
   of  one year and increased the amount available under the line
   of credit to $1,050,000.

    In  October 2000, the Company filed with the State  of  North
Carolina to dissolve LMP.

   In  1998,  1999 and the first ten months of 2000, the  Company
   has been delinquent with various filings required by the SEC.
Item  9.    Changes  in  and Disagreements  with  Accountants  on
Accounting and Financial Disclosure.

     The  Company previously reported a change in accountants  on
Form 8-K filed October 4, 2000.

                            PART III

Item 10.  Directors and Executive Officers of the Registrant.

     The table below sets forth the names, ages and positions  of
the Company's directors and executive officers as of December 31,
1999:

Name                            Age       Position
John H. Sanford (1)             35        President, Secretary
                                          and Director
Brett R. Smith                  35        Director
Frank J. Zanin, Jr. (1)         34        Director, Chief
                                          Financial Officer
Michael Hicks                   33        Vice President, Numo
                                          Manufacturing
                                          Acquisitions, Inc.
David Weimer                    44        General Manager and
                                          Controller, Houze Glass
                                          Corporation

(1)  Effective  as  of  March 1, 2000,  the  Board  of  Directors
appointed  Mr.  Frank  J. Zanin, Jr., the  Company's  then  Chief
Financial  Officer, as Chief Executive Officer,  Chief  Financial
Officer and Secretary of the Company.  Mr. Zanin has been running
the  day-to-day business of the Company since his appointment  as
Chief Executive Officer.

     The   Board  of  Directors  currently  consists   of   three
directors.   Mr. Sanford was appointed to the Board of  Directors
in  April  1995 filling the vacancy caused by the resignation  of
Mr.  Ted  Nicholson on May 12, 1994.  Mr. Brett R. Smith and  Mr.
Frank  J. Zanin, Jr. were appointed to the Board of Directors  on
April  17,  1997 and April 24, 1997, respectively,  to  fill  the
vacancies created by the death of Mr. Bruce Paprella on April 21,
1996  and  resignation of Mr. Arthur Williams on April  4,  1995.
Directors   hold  office  until  the  next  annual   meeting   of
shareholders or until their successors are elected and qualified.
Directors  who  are employees of the Company do  not  receive  an
annual retainer or meeting attendance fees.

     The Company's officers are elected by the Board of Directors
and hold office at the discretion of the Board.

     John H. Sanford has been President of the Company since  the
death  of Mr. Paparella in 1996.  Between March 7, 1994 and  June
30, 1999, Mr. Sanford also served as the Company's Vice President
and  Chief  Financial Officer. He also became  Secretary  of  the
Company and a Director in April 1995.  Between 1993 and 1999  Mr.
Sanford  was  an equity trader for Carr Securities, Inc.,  a  New
York  brokerage  firm.  Mr. Sanford earned his  M.B.A.  from  the
University of North Carolina at Chapel Hill in 1993.

     Brett R. Smith has been a director since April 17, 1997.  In
1993  he  co-founded and has been a principal of Counter  Culture
Coffee  in  Durham, North Carolina.  Mr. Smith earned his  M.B.A.
from the University of North Carolina at Chapel Hill in 1993.

     Frank J. Zanin, Jr. has been a director since April 24, 1997
and employed by the Company as Chief Financial Officer since June
30,  1999.   Mr.  Zanin served as a Financial Analyst  for  Roper
Health  Systems,  Inc. since 1993.  Mr. Zanin earned  his  M.B.A.
from The College of William and Mary in 1991.

     Michael Hicks has been Vice President of Sales and Marketing
of Numo since 1997.  Prior to that he was Vice President of Sales
of Custom Printing, Inc.

     David Weimer has been General Manager and Controller of
Houze since 1997.  Prior to that he was Cost Accountant of Houze.

      Director Compensation

       In  October  2000,  the  Company compensated  its  outside
directors for services rendered between 1997 and 1999 and  to  be
rendered  during  2000 by issuing pursuant  to  the  Plan  30,000
shares  to  Mr.  Smith and 40,000 shares to Mr. Zanin,  who  also
became the Company's Chief Financial Officer on June 30, 1999.

      Section 16(a) Beneficial Ownership Reporting Compliance

       Section  16(a) of the Securities Exchange Act of 1934,  as
amended,  requires executive officers, directors  and  beneficial
owners  of  more  than  10% of the Company's  common  stock  (the
"Company  Reporting Persons") to file reports  of  ownership  and
changes in ownership with the Securities and Exchange Commission.
Based  on  our  review of the report forms that were  filed,  the
Company believes that during 1999 none of the filing requirements
applicable  to the Company Reporting Persons were complied  with.
Mr. John H. Sanford has not filed a Form 4 in connection with his
purchase of 150,000 shares of common stock on the open market  on
January  25,  1999,  the  conversion  of  his  portion   of   the
Convertible Debt and Accounts Receivable on December 6, 1999  and
his interest in the shares acquired by Blind John on December  8,
1999  upon  its exercise of the Financing Option.  Mr.  Brett  R.
Smith  has  not filed a Form 3 in connection with his appointment
to the Company's Board of Directors on April 17, 1997.  Mr. Frank
J.  Zanin,  Jr.  has  not filed a Form 3 in connection  with  his
appointment  to  the Company's Board of Directors  on  April  24,
1997.    Messrs.  Sanford,  Smith  and  Zanin  will  report   the
acquisition of shares of common stock under the Plan on Form 5 to
be  filed  in connection with the 2000 year end.  Mr.  Walter  P.
Carucci has not filed a Form 4 in connection with the purchase of
interests  in  the Convertible Notes and Accounts  Receivable  by
Carucci Family Partners on August 12, 1997 and the conversion  of
his  interests  and  those  interests  owned  by  Carucci  Family
Partners  in  the  Convertible Note and  Accounts  Receivable  on
December 6, 1999.

Item 11.  Executive Compensation.

     The  following table sets forth the compensation of John  H.
Sanford  for  the years ended December 31, 1999, 1998  and  1997.
Mr. Sanford deferred 100% of his compensation in 1997.

            Name                1999     1998     1997
John H. Sanford               $80,000  $55,000   $12,000
President,   Secretary    and
Director
     Until  August  1998,  Mr. Sanford held  a  position  with  a
non-affiliated company that paid him compensation.   The  officer
devoted  the  time  to  the  Company and  to  his  non-affiliated
employer  as  was  necessary for the effective discharge  of  his
duties.  Since January 1998, Mr. Sanford has devoted all  of  his
time  to  the company.  On October 20, 2000, the Company  granted
20,000 shares of its common stock to Mr. Sanford pursuant to  the
Plan  as  compensation for his services as director and President
of the Company between 1997 and 2000.

     Mr.  Sanford  pursuant to the Plan as compensation  for  his
services  as  director and President of the Company between  1997
and 2000.

     Compensation Committee Interlocks and Insider Participation

     The Company has no compensation committee.  As a director or
the Company, Mr. Sanford participated in the deliberations of the
Board of Directors concerning executive compensation.

Item  12.   Security Ownership of Certain Beneficial  Owners  and
Management.

     The  following  table sets forth information  regarding  the
beneficial ownership of shares of the Company's common stock,  as
of  October 20, 2000, by each person who beneficially  owns  more
than  five  percent  of  such shares, by  each  director  of  the
Company,  by each executive officer named in Item 10 and  by  all
directors and executive officers of the Company as a group.  Each
person  named  in the table has sole voting and investment  power
with  respect to all shares of common stock shown as beneficially
owned by him or it, except as otherwise set forth in the notes to
the table.

       Name and           Amount of
      Address(1)         Beneficial          Percent
    of Beneficial         Ownership
        Owner
  John H. Sanford         5,196,602          54.25%
  Walter P. Carucci     1,498,267(2)         15.64%
  One Penn Plaza,
  Suite 4720
  New York, NY 10119-
  0002
  Carucci Family           724,968            7.57%
  Partners
  One Penn Plaza,
  Suite 4720
  New York, NY 10119-
  0002
  Marshall C.              648,407            6.77%
  Sanford, Jr.
  1725 Atlantic
  Avenue,
  Sullivans Island,
  SC 29482
  Frank J. Zanin,          40,000               *
  Jr.
  Brett R. Smith           30,000               *
  All Directors and       5,266,602          54.98%
  Executive Officers
  (3 persons)(5)

(1)   Unless  otherwise indicated, the address for the beneficial
  owner  is  c/o  Wilson  Brothers USA, Inc.,  125  King  Street,
  Charleston SC, 29401.
(2)   Includes 724,968 shares owned by Carucci Family Partners, a
  partnership in which Mr. Carucci is the general partner.
(3)   Includes shares owned by Mr. John H. Sanford, Mr. Zanin and
  Mr. Smith.
* Less than 1%.

Item 13.  Certain Relationships and Transactions.

     The  Company and other parties, including Brett R. Smith,  a
member    of   the   Company's   Board   of   Directors,   formed
BargainBuilders.com on October 29, 1999 to sell surplus  building
supplies on the Internet.  The Company exchanged its 90% interest
in  BBP, Inc. and assumed $152,000 in liabilities from BBP,  Inc.
for 407 shares of BB.com, approximately a 41% interest in BB.com.

     On  December  6,  1999, the Company and the holders  of  the
Convertible Note and the Accounts Receivable entered into a  plan
for  conversion of the Convertible Notes and Accounts  Receivable
into  5,800,000  shares  of  the  Company's  common  stock.   Mr.
Sanford,  Mr. Carucci, Carucci Family Partners and Mr.  Sanford's
brother,  Mr.  Marshall  C.  Sanford,  Jr.,  received  3,433,541,
773,299,  724,968  and  580,000 shares of  the  Company's  common
stock, respectively, as a result of this plan.

     On February 24, 2000 the Company borrowed $130,000 from Mrs.
Margaret  S.  Peyton, Mr. Sanford's mother, in order to  purchase
equipment  for  Numo.  The loan is for a term of  one  year  with
interest  at 8% per annum.  In addition, the Company issued  Mrs.
Peyton  warrants to purchase 7,500 shares of common stock of  the
Company for $0.25 per share.  The Board of Directors approved the
loan and the issuance of the warrant.

     From  time  to  time the Company made short-term  borrowings
from Combahee, a limited partnership of which Mr. John Sanford is
the general partner.  The Company borrowed approximately $138,000
during 1997 and 1998 and repaid this amount in full during 1999.
                             PART IV

Item  14.  Exhibits, Financial Statements Schedules, and  Reports
on Form 8-K.

(A)  1.   Financial Statements:

          See Index to Financial Statements (Item 8)

     2.   Financial Statement Schedule:

                    II.   Valuation  and  Qualifying  Accounts  -
                    Three years ended December 31, 1999

                    All   other  schedules  are  omitted  as  the
                    required information is inapplicable  or  the
                    information  is  presented in  the  financial
                    statements or the notes thereto.

     3.   Exhibits:

          3.1    Articles   of   Incorporation  (including   all
                 amendments    thereto)    of    the    Company,
                 incorporated  herein  by  reference  from   the
                 Company's   Form  10-K  for  the   year   ended
                 December 31, 1980
          3.2    Certificate of Resolution to Amend Articles  of
                 Incorporation as to change of name from  Wilson
                 Brothers   to   Wilson   Brothers   USA,   Inc.
                 incorporated  by reference from  the  Company's
                 Form 10-Q for the quarter ended June 30, 1997
          3.3    By-Laws of the Company, incorporated herein  by
                 reference from the Company's Form 10-K for  the
                 year ended December 31, 1980
          4.1    Articles   of   Incorporation  (including   all
                 amendments    thereto)    of    the    Company,
                 incorporated  herein  by  reference  from   the
                 Company's   Form  10-K  for  the   year   ended
                 December 31, 1980
          4.2    Certificate of Resolution to Amend Articles  of
                 Incorporation as to change of name from  Wilson
                 Brothers   to   Wilson   Brothers   USA,   Inc.
                 incorporated  by reference from  the  Company's
                 Form 10-Q for the quarter ended June 30, 1997
          4.3    By-Laws of the Company, incorporated herein  by
                 reference from the Company's Form 10-K for  the
                 year ended December 31, 1980
          4.4    Specimen  certificate, Common Stock, $1.00  par
                 value per share *
          4.5    Plan  for  Conversion of Convertible Notes  and
                 Accounts Receivable by and between the  Company
                 and certain security holders *
          4.6    Warrant  to  purchase 7,500  shares  of  common
                 stock,  issued  to  Margaret  S.  Peyton,   Mr.
                 Sanford's Mother, on February 23, 2000 *
          10.1   Loan  Agreement  dated March 11,  1994  by  and
                 between  Houze  Glass Corporation  and  Integra
                 Bank/South, incorporated by reference from  the
                 Company's   Form  10-K  for  the   year   ended
                 December 31, 1993
          10.2   Security  Agreement dated March  11,  1994,  by
                 and   between   Houze  Glass  Corporation   and
                 Integra  Bank/South, incorporated by  reference
                 from  the  Company's Form  10-K  for  the  year
                 ended December 31, 1993
          10.3   Revolving Credit Note dated September 14,  1994
                 between  Houze  Glass Corporation  and  Integra
                 Bank/South, incorporated by reference from  the
                 Company's   Form  10-K  for  the   year   ended
                 December 31, 1994
          10.4   First  Amendment  to  Loan Agreement  and  Note
                 Modification  Agreement  dated  September   14,
                 1994   between  Houze  Glass  Corporation   and
                 Integra  Bank/South, incorporated by  reference
                 from  the  Company's Form  10-K  for  the  year
                 ended December 31, 1994
          10.5   Amended  and Restated Security Agreement  dated
                 December   30,   1994   between   Houze   Glass
                 Corporation    and   Integra/Bank   Pittsburgh,
                 incorporated  by reference from  the  Company's
                 Form 10-K for the year ended December 31, 1994
          10.6   Third  Amendment  to  Loan Agreement  and  Note
                 Modification  Agreement  between  Houze   Glass
                 Corporation and Integra Bank/South  dated  July
                 21,  1995, incorporated by reference  from  the
                 Company's   Form  10-K  for  the   year   ended
                 December 31, 1995
          10.7   Fourth  Amendment  to Loan Agreement  and  Note
                 Modification  Agreement  between  Houze   Glass
                 Corporation and Integra Bank/South  dated  July
                 21,  1995, incorporated by reference  from  the
                 Company's   Form  10-K  for  the   year   ended
                 December 31, 1995
          10.8   Fifth  Amendment  to  Loan Agreement  and  Note
                 Modification  Agreement  between  Houze   Glass
                 Corporation   and   National   City   Bank   of
                 Pennsylvania  dated June 18, 1996, incorporated
                 by  reference from the Company's Form 10-K  for
                 the year ended December 31, 1996
          10.9   Sixth  Amendment  to  Loan Agreement  and  Note
                 Modification  Agreement  between  Houze   Glass
                 Corporation   and   National   City   Bank   of
                 Pennsylvania  December 20,  1996,  incorporated
                 by  reference from the Company's Form 10-K  for
                 the year ended December 31, 1996
          10.10  Seventh  Amendment to Loan Agreement  and  Note
                 Modification  Agreement  between  Houze   Glass
                 Corporation   and   National   City   Bank   of
                 Pennsylvania December 29, 1997 incorporated  by
                 reference from the Company's Form 10-Q for  the
                 period ended March 31, 1998
          10.10  Asset    Purchase   Agreement   between    Numo
                 Manufacturing  Company,  Inc  and  Diamond  Cap
                 Company,    Inc,    and   Numo    Manufacturing
                 Acquisition,   Inc  dated   April   30,   1997,
                 incorporated  by reference from  the  Company's
                 Form  10-K  for  the  year ended  December  31,
                 1998.
          10.11  Loan  agreement made and entered into this  1st
                 day  of  May, 1997, by and between Blind  John,
                 LLC  and the Company, incorporated by reference
                 from  the  Company's Form  10-K  for  the  year
                 ended December 31, 1998.
          10.12  Numo    Manufacturing    Acquisitions,    Inc's
                 promissory    notes   to   Numo   Manufacturing
                 Company,  Inc  and  Diamond  Cap  Company,  Inc
                 dated  May  1, 1997, incorporated by  reference
                 from  the  Company's Form  10-K  for  the  year
                 ended December 31, 1998.
          10.13  Wilson Brothers USA, Inc. 2000 Stock Plan*
          11.1   Computation of Earnings (Loss) per  Common  and
                 Equivalent  Share - Five Years  Ended  December
                 31, 1999*


          16.1   Letter  re.  Change  in  Certifying  Accountant
                 incorporated by reference from Wilson  Brothers
                 USA, Inc. Form 8-K filed on October 4, 2000
          21.1   Subsidiaries of Wilson Brothers USA, Inc.*
          23.1   Consent of Arthur Anderson LLP*
          23.1   Consent of Pratt-Thomas, Gumb & Co., P.A.*
          24.1   Power  of Attorney (included on signature pages
                 hereto)
          27.1   Financial  Data  Schedule  fiscal  year   ended
                 12/31/99 (for SEC use only)*

     _____________________
     *  being filed herewith.

(B)  Reports on Form 8-K

          The  registrant  announced its plan for  Conversion  of
          Convertible Notes and Accounts Receivable on  Form  8-K
          on December 7, 1999.

                           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.

                                   WILSON BROTHERS USA, Inc.
Dated: January 23, 2001              By:    /s/ Frank J. Zanin,
                                     Jr.
                                     Frank J. Zanin, Jr.
                                     Chief Executive Officer and
                                     Chief Financial Officer

     We,   the  undersigned  directors  and  officers  of  Wilson
Brothers  USA,  Inc.  (the "Company"), do hereby  constitute  and
appoint Frank J. Zanin, Jr., our true and lawful attorney-in-fact
and  agent,  with  full  power of substitution,  to  execute  and
deliver an Annual Report on Form 10-K pursuant to Section  13  or
15(d)  of  the  Securities Exchange Act of 1934, as amended  (the
"Act"), with respect to the year ended December 31, 1999,  to  be
filed with the Securities and Exchange Commission, and to do  any
and  all  acts and things and to execute any and all  instruments
for  us and in our names in the capacities indicated below, which
said  attorney-in-fact and agent may deem necessary or  advisable
to  enable  the  Company to comply with the Act  and  any  rules,
regulations,  and  requirements of the  Securities  and  Exchange
Commission  in  connection  with such Report,  including  without
limitation the power and authority to execute and deliver for  us
or  any of us in our names and in the capacities indicated  below
any  and  all amendments to such Report; and we do hereby  ratify
and  confirm all that the said attorneys-in-fact and agents shall
do or cause to be done by virtue of this power of attorney.

     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
indicated and on the dates indicated.

Date          Signature             Titles
January 23,   /s/ Frank J. Zanin,   Chief Executive Officer,
2001          Jr.                   Chief Financial Officer,
              Frank J. Zanin, Jr.   Secretary and Director
                                    (Principal Executive Officer
                                    and Principal
                                    Financial Officer)
January 23,   /s/ John H. Sanford   President and Director
2001          John H. Sanford
January 23,   /s/ Brett R. Smith    Director
2001          Brett R. Smith

             INDEX TO FINANCIAL STATEMENT SCHEDULES
                                                         Page
II.  Valuation and Qualifying Accounts - Three            50
     years ended December 31, 1999

                                                      Schedule II
           WILSON BROTHERS USA, INC. AND SUBSIDIARIES
                Valuation and Qualifying Accounts
               Three years ended December 31, 1999
                                        Addition
                                Balance     s     Deducti   Balance
                                  at     charged    ons        at
Description                     beginni    to       from      end
                                  ng      costs   reserve   of year
                                of year    and       s
                                        expenses
Year ended December 31, 1999:
           Receivables -        $146,00  $127,000  $178,00   $95,000
allowance for                         0                  0
                doubtful
accounts
           Note receivable -          $         $        $  $      -
valuation reserve                    --        --       --         -

           Accrued interest -         $         $        $  $      -
valuation reserve                    --        --       --         -

Year ended December 31, 1998:
           Receivables -        $143,00  $104,000  $101,00  $146,000
allowance for                         0                  0
                doubtful
accounts
           Note receivable -          $         $        $  $      -
valuation reserve                    --        --       --         -

           Accrued interest -         $         $        $  $      -
valuation reserve                    --         -       --         -

Year ended December 31, 1997:
           Receivables -        $160,00  $132,000  $149,00  $143,000
allowance for                         0                  0
                doubtful
accounts
           Notes receivable -   $490,00         $  $490,00  $      -
valuation reserve                     0        --        0         -

           Accrued interest -    $6,000         $   $6,000  $      -
valuation reserve                              --                  -


                          EXHIBIT INDEX

          3.1    Articles   of   Incorporation  (including   all
                 amendments    thereto)    of    the    Company,
                 incorporated  herein  by  reference  from   the
                 Company's   Form  10-K  for  the   year   ended
                 December 31, 1980
          3.2    Certificate of Resolution to Amend Articles  of
                 Incorporation as to change of name from  Wilson
                 Brothers   to   Wilson   Brothers   USA,   Inc.
                 incorporated  by reference from  the  Company's
                 Form 10-Q for the quarter ended June 30, 1997
          3.3    By-Laws of the Company, incorporated herein  by
                 reference from the Company's Form 10-K for  the
                 year ended December 31, 1980
          4.1    Articles   of   Incorporation  (including   all
                 amendments    thereto)    of    the    Company,
                 incorporated  herein  by  reference  from   the
                 Company's   Form  10-K  for  the   year   ended
                 December 31, 1980
          4.2    Certificate of Resolution to Amend Articles  of
                 Incorporation as to change of name from  Wilson
                 Brothers   to   Wilson   Brothers   USA,   Inc.
                 incorporated  by reference from  the  Company's
                 Form 10-Q for the quarter ended June 30, 1997
          4.3    By-Laws of the Company, incorporated herein  by
                 reference from the Company's Form 10-K for  the
                 year ended December 31, 1980
          4.4    Specimen  certificate, Common Stock, $1.00  par
                 value per share *
          4.5    Plan  for  Conversion of Convertible Notes  and
                 Accounts Receivable by and between the  Company
                 and certain security holders *
          4.6    Warrant  to  purchase 7,500  shares  of  common
                 stock,  issued  to  Margaret  S.  Peyton,   Mr.
                 Sanford's Mother, on February 23, 2000 *
          10.1   Loan  Agreement  dated March 11,  1994  by  and
                 between  Houze  Glass Corporation  and  Integra
                 Bank/South, incorporated by reference from  the
                 Company's   Form  10-K  for  the   year   ended
                 December 31, 1993
          10.2   Security  Agreement dated March  11,  1994,  by
                 and   between   Houze  Glass  Corporation   and
                 Integra  Bank/South, incorporated by  reference
                 from  the  Company's Form  10-K  for  the  year
                 ended December 31, 1993
          10.3   Revolving Credit Note dated September 14,  1994
                 between  Houze  Glass Corporation  and  Integra
                 Bank/South, incorporated by reference from  the
                 Company's   Form  10-K  for  the   year   ended
                 December 31, 1994
          10.4   First  Amendment  to  Loan Agreement  and  Note
                 Modification  Agreement  dated  September   14,
                 1994   between  Houze  Glass  Corporation   and
                 Integra  Bank/South, incorporated by  reference
                 from  the  Company's Form  10-K  for  the  year
                 ended December 31, 1994
          10.5   Amended  and Restated Security Agreement  dated
                 December   30,   1994   between   Houze   Glass
                 Corporation    and   Integra/Bank   Pittsburgh,
                 incorporated  by reference from  the  Company's
                 Form 10-K for the year ended December 31, 1994
          10.6   Third  Amendment  to  Loan Agreement  and  Note
                 Modification  Agreement  between  Houze   Glass
                 Corporation and Integra Bank/South  dated  July
                 21,  1995, incorporated by reference  from  the
                 Company's   Form  10-K  for  the   year   ended
                 December 31, 1995
          10.7   Fourth  Amendment  to Loan Agreement  and  Note
                 Modification  Agreement  between  Houze   Glass
                 Corporation and Integra Bank/South  dated  July
                 21,  1995, incorporated by reference  from  the
                 Company's   Form  10-K  for  the   year   ended
                 December 31, 1995
          10.8   Fifth  Amendment  to  Loan Agreement  and  Note
                 Modification  Agreement  between  Houze   Glass
                 Corporation   and   National   City   Bank   of
                 Pennsylvania  dated June 18, 1996, incorporated
                 by  reference from the Company's Form 10-K  for
                 the year ended December 31, 1996
          10.9   Sixth  Amendment  to  Loan Agreement  and  Note
                 Modification  Agreement  between  Houze   Glass
                 Corporation   and   National   City   Bank   of
                 Pennsylvania  December 20,  1996,  incorporated
                 by  reference from the Company's Form 10-K  for
                 the year ended December 31, 1996
          10.10  Seventh  Amendment to Loan Agreement  and  Note
                 Modification  Agreement  between  Houze   Glass
                 Corporation   and   National   City   Bank   of
                 Pennsylvania December 29, 1997 incorporated  by
                 reference from the Company's Form 10-Q for  the
                 period ended March 31, 1998
          10.10  Asset    Purchase   Agreement   between    Numo
                 Manufacturing  Company,  Inc  and  Diamond  Cap
                 Company,    Inc,    and   Numo    Manufacturing
                 Acquisition,   Inc  dated   April   30,   1997,
                 incorporated  by reference from  the  Company's
                 Form  10-K  for  the  year ended  December  31,
                 1998.
          10.11  Loan  agreement made and entered into this  1st
                 day  of  May, 1997, by and between Blind  John,
                 LLC  and the Company, incorporated by reference
                 from  the  Company's Form  10-K  for  the  year
                 ended December 31, 1998.
          10.12  Numo    Manufacturing    Acquisitions,    Inc's
                 promissory    notes   to   Numo   Manufacturing
                 Company,  Inc  and  Diamond  Cap  Company,  Inc
                 dated  May  1, 1997, incorporated by  reference
                 from  the  Company's Form  10-K  for  the  year
                 ended December 31, 1998.
          10.13  Wilson Brothers USA, Inc. 2000 Stock Plan*
          11.1   Computation of Earnings (Loss) per  Common  and
                 Equivalent  Share - Five Years  Ended  December
                 31, 1999*
          16.1   Letter  re.  Change  in  Certifying  Accountant
                 incorporated by reference from Wilson  Brothers
                 USA, Inc. Form 8-K filed on October 4, 2000
          21.1   Subsidiaries of Wilson Brothers USA, Inc.*
          23.1   Consent of Arthur Anderson LLP*
          23.1   Consent of Pratt-Thomas, Gumb & Co., P.A.*
          24.1   Power  of Attorney (included on signature pages
                 hereto)
          27.1   Financial  Data  Schedule  fiscal  year   ended
                 12/31/99 (for SEC use only)*


Exhibit 4.4

Exhibit 4.5

                      CONVERSION AGREEMENT

     THIS AGREEMENT is made as of this 6th day of December, 1999,
between   the   undersigned  and  Wilson   Brothers   USA,   Inc.
("Company").  The undersigned are owners of convertible notes and
accounts  receivable from the Company which are  in  arrears  and
have accumulated interest.  In lieu of enforcing the obligations,
which  would  jeopardize  the  viability  of  the  Company,   the
undersigned  will convert debt interests to common stock  in  the
Company in accordance with the conversion set forth below.

      The  undersigned, the holders of the convertible notes  and
accounts   receivable  as  set  forth  on  attached   Exhibit   A
("Obligations"), hereby surrender the Obligations for  conversion
into  shares  of  common stock of the Company  as  set  forth  on
Exhibit A (the "Shares") in return for the extinguishment of  the
entire  principal  amount  of the Obligations  and  all  interest
accrued  thereon, and request that certificates representing  the
Shares be issued in the name of the undersigned.

      In  connection  herewith, each of  the  undersigned  hereby
warrants  and  represents that the Shares are being acquired  for
the undersigned's own account and for investment, and not with  a
view to, or in connection with, any distribution or sale thereof,
that  he  has made no agreement with any other person  or  entity
concerning the Shares, and that his financial condition  is  such
that it will not be necessary for him to dispose of the Shares in
the  foreseeable future.  Furthermore, the undersigned agrees  to
indemnify  and  hold the Company harmless from  and  against  any
claim,   liability,   cost,  or  expense,  including   reasonable
attorneys' fees, arising from any alleged unlawful sale or  offer
to   sell  or  transfer  any  of  the  foregoing  Shares  by  the
undersigned.   The undersigned also represents he is  aware  that
the  Shares being acquired have not been registered under  either
federal law and rules or the applicable law of any state or other
jurisdiction, and that sale or resale of the Shares  may  not  be
permitted under federal or state law unless such Shares are first
registered  as securities, or the sale is a transaction  that  is
exempt  from  registration under both  federal  and  state  laws.
Furthermore, the undersigned agrees to refrain from any  sale  of
the  Shares  except  pursuant to registration or  exemption  from
registration.    The undersigned hereby represents  that  he  has
been  fully appraised of, and is totally aware of, the nature  of
the  investment  being  made  and  the  financial  risks  of  the
investment,  has  been  offered access to all  of  the  company's
books,  records, information, agreements, and documents  that  he
has deemed necessary and appropriate under the circumstances, and
does not require or desire any information or data pertaining  to
the company.



THIS AGREEMENT may be executed in multiple counterparts which  in
the aggregate shall constitute one Agreement


                                   WILSON BROTHERS USA, INC.


                              By   \s\John H. Sanford
                                         John  H. Sanford
                                         President


                              /s/John H. Sanford
                                 John  H. Sanford

                              /s/Marshall C. Sanford,
                         Jr.
                                 Marshall C. Sanford, Jr.

                              /s/Arthur R. Williams
                                 Arthur R. Williams

                              /s/Walter Carucci
                                 Walter Carucci

                              /s/Walter Carucci
                                 Carucci Family Partners

                              /s/David Stedman
                                 David Stedman

                              /s/William Sanford
                                 William Sanford




Exhibit 4.7

Warrant No. 1:  Right to purchase 7,500 shares of Common Stock
     Wilson Brothers USA, Inc., and Illinois corporation.

Registered Owner:  Margaret S. Peyton

For  value  received,  Wilson Brothers  USA,  Inc.,  an  Illinois
corporation,  (the "Corporation") grants the following rights  to
the registered owner of this Warrant:

     (a)  Issue.   Upon tender to the Corporation (as defined  in
paragraph  (e)  hereof),  the  Corporation  shall  issue  to  the
registered  owner  hereof  the  number  of  shares  specified  in
paragraph  (b) hereof of fully paid and nonassessable  shares  of
Common  Stock  of  the Corporation that the registered  owner  is
otherwise entitled to purchase.

     (b)  Number of shares.  The number of shares of Common Stock of
the  Corporation  that the registered owner of  this  Warrant  is
entitled  to  receive  upon exercise of  this  Warrant  is  7,500
shares.    The  warrant must be exercised for all, but  not  less
than  all,  7,500 shares.   The Corporation shall  at  all  times
reserve  and hold available sufficient shares of Common Stock  to
satisfy  all  conversion  and  purchase  rights  represented   by
outstanding   convertible  securities,  options   and   warrants,
including  the  Warrant.   The Corporation covenants  and  agrees
that  all  shares  of Common Stock that may be  issued  upon  the
exercise of the Warrant shall, upon issuance, be duly and validly
issued,  fully paid and nonassessable, and free from  all  taxes,
liens  and charges with respect to the purchase and the  issuance
of the shares.

     (c)  Exercise price.   The exercise price of this Warrant, the
price  at which the shares of stock purchasable upon exercise  of
this  Warrant may be purchased, is twenty-five cents ($0.25)  per
share.

     (d)  Exercise period.  Provided, that this Warrant may only be
exercised on or after February 23, 2000, and on or before  a  day
that is three years after that date ("Exercise Period").  If  not
exercised during this period, this Warrant and all rights granted
under this Warrant shall expire and lapse.

     (e)  Tender.  The exercise of this Warrant must be accomplished
by  actual  delivery  of the Exercise Price  in  cash,  certified
check,  or  official  bank draft in lawful money  of  the  United
States  of  America, and by actual delivery of  a  duly  executed
exercise  form,  a copy of which is attached to this  Warrant  as
Exhibit  "A"  properly executed by the registered owner  of  this
Warrant,  and  by  surrender of this Warrant.   The  payment  and
exercise  form must be delivered, personally or by mail,  to  the
offices  of  the  Corporation  at 125  King  Street,  Suite  204,
Charleston, SC 29401.  Documents sent by mail shall be deemed  to
be delivered when they are received by the Corporation.

          THIS  WARRANT  HAS NOT BEEN REGISTERED  UNDER
          THE  SECURITIES ACT OF 1933, AS  AMENDED,  OR
          THE  SECURITIES  LAWS  OF  ANY  STATE.   THIS
          WARRANT MAY NOT BE SOLD, OFFERED FOR SALE  OR
          TRANSFERRED  IN THE ABSENCE OF  AN  EFFECTIVE
          REGISTRATION  UNDER  THE  SECURITIES  ACT  OF
          1933,  AS  AMENDED, AND ANY APPLICABLE  STATE
          SECURITIES  LAWS,  OR AN  OPINION  OF  COUSEL
          SATISFACTORY   IN  FORM  AND  SUSBSTANCE   TO
          COUNSEL  FOR THE COMPANY THAT THE TRANSACTION
          WILL NOT RESULT IN A VIOLATION OF FEDERAL  OR
          STATE SECURITIES LAWS.

     IN WITNESS WHEREOF, the Corporation has signed
this Warrant by its duly authorized officers the 23rd
day of February 2000.

                              WILSON BROTHERS USA, INC.

               Corporate Seal      By   \s\John H.
Sanford
                                         John  H. Sanford

                              Its    President
Exhibit 10.13

                    WILSON BROTHERS USA, INC.

                         2000 STOCK PLAN

1.   Purpose and Eligibility

      The  purpose of this 2000 Stock Plan (the "Plan") of Wilson
Brothers USA, Inc. (the "Company") is to provide common stock  in
the  Company (each an "Award") to employees, officers, directors,
consultants and advisors of the Company and its Subsidiaries, all
of  whom  are  eligible to receive Awards under  the  Plan.   Any
person to whom an Award has been granted under the Plan is called
a "Participant".  Additional definitions are contained in Section
8.

1.   Administration
2.
a.        Administration by Board of Directors.  The Plan will be
administered  by  the  Board of Directors  of  the  Company  (the
"Board").   The  Board, in its sole discretion,  shall  have  the
authority  to grant and amend Awards, to adopt, amend and  repeal
rules  relating  to  the Plan and to interpret  and  correct  the
provisions of the Plan and any Award.  All decisions by the Board
shall  be  final and binding on all interested persons.   Neither
the  Company nor any member of the Board shall be liable for  any
action or determination relating to the Plan.
b.
c.        Appointment of Committees.  To the extent permitted by
applicable law, the Board may delegate any or all of its powers
under the Plan to one or more committees or subcommittees of the
Board (a "Committee").  All references in the Plan to the Board
shall mean such Committee or the Board.
d.
e.        Delegation to Executive Officers.  To the extent
permitted by applicable law, the Board may delegate to one or
more executive officers of the Company the power to grant Awards
and exercise such other powers under the Plan as the Board may
determine, provided that the Board shall fix the maximum number
of Awards to be granted and the maximum number of shares issuable
to any one Participant pursuant to Awards granted by such
executive officers.
f.
3.   Stock Available for Awards
4.
a.         Number of Shares.  Subject to adjustment under Section
3(c),  the  aggregate  number of shares of Common  Stock  of  the
Company (the "Common"Stock") that may be issued pursuant  to  the
Plan  is 185,000 shares.  If any Award expires, or is terminated,
surrendered  or  forfeited, in whole or  in  part,  the  unissued
Common  Stock covered by such Award shall again be available  for
the  grant  of Awards under the Plan.  If shares of Common  Stock
issued   pursuant  to  the  Plan  are  repurchased  by,  or   are
surrendered  or forfeited to, the Company at no more  than  cost,
such  shares  of  Common Stock shall again be available  for  the
grant  of  Awards  under the Plan; provided,  however,  that  the
cumulative  number of such shares that may be so  reissued  under
the  Plan will not exceed 185,000.  Shares issued under the  Plan
may consist in whole or in part of authorized but unissued shares
or treasury shares.
b.
a.
c.         Per-Participant  Limit.  Subject to  adjustment  under
Section 3(c), no Participant may be granted Awards during any one
fiscal year to purchase more than 75,000 shares of Common Stock.
d.
e.        Adjustment to Common Stock.  In the event of any stock
split, stock dividend, extraordinary cash dividend,
recapitalization, reorganization, merger, consolidation,
combination, exchange of shares, liquidation, spin-off, split-up,
or other similar change in capitalization or event, (i) the
number and class of securities available for Awards under the
Plan and the per-Participant share limit, (ii) the number and
class of securities and vesting schedule, (iii) the repurchase
price per security subject to repurchase, and (iv) the terms of
each other outstanding stock-based Award shall be adjusted by the
Company (or substituted Awards may be made) to the extent the
Board shall determine, in good faith, that such an adjustment (or
substitution) is appropriate.  If Section 6(e)(i) applies for any
event, this Section 3(c) shall not be applicable.
f.
5.   Stock Options
6.
7.        General.  The Board may grant Common Stock (each a
"Grant") and determine the number of shares of Common Stock to be
covered by each Grant and the conditions and limitations
applicable to each Grant, including vesting provisions,
repurchase provisions and restrictions relating to applicable
federal or state securities laws, as it considers advisable.
8.
9.   Legend
10.
11.       The Company may at any time place legends referencing
any applicable federal or state securities law restriction on all
certificates representing shares of stock subject to the
provisions of this Agreement.  Unless otherwise specified by the
Company, legends placed on such certificates may include, but
shall not be limited to, the following:
12.
     THE  SHARES  REPRESENTED BY THIS CERTIFICATE  HAVE  NOT
     BEEN  REGISTERED UNDER THE SECURITIES ACT OF  1933,  AS
     AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED  OR
     HYPOTHECATED  UNLESS THERE IS AN EFFECTIVE REGISTRATION
     STATEMENT UNDER SUCH ACT COVERING SUCH SHARES, THE SALE
     IS  MADE IN ACCORDANCE WITH RULE 144 OR RULE 701  UNDER
     THE  ACT,  OR  THE CORPORATION RECEIVES AN  OPINION  OF
     COUNSEL  FOR  THE  HOLDER  OF THESE  SHARES  REASONABLY
     SATISFACTORY  TO  THE CORPORATION,  STATING  THAT  SUCH
     SALE,  TRANSFER ASSIGNMENT OR HYPOTHECATION  IS  EXEMPT
     FROM   THE   REGISTRATION   AND   PROSPECTUS   DELIVERY
     REQUIREMENT OF SUCH ACT.

1.   Other Stock-Based Awards
2.
      The  Board shall have the right to grant other Awards based
upon  the  Common Stock having such terms and conditions  as  the
Board may determine, including, without limitation, the grant  of
shares  based  upon certain conditions, the grant  of  securities
convertible into Common Stock and the grant of stock appreciation
rights, phantom stock awards or stock units.

1.   General Provisions Applicable to Awards
2.
a.         Transferability of Awards.  Except as  the  Board  may
otherwise determine or provide in an Award, Awards shall  not  be
sold,  assigned, transferred, pledged or otherwise encumbered  by
the  person  to whom they are granted, either voluntarily  or  by
operation  of  law,  except by will or the laws  of  descent  and
distribution, and, during the life of the Participant,  shall  be
exercisable   only   by  the  Participant.    References   to   a
Participant, to the extent relevant in the context, shall include
references to authorized transferees.

a.         Documentation.   Each Award under the  Plan  shall  be
evidenced by a written instrument in such form as the Board shall
determine or as executed by an officer of the Company pursuant to
authority  delegated by the Board.  Each Award may contain  terms
and  conditions  in  addition to those  set  forth  in  the  Plan
provided  that  such terms and conditions do not  contravene  the
provisions of the Plan.
b.
c.        Board Discretion.  The terms of each type of Award need
not be identical, and the Board need not treat Participants
uniformly.
d.
e.        Termination of Status.  The Board shall determine the
effect on an Award of the disability, death, retirement,
authorized leave of absence or other change in the employment or
other status of a Participant and the extent to which, and the
period during which, the Participant, or the Participant's legal
representative, conservator, guardian or designated beneficiary,
may exercise rights under the Award.
f.
g.        Withholding.  Each Participant shall pay to the
Company, or make provisions satisfactory to the Company for
payment of, any taxes required by law to be withheld in
connection with Awards to such Participant no later than the date
of the event creating the tax liability.  The Board may allow
Participants to satisfy such tax obligations in whole or in part
by transferring shares of Common Stock, including shares retained
from the Award creating the tax obligation, valued at their fair
market value (as determined by the Board or as determined
pursuant to the applicable option agreement).  The Company may,
to the extent permitted by law, deduct any such tax obligations
from any payment of any kind otherwise due to a Participant.
h.
i.        Amendment of Awards.  The Board may amend, modify or
terminate any outstanding Award including, but not limited to,
substituting therefor another Award of the same or a different
type, changing the date of exercise or realization.
j.
k.         Conditions on Delivery of Stock.  The Company will not
be obligated to deliver any shares of Common Stock pursuit to the
Plan  or  to remove restrictions from shares previously delivered
under  the  Plan until (i) all conditions of the Award have  been
met  or  removed to the satisfaction of the Company, (ii) in  the
opinion  of  the Company's counsel, all other' legal  matters  in
connection  with  the issuance and delivery of such  shares  have
been satisfied, including any applicable securities laws and  any
applicable  stock exchange or stock market rules and regulations,
and  (iii)  the  Participant has executed and  delivered  to  the
Company  such  representations or agreements as the  Company  may
consider   appropriate  to  satisfy  the  requirements   of   any
applicable  laws, rules or regulations, and (iv) the  Participant
has  executed  and  delivered to the  Company  such  stockholders
agreement as may be in effect as of the date of exercise.



1.   Miscellaneous
2.
a.        Definitions.
b.
(i)             "Company," for purposes of eligibility under  the
Plan, shall include any present or future subsidiary corporations
of Wilson Brothers USA, Inc.
(ii)
(iii)               "Code" means the Internal Revenue Code of
1986, as amended, and any regulations promulgated thereunder.
(iv)
(v)            "Employee" for purposes of eligibility under the
Plan shall include a person to whom an offer of employment has
been extended by the Company.
(vi)
c.         No  Right  to Employment of Other Status.   No  person
shall  have  any claim or right to be granted an Award,  and  the
grant  of an Award shall not be construed as giving a Participant
the  right to continued employment or any other relationship with
the  Company.   The Company expressly reserves the right  at  any
time  to dismiss or otherwise terminate its relationship  with  a
Participant free from any liability or claim under the Plan.
d.
e.        No Rights As Stockholder.  Subject to the provisions of
the applicable Award, no Participant shall have any rights as a
stockholder with respect to any shares of Common Stock to be
distributed with respect to an Award until becoming the record
holder thereof.
f.
g.        Effective Date and Term of Plan.  The Plan shall become
effective on the date on which it is adopted by the Board.  No
Awards shall be granted under the Plan after the completion of
two years from the date on which the Plan was adopted by the
Board.
h.
i.        Amendment of Plan.  The Board may amend, suspend or
terminate the Plan or any portion thereof at any time.
j.
k.        Governing Law.  The provisions of the Plan and all
Awards made hereunder shall be governed by and interpreted in
accordance with the laws of the State of Illinois, without regard
to any applicable conflicts of law.
l.
m.
n.
             Accepted by the Board of Directors on Oct. 10, 2000.


Exhibit 11.1

           Wilson Brothers USA, Inc. and Subsidiaries
 Computation of Earnings (Loss) per Common and Equivalent Share
               Five Years Ended December 31, 1999
            (In thousands, except per share amounts)
                              1999    1998    1997   1996  1995
Income (loss) from continuing operations $    249$  (290)  $497
$  (58)                       $ (602)
Add: Interest on convertible
   note payable                   *        *       125
*               *

     Adjusted net income (loss)   $   249$    (290) $622  $ (58)
$   (602)

Weighted average common stock and common
   stock equivalents:

Common stock                  3,827  3,321   3,321 3,321  3,321
Conversion of note payable,
   including interest thereon     --            *         1,348
*          *
Issuable pursuant to a loan origination fee     --     *    140
*    *
                              3,827  3,321   4,809 3,321  3,321

Earnings (loss) per common and
   equivalent share:

      Basic                      $0.07  $(0.09) $(0.15)$(0.02)$
(0.18)
      Diluted                   $0.07  $(0.09) $(0.13)$(0.02)$(
0.18)

*Antidilutive

Exhibit 21.1

            Subsidiaries of Wilson Brothers USA, Inc.

                      Name                 State of
                                      Incorporation/Orga
                                           nization
           Houze Glass Corporation    Pennsylvania
           Numo Manufacturing         Texas
           Acquisitions, Inc.
           LM Plastics, Inc.          North Carolina
           Houze West, LLC            Nevada


Exhibit 27.1

                     Financial Data Schedule

THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM FORM 10-K AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS

IN 000's
PERIOD-TYPE                   YEAR
FISCAL-YEAR-END               DEC-31-1999
PERIOD-START                  JAN-01-1999
PERIOD-END                    DEC-31-1999
CASH                          $     196
SECURITIES                              0
RECEIVABLES                       1,843
ALLOWANCES                             96
INVENTORY                         1,129
CURRENT-ASSETS                    3,116
PP&E                              2,942
DEPRECIATION                      2,237
TOTAL-ASSETS                      3,929
CURRENT-LIABILITIES               2,447
BONDS                             1,400
PREFERRED-MANDATORY                     0
PREFERRED                               0
COMMON                            9,395
OTHER-SE                         (9,313)
TOTAL-LIABILITIES-AND-EQUITY      3,929
SALES                           12,272
TOTAL-REVENUES                  12,272
COGS                              9,442
TOTAL-COSTS                     11,800
OTHER-EXPENSES                       223
LOSS-PROVISION                          0
INTEREST-EXPENSE                     257
INCOME-PRETAX                        249
INCOME-TAX                               0
INCOME-CONTINUING                    249
DISCONTINUED                             0
EXTRAORDINARY                            0
CHANGES                                  0
NET-INCOME                           249
EPS-BASIC                             .07
EPS-DILUTED                           .07